DFA INVESTMENT DIMENSIONS GROUP INC, 485BPOS, 1998-03-20

DFA INVESTMENT DIMENSIONS GROUP INC
485BPOS, 1998-03-20

Previous: GALLAGHER ARTHUR J & CO, POS AM, 1998-03-20

Next: PRIMARK CORP, 8-K, 1998-03-20

<PAGE>

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. 48 File No. 2-73948 X
-- ------

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

Amendment No. 49 File No. 811-3258 X
-- ------

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, LLP, 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):

/x/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a) (1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

The Trustees and prinicipal 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 Distribution
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
<PAGE>

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>

PROSPECTUS
MARCH 20, 1998
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.

DOMESTIC EQUITY PORTFOLIOS

<TABLE>
<S> <C>
U.S. 9-10 SMALL COMPANY PORTFOLIO (FEEDER) U.S. 4-10 VALUE PORTFOLIO (FEEDER)
U.S. 6-10 SMALL COMPANY PORTFOLIO (FEEDER) U.S. 6-10 VALUE PORTFOLIO (FEEDER)
U.S. LARGE CAP VALUE PORTFOLIO (FEEDER) U.S. LARGE COMPANY PORTFOLIO (FEEDER)
ENHANCED U.S. LARGE COMPANY PORTFOLIO (FEEDER) DFA REAL ESTATE SECURITIES PORTFOLIO
</TABLE>

INTERNATIONAL EQUITY PORTFOLIOS

<TABLE>
<S> <C>
JAPANESE SMALL COMPANY PORTFOLIO (FEEDER) EMERGING MARKETS SMALL CAP PORTFOLIO (FEEDER)
PACIFIC RIM SMALL COMPANY PORTFOLIO (FEEDER) CONTINENTAL SMALL COMPANY PORTFOLIO (FEEDER)
UNITED KINGDOM SMALL COMPANY PORTFOLIO (FEEDER) LARGE CAP INTERNATIONAL PORTFOLIO
EMERGING MARKETS PORTFOLIO (FEEDER) DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO INTERNATIONAL SMALL COMPANY PORTFOLIO
MARKET PORTFOLIO (FEEDER) EMERGING MARKETS VALUE PORTFOLIO (FEEDER)
</TABLE>

FIXED INCOME PORTFOLIOS

<TABLE>
<S> <C>
DFA ONE-YEAR FIXED INCOME PORTFOLIO (FEEDER) DFA FIVE-YEAR GOVERNMENT PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO (FEEDER) DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
DFA GLOBAL FIXED INCOME PORTFOLIO
</TABLE>

EACH OF THE "FEEDER" PORTFOLIOS INDICATED ABOVE 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"), OR IN THE CASE OF THE
EMERGING MARKETS VALUE PORTFOLIO, THE DIMENSIONAL EMERGING MARKETS FUND INC.
(THE "EMERGING MARKETS FUND"), BOTH OF WHICH ARE OPEN-END, MANAGEMENT INVESTMENT
COMPANIES. THE TRUST ISSUES SERIES (INDIVIDUALLY AND COLLECTIVELY, THE "SERIES")
HAVING THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS EACH FEEDER
PORTFOLIO, OTHER THAN EMERGING MARKETS VALUE PORTFOLIO. IN THIS PROSPECTUS, EACH
OF THE "FEEDER" PORTFOLIOS INDICATED ABOVE ARE COLLECTIVELY REFERRED TO AS THE
"FEEDER PORTFOLIOS" AND THE TRUST SERIES AND THE EMERGING MARKETS FUND ARE
COLLECTIVELY REFERRED TO AS THE "MASTER FUNDS." THE INTERNATIONAL SMALL COMPANY
PORTFOLIO SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING IN FOUR SERIES
OF THE TRUST. THIS INVESTMENT ACTIVITY IS UNLIKE MANY OTHER INVESTMENT COMPANIES
THAT DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES. THE
INVESTMENT EXPERIENCE OF EACH FEEDER PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE
INVESTMENT EXPERIENCE OF ITS CORRESPONDING MASTER FUND. 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 March 20, 1998, as amended from time to time, is incorporated
herein by reference. Such statement of additional information 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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.......................................................................................... 4
CONDENSED FINANCIAL INFORMATION..................................................................... 12
THE FEEDER PORTFOLIOS............................................................................... 27
SMALL COMPANY PORTFOLIOS............................................................................ 28
Investment Objective and Policies................................................................. 28
INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY PORTFOLIOS........................................ 28
U.S. 6-10 Small Company Portfolio................................................................. 28
U.S. 9-10 Small Company Portfolio................................................................. 29
Japanese Small Company Portfolio.................................................................. 29
United Kingdom Small Company Portfolio............................................................ 30
Continental Small Company Portfolio............................................................... 30
Pacific Rim Small Company Portfolio............................................................... 31
International Small Company Portfolio............................................................. 31
Portfolio Structure............................................................................... 32
Portfolio Transactions............................................................................ 33
U.S. LARGE COMPANY PORTFOLIO........................................................................ 34
Investment Objective and Policies................................................................. 34
ENHANCED U.S. LARGE COMPANY PORTFOLIO............................................................... 34
Investment Objective and Policies................................................................. 34
STANDARD & POOR'S--INFORMATION AND DISCLAIMERS...................................................... 35
LARGE CAP INTERNATIONAL PORTFOLIO................................................................... 36
Investment Objective and Policies................................................................. 36
DFA REAL ESTATE SECURITIES PORTFOLIO................................................................ 37
Investment Objective and Policies................................................................. 37
Portfolio Structure............................................................................... 38
Portfolio Transactions............................................................................ 39
VALUE PORTFOLIOS.................................................................................... 39
Investment Objectives and Policies................................................................ 39
Portfolio Structure............................................................................... 40
Portfolio Transactions............................................................................ 40
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO................................................. 41
Investment Objective and Policies................................................................. 41
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO......................................................... 43
Investment Objective and Policies................................................................. 43
EMERGING MARKETS PORTFOLIO, EMERGING MARKETS SMALL CAP
PORTFOLIO AND EMERGING MARKETS VALUE PORTFOLIO.................................................... 44
Investment Objective and Policies................................................................. 44
Master Fund Characteristics and Policies.......................................................... 45
Portfolio Structure............................................................................... 47
SECURITIES LOANS.................................................................................... 47
INVESTMENT OBJECTIVES AND POLICIES--FIXED INCOME PORTFOLIOS......................................... 48
DFA One-Year Fixed Income Portfolio............................................................... 48
DFA Two-Year Global Fixed Income Portfolio........................................................ 48
DFA Global Fixed Income Portfolio................................................................. 49
DFA Five-Year Government Portfolio................................................................ 49
DFA Intermediate Government Fixed Income Portfolio................................................ 49
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Investments........................................................................ 50
Investments in the Banking Industry............................................................... 51
Portfolio Strategy................................................................................ 51
RISK FACTORS--ALL PORTFOLIOS........................................................................ 52
Small Company Securities.......................................................................... 52
Foreign Securities................................................................................ 53
Investing in Emerging Markets..................................................................... 53
Foreign Currencies and Related Transactions....................................................... 54
Borrowing......................................................................................... 55
Portfolio Strategies.............................................................................. 55
Futures Contracts and Options on Futures.......................................................... 55
Options on Stock Indices.......................................................................... 56
Swaps............................................................................................. 57
Banking Industry and Real Estate Concentrations................................................... 57
Repurchase Agreements............................................................................. 58
MANAGEMENT OF THE FUND.............................................................................. 58
Investment Services--United Kingdom and Continental Small Company Series.......................... 60
Investment Services--Japanese and Pacific Rim Small Company Series................................ 61
Consulting Services--DFA International Small Cap Value Portfolio, Large
Cap International Portfolio, DFA International Value Series, Emerging
Markets Series, Emerging Markets Small Cap Series and Dimensional Emerging
Markets Fund.................................................................................... 61
Administrative Services--The Feeder Portfolios and International Small Company Portfolio.......... 61
Administrative Services--All Portfolios........................................................... 63
Client Service Agent--RWB/DFA International High Book to Market Portfolio......................... 63
Directors and Officers............................................................................ 63
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.................................................... 63
PURCHASE OF SHARES.................................................................................. 65
In Kind Purchases................................................................................. 66
VALUATION OF SHARES................................................................................. 67
Public Offering Price............................................................................. 69
DISTRIBUTION........................................................................................ 69
EXCHANGE OF SHARES.................................................................................. 69
REDEMPTION OF SHARES................................................................................ 70
GENERAL INFORMATION................................................................................. 71
</TABLE>

3
<PAGE>
HIGHLIGHTS

PAGE

THE FUND

This prospectus relates to twenty-four 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 28

The investment objective of each of the following Portfolios (the "Small
Company Portfolios") is to achieve long-term capital appreciation by investing
in marketable stocks of small companies:

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 Pacific Rim Small Company Portfolio
International Small Company Portfolio

The size of a company will be measured by its relative market
capitalization. Each Portfolio, except the International Small Company
Portfolio, invests all of its assets in a corresponding Series of the Trust. The
International Small Company Portfolio invests all of its assets in four Series
of the Trust: Japanese Small Company, Pacific Rim Small Company, United Kingdom
Small Company and Continental Small Company Series (collectively, the
"Underlying Series"). Each corresponding Series of the Trust 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 "INVESTMENT OBJECTIVES AND POLICIES--THE SMALL
COMPANY PORTFOLIOS.")

INVESTMENT OBJECTIVE--U.S. LARGE COMPANY PORTFOLIO 34

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 34

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. 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 36

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.

4
<PAGE>

INVESTMENT OBJECTIVE--DFA REAL ESTATE SECURITIES PORTFOLIO 37

The investment objective of DFA 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.

INVESTMENT OBJECTIVES--VALUE PORTFOLIOS 39

The investment objective of U.S. Large Cap Value Portfolio, U.S. 4-10 Value
Portfolio and U.S. 6-10 Value Portfolio (collectively, the "Value Portfolios")
is to achieve long-term capital appreciation. U.S. Large Cap Value Portfolio,
U.S. 4-10 Value Portfolio and U.S. 6-10 Value Portfolio will invest all of their
assets in U.S. Large Cap Value Series, U.S. 4-10 Value Series and U.S. 6-10
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 41

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 43

The investment objective of the DFA International Small Cap Value 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 OBJECTIVES--EMERGING MARKETS PORTFOLIO, EMERGING MARKETS SMALL
CAP PORTFOLIO AND EMERGING MARKETS VALUE PORTFOLIO 44

The investment objective of both the Emerging Markets Portfolio and the
Emerging Markets Small Cap Portfolio is to achieve long-term capital
appreciation. The Emerging Markets Portfolio will invest all of its assets in
the Emerging Market Series of the Trust, which in turn invests in the equity
securities of larger companies in emerging markets. The Emerging Markets Small
Cap Portfolio will invest all of its assets in the Emerging Markets Small Cap
Series of the Trust, which in turn invests in the equity securities of smaller
companies in emerging markets. The investment objective of the Emerging Markets
Value Portfolio is to achieve long-term capital growth through investment
primarily in emerging market equity securities. The Emerging Markets Value
Portfolio will invest all of its assets in the Emerging Markets Fund, which in
turn invests in emerging markets equity securities that are deemed by
Dimensional Fund Advisors Inc. to be value stocks at the time of purchase.

INVESTMENT OBJECTIVES--FIXED INCOME PORTFOLIOS 48

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.")

5
<PAGE>
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. 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 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 52

Japanese Small Company Portfolio, United Kingdom Small Company Portfolio,
Continental Small Company Portfolio, Pacific Rim Small Company Portfolio,
International Small Company Portfolio, Large Cap International Portfolio, DFA
International Small Cap Value Portfolio, RWB/DFA International High Book to
Market Portfolio, Emerging Markets Portfolio, Emerging Markets Small Cap
Portfolio and Emerging Markets Value Portfolio (collectively, the "International
Equity Portfolios"), DFA Two-Year Global Fixed Income Portfolio, Enhanced U.S.
Large Company Portfolio and DFA Global Fixed Income Portfolio (directly or
indirectly through their investment in the Master Funds) invest in foreign
securities which are traded abroad.

DFA One-Year Fixed Income Series, DFA Two-Year Global Fixed Income Series
and Enhanced U.S. Large Company 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 and DFA Two-Year Global Fixed Income Series also
are authorized to concentrate investments in the banking industry in certain
circumstances. DFA 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 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.

6
<PAGE>
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 the corresponding Master Funds also
involves certain risks. (See "RISK FACTORS--ALL PORTFOLIOS" and "THE FEEDER
PORTFOLIOS.")

MANAGEMENT AND ADMINISTRATIVE SERVICES 58

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each of the Portfolios, except the Feeder Portfolios, and to each Master
Fund. Dimensional Fund Advisors Ltd. serves as sub-advisor of United Kingdom and
Continental Small Company Series of the Trust. DFA Australia Limited serves as
sub-advisor of Japanese and Pacific Rim Small Company Series of the Trust.
Dimensional Fund Advisors Ltd. and DFA Australia Limited also provide consulting
services to the Advisor with respect to DFA International Small Cap Value
Portfolio, Large Cap International Portfolio, DFA International Value Series,
Emerging Markets Series, Emerging Markets Small Cap Series and Emerging Markets
Fund. The Advisor provides each Feeder Portfolio and International Small Company
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.")

DIVIDEND POLICY 63

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 December of
each year. U.S. Large Company, Enhanced U.S. Large Company, U.S. Large Cap
Value, 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 65

Shares of the International Equity Portfolios (except United Kingdom Small
Company, Large Cap International and RWB/DFA International High Book to Market
Portfolios) 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 and
the Emerging Markets Small Cap Portfolio; 0.50% of the net asset value of the
shares of Japanese Small Company Portfolio, Emerging Markets Portfolio and
Emerging Markets Value Portfolio; and 0.675% of the net asset value of the
shares of DFA International Small Cap Value Portfolio. The reimbursement fee for
the International Small Company Portfolio is based on the current target
investment allocations among the Underlying Series. The reimbursement fee for
the International Small Company Portfolio will change from time to time if the
Portfolio changes the target investment allocation in the Underlying Series. As
of the date of this prospectus, the reimbursement fee for the Portfolio equals
0.675% of the net asset value of the shares of International Small Company
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. No reimbursement fee is assessed in connection with any
purchase of shares by exchange between International Small Company Portfolio and
any of the Feeder Portfolios which invest in the Underlying Series. 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 each Feeder Portfolio and International
Small Company Portfolio will fluctuate in relation to the investment experience
of the Master Funds and Underlying Series in which such Portfolios invest. The
value of the shares issued by all other Portfolios will fluctuate in relation to
their own investment experience. Unlike shares of money market funds, the shares
of DFA One-Year

7
<PAGE>
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.")

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
REIMBURSEMENT FEES (AS PERCENTAGE OF ORIGINAL PURCHASE PRICE)(1)
- ------------------------------------------------------------------
<S> <C>
Japanese Small Company Portfolio............................ 0.50%
Continental Small Company Portfolio......................... 1.00%
Pacific Rim Small Company Portfolio......................... 1.00%
Emerging Markets Portfolio.................................. 0.50%
Emerging Markets Small Cap Portfolio........................ 1.00%
Emerging Markets Value Portfolio............................ 0.50%
DFA International Small Cap Value Portfolio................. 0.675%
International Small Company Portfolio....................... 0.675%
</TABLE>

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

(1) Reimbursement fees are charged to purchasers of shares and paid to these
Portfolios, except in the case of certain purchases permitted to be made by
exchange. (See "EXCHANGE OF SHARES.") 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.) The Japanese Small Company,
Continental Small Company, Pacific Rim Small Company, Emerging Markets,
Emerging Markets Small Cap Series of the Trust and the Emerging Markets Fund
charge a reimbursement fee to purchasers of shares, including International
Small Company Portfolio, equal to the reimbursement fee charged by its
corresponding Feeder Portfolio as set forth above.

Except as indicated below, the expenses in the following table are based on
those incurred by the Portfolios and the Master Funds for the fiscal year ended
November 30, 1997.

<TABLE>
<CAPTION>
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(1)(2)................ 0.10% 0.40% 0.10% 0.60%
U.S. 6-10 Small Company(1)................... 0.03% 0.32% 0.10% 0.45%
U.S. Large Company(1)(3)
(after waivers and assumptions)............ 0.025% 0.125% -- 0.15%
Enhanced U.S. Large Company(1)(4)
(after fee waivers)........................ 0.05% 0.06% 0.34% 0.45%
U.S. 6-10 Value(1)........................... 0.20% 0.30% 0.10% 0.60%
U.S. Large Cap Value(1)...................... 0.10% 0.15% 0.10% 0.35%
U.S. 4-10 Value(1)(5) 0.10% 0.40% 0.13% 0.63%
DFA Real Estate Securities(6)................ 0.30% 0.18% 0.48%
Japanese Small Company(1)(7)
(after waivers and assumptions)............ 0.10% 0.40% 0.23% 0.73%
Pacific Rim Small Company(1)(7)
(after waivers and assumptions)............ 0.10% 0.40% 0.34% 0.84%
United Kingdom Small Company(1)(7)
(after waivers and assumptions)............ 0.10% 0.40% 0.20% 0.70%
Emerging Markets(1).......................... 0.10% 0.40% 0.49% 0.99%
Emerging Markets Small Cap(1)(5)............. 0.20% 0.45% 0.60% 1.25%
Emerging Markets Value(1)(5)................. 0.10% 0.40% 0.55% 1.05%
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
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>
Continental Small Company(1)(7)
(after waivers and assumptions)............ 0.10% 0.40% 0.22% 0.72%
International Small Company(8)
(after waivers and assumptions)............ 0.10% 0.40% 0.25% 0.75%
Large Cap International...................... 0.25% 0.22% 0.47%
RWB/DFA International High Book to
Market(1).................................. 0.20% 0.01% 0.29% 0.50%
DFA International Small Cap Value............ 0.65% 0.25% 0.90%
DFA One-Year Fixed Income(1)................. 0.05% 0.10% 0.07% 0.22%
DFA Two-Year Global Fixed Income(1).......... 0.05% 0.10% 0.19% 0.34%
DFA Global Fixed Income...................... 0.25% 0.17% 0.42%
DFA Five-Year Government..................... 0.20% 0.09% 0.29%
DFA Intermediate Government Fixed Income..... 0.15% 0.10% 0.25%
</TABLE>

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

(1) Feeder Portfolio

(2) Prior to November 30, 1997, the U.S. 9-10 Small Company Portfolio invested
its assets directly in stocks of small companies. The above figures have
been restated to reflect estimated aggregate annualized operating expenses
of the U.S. 9-10 Small Company Portfolio and its corresponding Series as
though the Portfolio's assets had been invested in the Series during the
fiscal year ended November 30, 1997.

(3) Effective 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 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. Beginning August
9, 1996, in addition to the waiver/assumption effective on December 1, 1995,
the Advisor agreed to assume expenses or waive the fee payable by the U.S.
Large Company Portfolio under the administration agreement by an additional
.09% of average assets on an annual basis. Absent this arrangement, the
annualized ratio of total operating expenses to average net assets for U.S.
Large Company Portfolio for the fiscal year ended November 30, 1997, would
have been 0.35%.

(4) Effective August 1, 1997, the Advisor has agreed to waive its fee under the
administration agreement to the extent necessary to reduce the direct and
indirect cumulative annual expenses of the Enhanced U.S. Large Company
Portfolio to not more than 0.45% of average net assets of the Portfolio on
an annualized basis; the Portfolio's direct and indirect cumulative annual
expenses may exceed 0.45% of its average net assets on an annualized basis
notwithstanding this fee waiver. This arrangement does not extend to the
fees of the Enhanced U.S. Large Company Series of the Trust. The above
figures have been restated to reflect operating expenses as though that
waiver had been in effect throughout the fiscal year ended November 30,
1997. Absent this arrangement, the annualized ratio of total operating
expenses to average net assets for the Portfolio was 0.54%.

(5) "Other Expenses" are annualized estimates based on anticipated fees and
expenses through the fiscal year ending November 30, 1998.

(6) Effective December 20, 1996, the investment advisory fee payable by the Fund
on behalf of the DFA Real Estate Securities Portfolio to the Advisor was
reduced from .325% of the Portfolio's average net assets on an annual basis
to .30% of the Portfolio's average net assets on an annual basis. Effective
December 11, 1996, the sub-advisory agreement between the Fund, on behalf of
the Portfolio, and Aldrich, Eastman and Waltch L.P. ("AEW") terminated;
pursuant to the terms of the sub-advisory agreement previously in effect,
the Portfolio paid AEW a fee equal to .175% of its average net assets on an
annual basis. The above figures have been restated to reflect the reduction
in

9
<PAGE>

the advisory fee and termination of the sub-advisory agreement as though
they were both in effect throughout the fiscal year ended November 30, 1997.
See "Management of the Fund."

(7) Effective August 9, 1996, the Advisor agreed to waive its administrative fee
and assume the direct expenses of the Japanese Small Company, United Kingdom
Small Company, Continental Small Company and Pacific Rim Small Company
Portfolios to the extent necessary to keep the direct annual expenses of
each Portfolio to not more than 0.47% of average net assets of the Portfolio
on an annualized basis; this arrangement does not extend to the fees and
expenses of the Trust Series. For the fiscal year ended November 30, 1997,
the Advisor was not required to waive any portion of its fee pursuant to
such agreement.

(8) With respect to International Small Company Portfolio, the amount set forth
under "Management Fee" reflects the indirect payment of a portion of the
management fee of each Underlying Series, which is equal to 0.10% of the
average net assets of such Series on an annual basis; the amounts set forth
under "Other Expenses" and "Total Operating Expenses" also reflect the
indirect payment of a portion of the expenses of the Underlying Series. The
Advisor has agreed to waive its administration fee and assume the direct
expenses of the International Small Company Portfolio to the extent
necessary to keep the administration fee and direct annual expenses of the
Portfolio to not more than 0.45% of average net assets of the Portfolio on
an annualized basis; this arrangement does not extend to the fees and
expenses of the Underlying Series. The Advisor was not required to waive
fees or assume expenses for the fiscal year ended November 30, 1997.

For purposes of waivers and/or expense assumptions, the annual expenses are
those expenses incurred in any period consisting of twelve consecutive months.
The Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees or assumption of expenses in the future.

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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. 9-10 Small Company...................... 6 19 33 75
U.S. 6-10 Small Company...................... 5 14 25 57
U.S. Large Company........................... 2 5 8 19
Enhanced U.S. Large Company.................. 5 14 25 57
U.S. 6-10 Value.............................. 6 19 33 75
U.S. Large Cap Value......................... 4 11 20 44
U.S. 4-10 Value.............................. 6 20 n/a n/a
DFA Real Estate Securities................... 5 15 27 60
Japanese Small Company....................... 12 28 45 95
Pacific Rim Small Company.................... 18 37 56 113
United Kingdom Small Company................. 7 22 39 87
Emerging Markets............................. 15 36 59 126
Emerging Markets Small Cap................... 23 49 n/a n/a
Emerging Markets Value....................... 16 38 n/a n/a
Continental Small Company.................... 17 33 50 99
International Small Company.................. 14 31 48 99
Large Cap International...................... 5 15 26 59
RWB/DFA International High Book to Market.... 5 16 28 63
DFA International Small Cap Value............ 16 35 56 117
DFA One-Year Fixed Income.................... 2 7 12 28
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
DFA Two-Year Global Fixed Income............. 3 11 19 43
DFA Global Fixed Income...................... 4 13 24 53
DFA Five-Year Government..................... 3 9 16 37
DFA Intermediate Government Fixed Income..... 3 8 14 32
</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 and International Small Company
Portfolio, the table summarizes the aggregate annual operating expenses of both
the Portfolios and the Master Funds or Underlying Series in which the Portfolios
invest. (See "MANAGEMENT OF THE FUND" for a description of Portfolio, Master
Fund and Underlying Series expenses.) The Board of Directors of the Fund has
considered whether such expenses will be more or less than they would be if the
Feeder Portfolios were to invest directly in the securities held by the Master
Funds. The aggregate amount of expenses for a Feeder Portfolio and the
corresponding Master Fund may be greater than it would be if the Portfolio were
to invest directly in the securities held by the corresponding Master Fund.
However, the total expense ratios for the Feeder Portfolios and the Master Funds
are expected to be less over time than such ratios would be if the Portfolios
were 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
Master Fund, including a Feeder Portfolio, will pay its proportionate share of
the expenses of that Master Fund. By investing in shares of the Underlying
Series, International Small Company Portfolio will indirectly bear its pro rata
share of the operating expenses, management expenses and brokerage costs of such
Series, as well as the expense of operating the Portfolio.

The Emerging Markets Small Cap and U.S. 4-10 Value Portfolios (and their
corresponding Master Funds) and the Emerging Markets Value Portfolio are new
and, therefore, the above example is based on estimated expenses for their
respective current fiscal years and does not extend over five and ten-year
periods.

For the fiscal year ended November 30, 1997, the equity Portfolios or Master
Funds set forth below received the following net revenue from a securities
lending program which constituted a percentage of the average daily net assets
of the Portfolio or Master Fund:

<TABLE>
<CAPTION>
PERCENTAGE
PORTFOLIO/SERIES NET REVENUE OF ASSETS
- ------------------------------------------------------------ ----------- ----------
<S> <C> <C>
Large Cap International Portfolio........................... $ 56,000 0.07%
U.S. 9-10 Small Company Portfolio........................... $ 738,000 0.06%
DFA Real Estate Securities Portfolio........................ $ 17,000 0.02%
DFA International Small Cap Value Portfolio................. $ 250,000 0.06%
U.S. 6-10 Small Company Series.............................. $ 251,000 0.07%
U.S. Large Company Series................................... $ 41,000 0.01%
U.S. 6-10 Value Series...................................... $ 612,000 0.03%
U.S. Large Cap Value Series................................. $ 132,000 0.01%
Japanese Small Company Series............................... $ 648,000 0.25%
DFA International Value Series.............................. $1,236,000 0.08%
Pacific Rim Small Company Series............................ $ 178,000 0.08%
Continental Small Company Series............................ $ 116,000 0.03%
</TABLE>

11
<PAGE>
CONDENSED FINANCIAL INFORMATION

The following financial highlights are part of the audited financial
statements of each Portfolio of the Fund other than the U.S. 4-10 Value,
Emerging Markets Value and Emerging Markets Small Cap Portfolios, which had not
commenced operations by November 30, 1997. The information for each of the past
fiscal years has been audited by independent accountants. The financial
statements, related notes, and the report of the independent accountants
covering such financial information and financial highlights for the Fund's
fiscal year ended November 30, 1997, are incorporated by reference into the
statement of additional information from the Fund's annual report to
shareholders for the year ended November 30, 1997. Further information about
each Portfolio's performance (other than the U.S. 4-10 Value, Emerging Markets
Value and Emerging Markets Small Cap Portfolios) is contained in the Fund's
annual report to shareholders for the year ended November 30, 1997. A copy of
the annual report (including the report of the independent accountants) may be
obtained from the Fund upon request at no charge. The "Transfer" transaction
referred to below in footnotes to the Financial Highlights refers to the
transaction which took place on August 9, 1996, in which four Portfolios of the
Fund, the Japanese Small Company Portfolio, the Pacific Rim Small Company
Portfolio, the United Kingdom Small Company Portfolio, and the Continental Small
Company Portfolio, respectively, each transferred their investable assets in
exchange for shares with equal values of a corresponding Series of the Trust.

12
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
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,
1997 1996 1995 1994 1993
----------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 12.14 $ 11.03 $ 8.49 $ 8.69 $ 7.75
----------- ---------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.03 0.03 0.05 0.01 0.03
Net Gain (Losses) on Securities (Realized and
Unrealized)..................................... 3.01 1.85 2.61 0.40 1.67
----------- ---------- -------- -------- --------
Total From Investment Operations.................. 3.04 1.88 2.66 0.41 1.70
----------- ---------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.03) (0.01) (0.04) (0.03) (0.05)
Net Realized Gains................................ (1.16) (0.76) (0.08) (0.58) (0.71)
----------- ---------- -------- -------- --------
Total Distributions............................... (1.19) (0.77) (0.12) (0.61) (0.76)
----------- ---------- -------- -------- --------
Net Asset Value, End of Period.................... $ 13.99 $ 12.14 $ 11.03 $ 8.49 $ 8.69
----------- ---------- -------- -------- --------
----------- ---------- -------- -------- --------
Total Return...................................... 27.46% 18.05% 31.37% 5.06% 23.91%
----------- ---------- -------- -------- --------
Net Assets, End of Period (thousands)............. $1,509,427 $1,181,804 $925,474 $659,221 $630,918
Ratio of Expenses to Average Net Assets........... 0.60% 0.61% 0.62% 0.65% 0.70%
Ratio of Net Investment Income to Average Net
Assets.......................................... 0.21% 0.22% 0.45% 0.16% 0.26%
Portfolio Turnover Rate........................... 27.81% 23.68% 24.65% 16.56% 9.87%
Average Commission Rate(1)........................ $ 0.0579 $ 0.0604 N/A N/A N/A

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,
1992 1991 1990 1989 1988
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 6.33 $ 5.34 $ 7.74 $ 7.66 $ 7.50
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.04 0.04 0.07 0.07 0.10
Net Gain (Losses) on Securities (Realized and
Unrealized)..................................... 1.53 1.64 (1.77) 0.98 1.48
-------- -------- -------- -------- --------
Total From Investment Operations.................. 1.57 1.68 (1.70) 1.05 1.58
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.05) (0.07) (0.08) (0.09) (0.11)
Net Realized Gains................................ (0.10) (0.62) (0.62) (0.88) (1.31)
-------- -------- -------- -------- --------
Total Distributions............................... (0.15) (0.69) (0.70) (0.97) (1.42)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 7.75 $ 6.33 $ 5.34 $ 7.74 $ 7.66
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return...................................... 25.24% 39.08% (24.09)% 16.09% 24.36%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $651,313 $722,289 $561,102 $949,291 $912,518
Ratio of Expenses to Average Net Assets........... 0.68% 0.64% 0.62% 0.62% 0.62%
Ratio of Net Investment Income to Average Net
Assets.......................................... 0.53% 0.75% 0.99% 0.86% 1.19%
Portfolio Turnover Rate........................... 9.72% 10.13% 3.79% 7.86% 25.98%
Average Commission Rate(1)........................ N/A N/A N/A N/A N/A
</TABLE>

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

<TABLE>
<C> <S>
(1) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities
purchased and sold during the period for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
</TABLE>

13
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. 6-10 SMALL COMPANY PORTFOLIO
----------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR MARCH 20
ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992
--------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 14.53 $ 12.64 $ 11.08 $ 11.43 $ 10.35 $ 10.00
--------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............. 0.09 0.11 0.09 0.09 0.08 0.04
Net Gain (Losses) on Securities
(Realized and Unrealized)........ 3.42 2.20 2.81 (0.07) 1.43 0.31
--------- -------- -------- -------- -------- --------
Total From Investment Operations... 3.51 2.31 2.90 0.02 1.51 0.35
--------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income.............. (0.12) (0.02) (0.14) (0.09) (0.11) --
Net Realized Gains................. (1.03) (0.40) (1.20) (0.28) (0.32) --
--------- -------- -------- -------- -------- --------
Total Distributions................ (1.15) (0.42) (1.34) (0.37) (0.43) --
--------- -------- -------- -------- -------- --------
Net Asset Value, End of Period..... $ 16.89 $ 14.53 $ 12.64 $ 11.08 $ 11.43 $ 10.35
--------- -------- -------- -------- -------- --------
--------- -------- -------- -------- -------- --------
Total Return....................... 26.12% 18.73% 28.75% 0.22% 14.72% 6.70%#
--------- -------- -------- -------- -------- --------
Net Assets, End of Period
(thousands)...................... $ 337,992 $234,194 $186,644 $112,137 $136,863 $134,418
Ratio of Expenses to Average Net
Assets**......................... 0.45% 0.48% 0.49% 0.53% 0.58% 0.48%*
Ratio of Net Investment Income to
Average Net Assets............... 0.48% 0.75% 0.83% 0.72% 0.70% 0.96%*
Portfolio Turnover Rate............ N/A N/A N/A N/A 1.81%*(b) 3.41%*
Average Commission Rate............ N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master
Fund Series...................... 30.04% 32.38% 21.16% 27.65% 32.88%*(c) N/A
Average Commission Rate of Master
Fund Series(1)................... $ 0.0583 $ 0.0586 N/A N/A N/A N/A

<CAPTION>
THE U.S. LARGE COMPANY PORTFOLIO
-------------------------------------------------------------------------------------
DEC.
YEAR YEAR YEAR YEAR 31,
YEAR YEAR ENDED ENDED ENDED ENDED 1990 TO
ENDED ENDED NOV. NOV. NOV. NOV. NOV.
NOV. 30, NOV. 30, 30, 30, 30, 30, 30,
1997 1996 1995 1994 1993 1992 1991
---------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 22.73 $ 18.12 $ 13.58 $ 13.91 $ 13.12 $ 11.44 $ 10.00
---------- -------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............. 0.42 0.41 0.35 0.37 0.36 0.36 0.34
Net Gain (Losses) on Securities
(Realized and Unrealized)........ 5.89 4.52 4.57 (0.22) 0.87 1.69 1.34
---------- -------- ------- ------- ------- ------- -------
Total From Investment Operations... 6.31 4.93 4.92 0.15 1.23 2.05 1.68
---------- -------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net Investment Income.............. (0.43) (0.31) (0.36) (0.37) (0.44) (0.37) (0.24)
Net Realized Gains................. (0.13) (0.01) (0.02) (0.11) -- -- --
---------- -------- ------- ------- ------- ------- -------
Total Distributions................ (0.56) (0.32) (0.38) (0.48) (0.44) (0.37) (0.24)
---------- -------- ------- ------- ------- ------- -------
Net Asset Value, End of Period..... $ 28.48 $ 22.73 $ 18.12 $ 13.58 $ 13.91 $ 13.12 $ 11.44
---------- -------- ------- ------- ------- ------- -------
---------- -------- ------- ------- ------- ------- -------
Total Return....................... 28.26% 27.49% 36.54% 1.04% 9.48% 18.23% 16.80%#
---------- -------- ------- ------- ------- ------- -------
Net Assets, End of Period
(thousands)...................... $ 343,537 $187,757 $97,111 $48,638 $37,830 $34,908 $22,279
Ratio of Expenses to Average Net
Assets**......................... 0.15%(a) 0.21%(a) 0.24%(a) 0.24%(a) 0.24%(a) 0.11%(a) 0.00%*(a)
Ratio of Net Investment Income to
Average Net Assets............... 1.66%(a) 2.10%(a) 2.29%(a) 2.75%(a) 2.48%(a) 2.86%(a) 3.42%*(a)
Portfolio Turnover Rate............ N/A N/A N/A N/A 27.67%*(b) 3.56% 0.97%*
Average Commission Rate............ N/A N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master
Fund Series...................... 4.28% 14.09% 2.38% 8.52% 34.36%*(c) N/A N/A
Average Commission Rate of Master
Fund Series(1)................... $ 0.0202 $ 0.0212 N/A N/A N/A N/A N/A
</TABLE>

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

<TABLE>
<C> <S>
* Annualized

# Non-annualized

** Represents the combined ratios 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.

(a) Had certain waivers and reimbursements not been in effect the ratios of expenses to average net assets for the periods
ended November 30, 1997 through 1991 would have been 0.35%, 0.45%, 0.46%, 0.66%, 0.79%, 0.53% and 0.52%, respectively,
and the ratios of net investment income to average net assets for the periods ended November 30, 1997 through 1991 would
have been 1.46%, 1.85%, 2.23%, 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.)

(c) Master Fund Series turnover calculated for the period February 3 to November 30, 1993 and February 8 to November 3, 1993,
respectively.

(1) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities
purchased and sold during the period for which commissions were charged as required by the SEC for fiscal years beginning
after September 1, 1995.
</TABLE>

14
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE ENHANCED U.S.
LARGE COMPANY PORTFOLIO
------------------------ THE U.S. 6-10 VALUE PORTFOLIO
JULY 3 ----------------------------------------------
YEAR TO YEAR YEAR YEAR YEAR
ENDED NOV. ENDED ENDED ENDED ENDED
NOV. 30, 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1997 1996 1995 1994
----------- ------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 11.83 $10.00 $ 17.00 $ 14.03 $ 11.13 $ 11.04
----------- ------- ---------- ---------- -------- ------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................... 0.54 0.12 0.07 0.11 0.10 0.14
Net Gain (Losses) on Securities
(Realized and Unrealized)............. 2.40 1.71 5.49 2.93 3.06 0.10
----------- ------- ---------- ---------- -------- ------------
Total From Investment Operations........ 2.94 1.83 5.56 3.04 3.16 0.24
----------- ------- ---------- ---------- -------- ------------
LESS DISTRIBUTIONS
Net Investment Income................... (0.55) -- (0.11) (0.02) (0.10) (0.15)
Net Realized Gains...................... (0.61) -- (0.36) (0.05) (0.16) --
----------- ------- ---------- ---------- -------- ------------
Total Distributions..................... (1.16) -- (0.47) (0.07) (0.26) (0.15)
----------- ------- ---------- ---------- -------- ------------
Net Asset Value, End of Period.......... $ 13.61 $11.83 $ 22.09 $ 17.00 $ 14.03 $ 11.13
----------- ------- ---------- ---------- -------- ------------
----------- ------- ---------- ---------- -------- ------------
Total Return............................ 27.22% 18.30%# 33.57% 21.70% 28.41% 2.19%
----------- ------- ---------- ---------- -------- ------------
Net Assets, End of Period (thousands)... $47,642 $29,236 $2,098,654 $1,207,298 $609,950 $ 344,148
Ratio of Expenses to Average Net
Assets**.............................. 0.52%(a) 0.65%* 0.60% 0.61% 0.64% 0.66%
Ratio of Net Investment Income to
Average Net Assets.................... 4.51%(a) 3.44%* 0.37% 0.78% 0.85% 1.69%
Portfolio Turnover Rate................. N/A N/A N/A N/A N/A N/A
Average Commission Rate................. N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series................................ 193.78% 211.07%* 25.47% 14.91% 20.62% 8.22%
Average Commission Rate of Master Fund
Series(1)............................. $0.0246 $0.0200 $ 0.0645 $ 0.0658 N/A N/A

<CAPTION>
MARCH 2
TO
NOV. 30,
1993
----------------
<S> <C>
Net Asset Value, Beginning of Period.... $ 10.00
-------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................... 0.11
Net Gain (Losses) on Securities
(Realized and Unrealized)............. 1.03
-------
Total From Investment Operations........ 1.14
-------
LESS DISTRIBUTIONS
Net Investment Income................... (0.10)
Net Realized Gains...................... --
-------
Total Distributions..................... (0.10)
-------
Net Asset Value, End of Period.......... $ 11.04
-------
-------
Total Return............................ 11.39%#
-------
Net Assets, End of Period (thousands)... $95,682
Ratio of Expenses to Average Net
Assets**.............................. 0.70%*
Ratio of Net Investment Income to
Average Net Assets.................... 1.97%*
Portfolio Turnover Rate................. N/A
Average Commission Rate................. N/A
Portfolio Turnover Rate of Master Fund
Series................................ 1.07%*
Average Commission Rate of Master Fund
Series(1)............................. N/A
</TABLE>

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

<TABLE>
<C> <S>
* Annualized
# Non-annualized
** Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund Series.
(1) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities
purchased and sold during the period for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
(a) Had certain waivers and reimbursments not been in effect, the ratio of expenses to average net assets for the year ended
November 30, 1997 would have been 0.54% and the ratio of net investment income to average net assets for the year ended
November 30, 1997 would have been 4.49%.
</TABLE>

15
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. LARGE CAP VALUE PORTFOLIO
--------------------------------------------------
FEB. 19
YEAR YEAR YEAR YEAR TO
ENDED ENDED ENDED ENDED NOV.
NOV. 30, NOV. 30, NOV. 30, NOV. 30, 30,
1997 1996 1995 1994 1993
--------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 15.98 $ 13.29 $ 9.91 $ 10.60 $10.00
--------- -------- -------- -------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................. 0.29 0.30 0.29 0.32 0.18
Net Gain (Losses) on Securities (Realized and
Unrealized)................................ 3.60 2.62 3.55 (0.68) 0.59
--------- -------- -------- -------- -------
Total From Investment Operations............. 3.89 2.92 3.84 (0.36) 0.77
--------- -------- -------- -------- -------
LESS DISTRIBUTIONS
Net Investment Income........................ (0.30) (0.23) (0.29) (0.33) (0.17)
Net Realized Gain............................ (0.35) -- (0.17) -- --
Tax Return of Capital........................ -- -- -- -- --
--------- -------- -------- -------- -------
Total Distributions.......................... (0.65) (0.23) (0.46) (0.33) (0.17)
--------- -------- -------- -------- -------
Net Asset Value, End of Period............... $ 19.22 $ 15.98 $ 13.29 $ 9.91 $10.60
--------- -------- -------- -------- -------
--------- -------- -------- -------- -------
Total Return................................. 25.10% 22.20% 39.13% (3.27)% 7.59%#
--------- -------- -------- -------- -------
Net Assets, End of Period (thousands)........ $ 840,003 $541,149 $280,915 $197,566 $90,288
Ratio of Expenses to Average Net Assets**.... 0.35% 0.36% 0.42% 0.44% 0.47%*
Ratio of Net Investment Income to Average Net
Assets..................................... 1.70% 2.17% 2.49% 3.50% 3.38%*
Portfolio Turnover Rate...................... N/A N/A N/A N/A N/A
Average Commission Rate(1)................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series..................................... 17.71% 20.12% 29.41% 39.33% 0.75%*
Average Commission Rate of Master Fund
Series(1).................................. $ 0.0494 $ 0.0499 N/A N/A N/A

<CAPTION>
THE DFA REAL ESTATE SECURITIES PORTFOLIO
--------------------------------------------------------------
YEAR JAN. 5
YEAR ENDED ENDED YEAR ENDED YEAR ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993
---------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 12.65 $ 10.00 $ 9.28 $ 10.92 $ 10.00
---------- --------- ----------- ----------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................. 0.88 0.71 0.61 0.37 0.20
Net Gain (Losses) on Securities (Realized and
Unrealized)................................ 2.68 2.08 0.68 (1.65) 0.91
---------- --------- ----------- ----------- ---------
Total From Investment Operations............. 3.56 2.79 1.29 (1.28) 1.11
---------- --------- ----------- ----------- ---------
LESS DISTRIBUTIONS
Net Investment Income........................ (0.68) (0.14) (0.46) (0.28) (0.19)
Net Realized Gain............................ -- -- -- -- --
Tax Return of Capital........................ -- -- (0.11) (0.08) --
---------- --------- ----------- ----------- ---------
Total Distributions.......................... (0.68) (0.14) (0.57) (0.36) (0.19)
---------- --------- ----------- ----------- ---------
Net Asset Value, End of Period............... $ 15.53 $ 12.65 $ 10.00 $ 9.28 $ 10.92
---------- --------- ----------- ----------- ---------
---------- --------- ----------- ----------- ---------
Total Return................................. 29.13% 28.24% 14.00% (11.76)% 11.08%#
---------- --------- ----------- ----------- ---------
Net Assets, End of Period (thousands)........ $ 95,072 $ 64,390 $ 43,435 $ 30,456 $ 22,106
Ratio of Expenses to Average Net Assets**.... 0.48% 0.71% 0.82% 0.90% 0.88%*
Ratio of Net Investment Income to Average Net
Assets..................................... 5.73% 7.08% 6.76% 3.90% 2.63%*
Portfolio Turnover Rate...................... 30.73% 11.25% 0.66% 28.87% 0.55%*
Average Commission Rate(1)................... $ 0.0449 $ 0.0455 N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series..................................... N/A N/A N/A N/A N/A
Average Commission Rate of Master Fund
Series(1).................................. N/A N/A N/A N/A N/A
</TABLE>

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

* Annualized

# Non-annualized.

** Represents the respective combined ratios for The U.S. Large Cap Value
Portfolio and its pro-rata share of its Master Fund Series.

(1) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

16
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
THE JAPANESE SMALL COMPANY PORTFOLIO
-----------------------------------------------------------------------
YEAR YEAR YEAR YEAR
YEAR ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $ 21.03 $ 22.78 $ 25.06 $ 19.96 $ 18.92
----------- --------- --------- --------- ---------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss)...................... 0.09 0.07 0.06 0.05 0.04
Net Gain (Losses) on
Securities
(Realized and Unrealized)... (10.45) (1.45) (1.65) 5.76 1.75
----------- --------- --------- --------- ---------
Total From Investment
Operations.................. (10.36) (1.38) (1.59) 5.81 1.79
----------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income......... (0.06) (0.01) (0.06) (0.04) (0.05)
Net Realized Gains............ (1.16) (0.36) (0.63) (0.67) (0.70)
----------- --------- --------- --------- ---------
Total Distributions........... (1.22) (0.37) (0.69) (0.71) (0.75)
----------- --------- --------- --------- ---------
Net Asset Value, End of
Period...................... $ 9.45 $ 21.03 $ 22.78 $ 25.06 $ 19.96
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Total Return.................. (51.90)% (6.28)% (6.54)% 29.59% 9.52%
----------- --------- --------- --------- ---------
Net Assets, End of Period
(thousands)................. $ 114,017 $ 294,120 $ 371,113 $ 330,674 $ 209,244
Ratio of Expenses to Average
Net Assets**................ 0.73% 0.72% 0.74% 0.76% 0.82%
Ratio of Net Investment Income
to Average Net Assets....... 0.50% 0.24% 0.25% 0.10% 0.06%
Portfolio Turnover Rate....... N/A 18.52%*(a) 7.79% 10.51% 9.36%
Average Commission Rate(1).... N/A $ 0.0458(a) N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series.......... 13.17% 1.67%*(b) N/A N/A N/A
Average Commission Rate of
Master Fund Series(1)....... $ 0.0282 $ 0.0427(b) N/A N/A N/A

<CAPTION>
THE JAPANESE SMALL COMPANY PORTFOLIO
---------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
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...................... $ 25.05 $ 26.27 $ 38.33 $ 31.03 $ 24.87
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss)...................... 0.04 (0.01) (0.03) (0.09) (0.05)
Net Gain (Losses) on
Securities
(Realized and Unrealized)... (5.69) 0.51 (10.74) 9.09 10.42
--------- --------- --------- --------- ---------
Total From Investment
Operations.................. (5.65) 0.50 (10.77) 9.00 10.37
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income......... -- -- -- -- --
Net Realized Gains............ (0.48) (1.72) (1.29) (1.70) (4.21)
--------- --------- --------- --------- ---------
Total Distributions........... (0.48) (1.72) (1.29) (1.70) (4.21)
--------- --------- --------- --------- ---------
Net Asset Value, End of
Period...................... $ 18.92 $ 25.05 $ 26.27 $ 38.33 $ 31.03
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total Return.................. (23.01)% 1.68% (29.12)% 30.63% 47.62%
--------- --------- --------- --------- ---------
Net Assets, End of Period
(thousands)................. $ 139,892 $ 159,475 $ 149,100 $ 168,820 $ 107,863
Ratio of Expenses to Average
Net Assets**................ 0.78% 0.78% 0.83% 0.76% 0.76%
Ratio of Net Investment Income
to Average Net Assets....... 0.10% (0.11)% (0.22)% (0.34)% (0.23)%
Portfolio Turnover Rate....... 5.00% 2.71% 10.26% 5.76% 9.14%
Average Commission Rate(1).... N/A N/A N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series.......... N/A N/A N/A N/A N/A
Average Commission Rate of
Master Fund Series(1)....... N/A N/A N/A N/A N/A
</TABLE>

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

* Annualized

** Represents the combined ratios for the portfolio and its pro-rata share of
its Master Fund Series for the period ended November 30, 1996 and subsequent
periods.

(a) Portfolio turnover and average commission calculated for the period
December 1, 1995 to August 9, 1996, (through date of Transfer transaction).

(b) Items calculated for the period August 9 to November 30, 1996.

(1) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

17
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE PACIFIC RIM SMALL COMPANY PORTFOLIO
------------------------------------------------------
YEAR YEAR YEAR YEAR JAN. 5
ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........ $ 16.63 $ 14.38 $ 15.98 $ 16.45 $ 10.00
-------- -------- -------- -------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................... 0.32 0.27 0.34 0.23 0.11
Net Gain (Losses) on Securities (Realized
and Unrealized)........................... (6.22) 2.40 (1.33) 0.47 6.46
-------- -------- -------- -------- ---------
Total From Investment Operations............ (5.90) 2.67 (0.99) 0.70 6.57
-------- -------- -------- -------- ---------
LESS DISTRIBUTIONS
Net Investment Income....................... (0.33) (0.02) (0.34) (0.23) (0.09)
Net Realized Gains.......................... (0.88) (0.40) (0.27) (0.94) (0.03)
-------- -------- -------- -------- ---------
Total Distributions......................... (1.21) (0.42) (0.61) (1.17) (0.12)
-------- -------- -------- -------- ---------
Net Asset Value, End of Period.............. $ 9.52 $ 16.63 $ 14.38 $ 15.98 $ 16.45
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------
Total Return................................ (38.07)% 19.06% (6.27)% 4.26% 65.71%#
-------- -------- -------- -------- ---------
Net Assets, End of Period (thousands)....... $111,320 $215,542 $193,137 $212,953 $ 164,623
Ratio of Expenses to Average Net Assets**... 0.84% 0.84% 0.83% 0.95% 1.16%*
Ratio of Net Investment Income to Average
Net Assets................................ 1.95% 1.70% 2.22% 1.47% 1.27%*
Portfolio Turnover Rate..................... N/A 7.05%*(a) 5.95% 26.05% 2.77%*
Average Commission Rate(1).................. N/A $ 0.0094(a) N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series.................................... 24.00% 8.04%(b) N/A N/A N/A
Average Commission Rate of Master Fund
Series(1)................................. $ 0.0042 $ 0.0102(b) N/A N/A N/A
</TABLE>

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

* Annualized

# Non-annualized

** Represents the combined ratios for the respective portfolio and its
respective pro-rata share of its Master Fund Series for the period ended
November 30, 1996 and subsequent periods.

(a) Portfolio turnover and average commission calculated for the period
December 1, 1995 to August 9, 1996, (through date of Transfer transaction).

(b) Items calculated for the period August 9 to November 30, 1996.

(1) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

18
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
--------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 28.47 $ 24.09 $ 23.20 $ 21.22 $ 16.38
----------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.81 0.72 0.84 0.48 0.45
Net Gain (Losses) on Securities (Realized and
Unrealized)..................................... 1.46 5.31 1.12 2.03 5.34
----------- -------- -------- -------- --------
Total From Investment Operations.................. 2.27 6.03 1.96 2.51 5.79
----------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.73) (0.06) (0.76) (0.53) (0.95)
Net Realized Gains................................ (1.32) (1.59) (0.31) -- --
----------- -------- -------- -------- --------
Total Distributions............................... (2.05) (1.65) (1.07) (0.53) (0.95)
----------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 28.69 $ 28.47 $ 24.09 $ 23.20 $ 21.22
----------- -------- -------- -------- --------
----------- -------- -------- -------- --------
Total Return...................................... 8.45% 26.76% 8.39% 11.85% 36.42%
----------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $ 130,891 $166,789 $167,730 $214,113 $181,789
Ratio of Expenses to Average Net Assets**......... 0.70% 0.73% 0.72% 0.74% 0.78%
Ratio of Net Investment Income to Average Net
Assets.......................................... 2.40% 2.49% 2.51% 1.95% 2.22%
Portfolio Turnover Rate........................... N/A 3.72%*(a) 7.82% 10.75% 8.21%
Average Commission Rate(1)........................ N/A $ 0.0103(a) N/A N/A N/A
Portfolio Turnover Rate of Master Fund Series..... 4.26% 4.55%*(b) N/A N/A N/A
Average Commission Rate of Master Fund
Series(1)....................................... $ 0.0073 $ 0.0050(b) N/A N/A N/A

THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
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.............. $ 21.37 $ 20.41 $ 22.55 $ 28.29 $ 23.41
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.64 0.69 0.92 0.52 0.61
Net Gain (Losses) on Securities (Realized and
Unrealized)..................................... (4.98) 1.71 (1.34) (4.75) 5.18
-------- -------- -------- -------- --------
Total From Investment Operations.................. (4.34) 2.40 (0.42) (4.23) 5.79
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.65) (0.90) (0.75) (0.54) (0.28)
Net Realized Gains................................ -- (0.54) (0.97) (0.97) (0.63)
-------- -------- -------- -------- --------
Total Distributions............................... (0.65) (1.44) (1.72) (1.51) (0.91)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 16.38 $ 21.37 $ 20.41 $ 22.55 $ 28.29
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return...................................... (20.93)% 12.55% (2.22)% (15.40)% 23.66%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $121,086 $146,873 $127,137 $119,385 $121,337
Ratio of Expenses to Average Net Assets**......... 0.76% 0.84% 0.83% 0.70% 0.71%
Ratio of Net Investment Income to Average Net
Assets.......................................... 3.19% 3.44% 4.34% 2.24% 2.58%
Portfolio Turnover Rate........................... 4.41% 4.50% 10.86% 11.38% 12.55%
Average Commission Rate(1)........................ N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund Series..... N/A N/A N/A N/A N/A
Average Commission Rate of Master Fund
Series(1)....................................... N/A N/A N/A N/A N/A
</TABLE>

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

* Annualized

# Non-annualized

** Represents the combined ratios for the respective portfolio and its
respective pro-rata share of its Master Fund Series for the period ended
November 30, 1996 and subsequent periods.

(a) Portfolio turnover and average commission calculated for the period
December 1, 1995 to August 9, 1996, (through date of Transfer transaction).

(b) Items calculated for the period August 9 to November 30, 1996.

(1) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

19
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE CONTINENTAL SMALL COMPANY PORTFOLIO
--------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period................. $ 15.26 $ 14.13 $ 14.63 $ 12.62 $ 11.39 $ 14.18
------------ -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss).................... 0.29 0.30 0.29 0.18 0.23 0.28
Net Gain (Losses) on
Securities (Realized and
Unrealized)............... 1.55 1.58 (0.48) 2.10 1.46 (2.11)
------------ -------- -------- -------- -------- --------
Total From Investment
Operations................ 1.84 1.88 (0.19) 2.28 1.69 (1.83)
------------ -------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income....... (0.29) (0.02) (0.29) (0.19) (0.44) (0.26)
Net Realized Gains.......... (0.87) (0.73) (0.02) (0.07) (0.02) (0.70)
Tax Return of Capital....... -- -- -- (0.01) -- --
------------ -------- -------- -------- -------- --------
Total Distributions......... (1.16) (0.75) (0.31) (0.27) (0.46) (0.96)
------------ -------- -------- -------- -------- --------
Net Asset Value, End of
Period.................... $ 15.94 $ 15.26 $ 14.13 $ 14.63 $ 12.62 $ 11.39
------------ -------- -------- -------- -------- --------
------------ -------- -------- -------- -------- --------
Total Return................ 13.02% 13.96% (1.33)% 18.19% 15.27% (13.85)%
------------ -------- -------- -------- -------- --------
Net Assets, End of Period
(thousands)............... $ 232,744 $299,325 $314,116 $340,992 $266,175 $196,845
Ratio of Expenses to Average
Net Assets**.............. 0.72% 0.73% 0.74% 0.77% 0.83% 0.90%
Ratio of Net Investment
Income to Average Net
Assets.................... 1.41% 1.81% 1.69% 1.21% 1.61% 2.11%
Portfolio Turnover Rate..... N/A 3.67%*(a) 9.79% 10.22% 8.99% 6.35%
Average Commission
Rate(1)................... N/A $ 0.1030(a) N/A N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series........ 3.46% 6.69%*(c) N/A N/A N/A N/A
Average Commission Rate of
Master Fund Series(1)..... $ 0.0586 $ 0.0392(c) N/A N/A N/A N/A

<CAPTION>
THE INTERNATIONAL
THE CONTINENTAL SMALL COMPANY PORTFOLIO SMALL COMPANY
PORTFOLIO
------------------------------------------ --------------------
APRIL
15
YEAR YEAR YEAR TO YEAR OCT. 1,
ENDED ENDED ENDED NOV. ENDED TO
NOV. 30, NOV. 30, NOV. 30, 30, NOV. 30, NOV. 30,
1991 1990 1989 1988 1997 1996
-------- ----------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period................. $ 16.24 $ 16.15 $ 12.02 $ 10.00 $ 9.96 $ 10.00
-------- ----------- -------- ------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss).................... 0.27 0.25 0.12 0.17 0.10 0.01
Net Gain (Losses) on
Securities (Realized and
Unrealized)............... (1.66) 0.31 4.10 1.85 (2.22) (0.05)
-------- ----------- -------- ------- -------- --------
Total From Investment
Operations................ (1.39) 0.56 4.22 2.02 (2.12) (0.04)
-------- ----------- -------- ------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income....... (0.29) (0.20) (0.09) -- (0.02) --
Net Realized Gains.......... (0.38) (0.27) -- -- -- --
Tax Return of Capital....... -- -- -- -- -- --
-------- ----------- -------- ------- -------- --------
Total Distributions......... (0.67) (0.47) (0.09) -- (0.02) --
-------- ----------- -------- ------- -------- --------
Net Asset Value, End of
Period.................... $ 14.18 $ 16.24 $ 16.15 $ 12.02 $ 7.82 $ 9.96
-------- ----------- -------- ------- -------- --------
-------- ----------- -------- ------- -------- --------
Total Return................ (9.11)% 3.50% 35.62% 20.01%# (21.35)% (0.40)%#
-------- ----------- -------- ------- -------- --------
Net Assets, End of Period
(thousands)............... $214,054 $ 245,465 $199,065 $78,689 $230,469 $104,118
Ratio of Expenses to Average
Net Assets**.............. 0.86% 0.89% 0.82% 1.05%* 0.75% 0.70%*(b)
Ratio of Net Investment
Income to Average Net
Assets.................... 1.68% 1.63% 1.41% 3.27%* 1.46% 0.54%*(b)
Portfolio Turnover Rate..... 7.69% 6.24% 5.70% 0.26%* N/A*** N/A***
Average Commission
Rate(1)................... N/A N/A N/A N/A N/A*** N/A***
Portfolio Turnover Rate of
Master Fund Series........ N/A N/A N/A N/A N/A N/A
Average Commission Rate of
Master Fund Series(1)..... N/A N/A N/A N/A N/A N/A
</TABLE>

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

* Annualized

# Non-annualized

** Represents the combined ratios for the respective portfolio and its
respective pro-rata shares of its Master Fund Series for the period ended
November 30, 1996 and subsequent periods.

*** Refer to the respective Master Fund Series.

(a) Portfolio turnover and average commission calculated for the period
December 1, 1995 to August 9, 1996 (through date of Transfer transaction).

(b) Had certain waivers and reimbursements not been in effect, the ratio of
expenses to average net assets for the period ended November 30, 1996 would
have been 0.79%, respectively, and the ratio of net investment income to
average net assets for the period ended November 30, 1996 would have been
0.45%, respectively.

(1) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

20
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
-------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED JUNE 10 TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 13.76 $ 12.02 $ 11.44 $ 9.92 $ 10.00
----------- ----------- ----------- ----------- -----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)....... 0.22 0.22 0.19 0.14 0.06
Net Gain (Losses) on Securities
(Realized and Unrealized)........ (0.77) 1.53 0.60 1.52 (0.11)
----------- ----------- ----------- ----------- -----------
Total From Investment Operations... (0.55) 1.75 0.79 1.66 (0.05)
----------- ----------- ----------- ----------- -----------
LESS DISTRIBUTIONS
Net Investment Income.............. (0.23) (0.01) (0.19) (0.14) (0.03)
Net Realized Gains................. (0.14) -- (0.02) -- --
----------- ----------- ----------- ----------- -----------
Total Distributions................ (0.37) (0.01) (0.21) (0.14) (0.03)
----------- ----------- ----------- ----------- -----------
Net Asset Value, End of Period..... $ 12.84 $ 13.76 $ 12.02 $ 11.44 $ 9.92
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Total Return....................... (4.04)% 14.61% 6.95% 16.71% (0.50)%#
----------- ----------- ----------- ----------- -----------
Net Assets, End of Period
(thousands)...................... $ 275,057 $ 257,371 $ 172,017 $ 112,952 $ 63,235
Ratio of Expenses to Average Net
Assets**......................... 0.50% 0.54% 0.68% 0.69%(a) 0.65%*(a)
Ratio of Net Investment Income to
Average Net Assets............... 1.72% 1.88% 1.85% 1.39%(a) 1.40%*(a)
Portfolio Turnover Rate............ N/A N/A N/A 0.15%*(b) 0.41%*
Average Commission Rate............ N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master
Fund Series...................... 22.55% 12.23% 9.75% 1.90%*(c) N/A
Average Commission Rate of Master
Fund Series(1)................... $ 0.0068 $ 0.0112 N/A N/A N/A

<CAPTION>
THE EMERGING MARKETS PORTFOLIO
--------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED APRIL 25 TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 11.71 $ 10.35 $ 11.30 $ 10.00
----------- ----------- ----------- -----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)....... 0.12 0.09 0.06 (0.02)
Net Gain (Losses) on Securities
(Realized and Unrealized)........ (2.13) 1.27 (0.96) 1.32
----------- ----------- ----------- -----------
Total From Investment Operations... (2.01) 1.36 (0.90) 1.30
----------- ----------- ----------- -----------
LESS DISTRIBUTIONS
Net Investment Income.............. (0.09) -- (0.05) --
Net Realized Gains................. -- -- -- --
----------- ----------- ----------- -----------
Total Distributions................ (0.09) -- (0.05) --
----------- ----------- ----------- -----------
Net Asset Value, End of Period..... $ 9.61 $ 11.71 $ 10.35 $ 11.30
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Total Return....................... (17.27)% 13.18% (7.96)% 13.00%#
----------- ----------- ----------- -----------
Net Assets, End of Period
(thousands)...................... $ 212,048 $ 162,025 $ 49,337 $ 15,731
Ratio of Expenses to Average Net
Assets**......................... 0.99% 1.15% 1.58% 2.43%*
Ratio of Net Investment Income to
Average Net Assets............... 1.19% 1.14% 0.98% (0.44)%*
Portfolio Turnover Rate............ N/A N/A N/A N/A
Average Commission Rate............ N/A N/A N/A N/A
Portfolio Turnover Rate of Master
Fund Series...................... 0.54% 0.37% 8.17% 1.28%*
Average Commission Rate of Master
Fund Series(1)................... $ 0.0010 $ 0.0010 N/A N/A
</TABLE>

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

<TABLE>
<C> <S>
* Annualized
# Non-annualized
** Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund Series
for the period ended November 30, 1994 and subsequent periods.
(a) Had certain waivers and reimbursements 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.
(b) 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).
(c) Master Fund Series turnover calculated for the period February 16 to November 30, 1994.
(1) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities
purchased and sold during the period for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
</TABLE>

21
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE LARGE CAP INTERNATIONAL PORTFOLIO
----------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR JULY 15,
YEAR ENDED ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992 1991
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $ 14.18 $ 12.60 $ 11.91 $ 11.26 $ 9.63 $ 10.64 $ 10.00
---------- --------- --------- --------- --------- --------- ---------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income......... 0.23 0.21 0.15 0.09 0.15 0.11 0.06
Net Gains (Losses) on
Securities (Realized and
Unrealized)................. 0.15 1.39 0.95 1.11 1.72 (1.04) 0.58
---------- --------- --------- --------- --------- --------- ---------
Total From Investment
Operations 0.38 1.60 1.10 1.20 1.87 (0.93) 0.64
---------- --------- --------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income......... (0.21) (0.02) (0.18) (0.09) (0.24) (0.07) --
Net Realized Gains............ (0.08) -- (0.23) (0.46) -- (0.01) --
---------- --------- --------- --------- --------- --------- ---------
Total Distributions........... (0.29) (0.02) (0.41) (0.55) (0.24) (0.08) --
---------- --------- --------- --------- --------- --------- ---------
Net Asset Value, End of
Period...................... $ 14.27 $ 14.18 $ 12.60 $ 11.91 $ 11.26 $ 9.63 $ 10.64
---------- --------- --------- --------- --------- --------- ---------
---------- --------- --------- --------- --------- --------- ---------
Total Return.................. 2.80% 12.68% 9.37% 10.74% 19.55% (9.00)% 2.88%#
---------- --------- --------- --------- --------- --------- ---------
Net Assets, End of Period
(thousands)................. $87,223 $79,322 $67,940 $55,635 $78,472 $26,041 $ 4,360
Ratio of Expenses to Average
Net Assets.................. 0.47% 0.58% 0.57% 0.66% 0.55%(a) 0.50%(a) 0.50%*(a)
Ratio of Net Investment Income
to Average Net Assets....... 1.69% 1.57% 1.84% 1.18% 1.94%(a) 1.75%(a) 1.96%*(a)
Portfolio Turnover Rate....... 2.31% 17.65% 24.44% 33.15% 0.28% 0.20% 2.38%*
Average Commission Rate(1).... $0.0169 $0.0160 N/A N/A N/A N/A N/A

<CAPTION>
THE DFA INTERNATIONAL SMALL CAP VALUE
PORTFOLIO
------------------------------------------
YEAR
ENDED YEAR ENDED DEC. 30,
NOV. 30, NOV. 30, 1994 TO NOV.
1997 1996 30, 1995
------------ ------------ ------------
<S> <C><C> <C> <C>
Net Asset Value, Beginning of
Period...................... $ 10.45 $ 9.68 $ 10.00
------------ ------------ ------------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income......... 0.12 0.11 0.05
Net Gains (Losses) on
Securities (Realized and
Unrealized)................. (2.19) 0.66 (0.32)
------------ ------------ ------------
Total From Investment
Operations (2.07) 0.77 (0.27)
------------ ------------ ------------
LESS DISTRIBUTIONS
Net Investment Income......... (0.13) -- (0.04)
Net Realized Gains............ (0.30) -- (0.01)
------------ ------------ ------------
Total Distributions........... (0.43) -- (0.05)
------------ ------------ ------------
Net Asset Value, End of
Period...................... $ 7.95 $ 10.45 $ 9.68
------------ ------------ ------------
------------ ------------ ------------
Total Return.................. (20.60)% 8.01% (2.73)%#
------------ ------------ ------------
Net Assets, End of Period
(thousands)................. $ 431,257 $ 375,488 $ 147,125
Ratio of Expenses to Average
Net Assets.................. 0.90% 0.99% 1.23%*
Ratio of Net Investment Income
to Average Net Assets....... 1.47% 1.38% 1.43%*
Portfolio Turnover Rate....... 13.63% 14.52% 1.62%*
Average Commission Rate(1).... $ 0.0056 $ 0.0092 N/A
</TABLE>

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

<TABLE>
<C> <S>
* Annualized

# 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.

(1) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities
purchased and sold during the period for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
</TABLE>

22
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
-------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR OCT. 22
ENDED ENDED ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992 1991 1990
---------- -------- --------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 11.22 $ 11.24 $ 10.22 $ 11.59 $ 11.20 $ 11.02 $ 10.27 $ 10.00
---------- -------- --------- --------- --------- --------- --------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............. 0.66 0.65 0.70 0.69 0.55 0.76 0.84 0.09
Net Gain (Losses) on Securities
(Realized and Unrealized)........ 0.06 (0.13) 1.11 (1.22) 0.66 0.26 0.63 0.18
---------- -------- --------- --------- --------- --------- --------- --------
Total From Investment Operations... 0.72 0.52 1.81 (0.53) 1.21 1.02 1.47 0.27
---------- -------- --------- --------- --------- --------- --------- --------
LESS DISTRIBUTIONS
Net Investment Income.............. (0.66) (0.50) (0.70) (0.68) (0.73) (0.78) (0.72) --
Net Realized Gains................. -- (0.04) (0.09) (0.16) (0.09) (0.06) -- --
---------- -------- --------- --------- --------- --------- --------- --------
Total Distributions................ (0.66) (0.54) (0.79) (0.84) (0.82) (0.84) (0.72) --
---------- -------- --------- --------- --------- --------- --------- --------
Net Asset Value, End of Period..... $ 11.28 $ 11.22 $ 11.24 $ 10.22 $ 11.59 $ 11.20 $ 11.02 $ 10.27
---------- -------- --------- --------- --------- --------- --------- --------
---------- -------- --------- --------- --------- --------- --------- --------
Total Return....................... 6.75% 4.98% 18.04% (4.72)% 12.84% 9.70% 14.94% 2.63%#
---------- -------- --------- --------- --------- --------- --------- --------
Net Assets, End of Period
(thousands)...................... $ 136,555 $107,944 $ 78,087 $ 60,827 $ 53,051 $ 40,160 $ 29,393 $25,567
Ratio of Expenses to Average Net
Assets........................... 0.25% 0.26% 0.27% 0.29% 0.32% 0.29% 0.28% 0.23%*
Ratio of Net Investment Income to
Average Net Assets............... 6.20% 6.22% 6.44% 6.45% 6.41% 7.05% 7.86% 8.73%*
Portfolio Turnover Rate............ 24.06% 30.84% 40.79% 27.15% 16.91% 17.91% 19.72% 0.00%*
</TABLE>

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

<TABLE>
<C> <S>
(Restated to reflect 900% stock dividend as of January 2, 1996)

* Annualized

# Non-annualized
</TABLE>

23
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
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,
1997 1996 1995 1994 1993
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.24 $ 10.21 $ 10.05 $ 10.28 $ 10.35
----------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............... 0.59 0.56 0.60 0.46 0.35
Net Gain (Losses) on Securities
(Realized and Unrealized)......... (0.01) 0.03 0.17 (0.21) 0.11
----------- --------- --------- --------- ---------
Total From Investment Operations.... 0.58 0.59 0.77 0.25 0.46
----------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income............... (0.59) (0.56) (0.60) (0.46) (0.38)
Net Realized Gains.................. -- -- (0.01) (0.02) (0.15)
----------- --------- --------- --------- ---------
Total Distributions................. (0.59) (0.56) (0.61) (0.48) (0.53)
----------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $ 10.23 $ 10.24 $ 10.21 $ 10.05 $ 10.28
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Total Return........................ 5.84% 5.94% 7.80% 2.48% 4.62%
----------- --------- --------- --------- ---------
Net Assets, End of Period
(thousands)....................... $ 752,237 $ 854,521 $ 704,950 $ 592,226 $ 608,400
Ratio of Expenses to Average Net
Assets**.......................... 0.22% 0.21% 0.20% 0.21% 0.21%
Ratio of Net Investment Income to
Average Net Assets................ 5.79% 5.39% 5.86% 4.47% 3.38%
Portfolio Turnover Rate............. N/A N/A N/A N/A 61.95%(a)
Portfolio Turnover Rate of Master
Fund Series....................... 82.84% 95.84% 81.31% 140.82% 111.67%*(b)

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,
1992 1991 1990 1989 1988
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.33 $ 10.19 $ 10.16 $ 10.12 $ 10.12
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............... 0.43 0.68 0.83 0.82 0.78
Net Gain (Losses) on Securities
(Realized and Unrealized)......... 0.06 0.16 0.04 0.03 (0.04)
--------- --------- --------- --------- ---------
Total From Investment Operations.... 0.49 0.84 0.87 0.85 0.74
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income............... (0.44) (0.70) (0.84) (0.81) (0.74)
Net Realized Gains.................. (0.03) -- -- -- --
--------- --------- --------- --------- ---------
Total Distributions................. (0.47) (0.70) (0.84) (0.81) (0.74)
--------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $ 10.35 $ 10.33 $ 10.19 $ 10.16 $ 10.12
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total Return........................ 5.64% 8.61% 8.88% 9.53% 7.61%
--------- --------- --------- --------- ---------
Net Assets, End of Period
(thousands)....................... $ 561,879 $ 469,276 $ 412,907 $ 360,146 $ 341,551
Ratio of Expenses to Average Net
Assets**.......................... 0.21% 0.21% 0.21% 0.22% 0.22%
Ratio of Net Investment Income to
Average Net Assets................ 4.81% 6.75% 8.27% 8.77% 7.70%
Portfolio Turnover Rate............. 125.56% 82.26% 96.30% 0.00% 80.74%
Portfolio Turnover Rate of Master
Fund Series....................... N/A N/A N/A N/A N/A
</TABLE>

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

<TABLE>
<C> <S>
(Restated to reflect 900% stock dividend as of January 2, 1996)

** 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 years.

(a) Portfolio turnover calculated for period December 1, 1992 to February 7, 1993 (through date of Exchange transaction).

(b) Master Fund Series turnover calculated for the period February 8 to November 30, 1993.
</TABLE>

24
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO (1)
----------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992
----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.42 $ 10.05 $ 9.75 $ 10.55 $ 10.88 $ 11.25
----------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............... 0.59 0.65 0.59 0.48 0.47 0.57
Net Gain (Losses) on Securities
(Realized and Unrealized)......... (0.06) 0.09 0.30 (0.80) 0.49 0.31
----------- -------- -------- -------- -------- --------
Total From Investment Operations.... 0.53 0.74 0.89 (0.32) 0.96 0.88
----------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............... (0.59) (0.37) (0.59) (0.48) (0.73) (0.76)
Net Realized Gains.................. -- -- -- -- (0.56) (0.49)
----------- -------- -------- -------- -------- --------
Total Distributions................. (0.59) (0.37) (0.59) (0.48) (1.29) (1.25)
----------- -------- -------- -------- -------- --------
Net Asset Value, End of Period...... $ 10.36 $ 10.42 $ 10.05 $ 9.75 $ 10.55 $ 10.88
----------- -------- -------- -------- -------- --------
----------- -------- -------- -------- -------- --------
Total Return........................ 5.39% 7.51% 9.35% (3.13)% 9.46% 8.59%
----------- -------- -------- -------- -------- --------
Net Assets, End of Period
(thousands)....................... $ 204,377 $174,386 $300,921 $235,554 $164,504 $83,543
Ratio of Expenses to Average Net
Assets **......................... 0.29% 0.30% 0.28% 0.31% 0.31% 0.31%
Ratio of Net Investment Income to
Average Net Assets................ 5.95% 5.63% 6.14% 5.08% 4.75% 5.82%
Portfolio Turnover Rate............. 27.78% 211.97% 398.09% 52.39% 152.10% 218.60%
Portfolio Turnover Rate of Master
Fund Series....................... N/A N/A N/A N/A N/A N/A

<CAPTION>
THE DFA TWO- YEAR
THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO GLOBAL FIXED INCOME
(1) PORTFOLIO
----------------------------------------- ----------------------
YEAR YEAR YEAR YEAR YEAR FEB. 9
ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1991 1990 1989 1988 1997 1996
-------- -------- -------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................$ 10.64 $ 10.46 $ 10.42 $10.33 $ 10.37 $ 10.00
-------- -------- -------- -------- ----------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............... 0.81 0.76 0.85 0.62 0.69 0.24
Net Gain (Losses) on Securities
(Realized and Unrealized)......... 0.54 0.20 0.05 0.09 (0.12) 0.35
-------- -------- -------- -------- ----------- --------
Total From Investment Operations.... 1.35 0.96 0.90 0.71 0.57 0.59
-------- -------- -------- -------- ----------- --------
LESS DISTRIBUTIONS
Net Investment Income............... (0.74) (0.78) (0.86) (0.58) (0.53) (0.22)
Net Realized Gains.................. -- -- -- (0.04) (0.01) --
-------- -------- -------- -------- ----------- --------
Total Distributions................. (0.74) (0.78) (0.86) (0.62) (0.54) (0.22)
-------- -------- -------- -------- ----------- --------
Net Asset Value, End of Period......$ 11.25 $ 10.64 $ 10.46 $10.42 $ 10.40 $ 10.37
-------- -------- -------- -------- ----------- --------
-------- -------- -------- -------- ----------- --------
Total Return........................ 13.44% 9.72% 9.33% 7.13% 5.66% 6.01%#
-------- -------- -------- -------- ----------- --------
Net Assets, End of Period
(thousands).......................$56,971 $52,260 $53,039 $4,863 $ 418,905 $319,343
Ratio of Expenses to Average Net
Assets **......................... 0.30% 0.30% 0.30% 0.28% 0.34% 0.33%*
Ratio of Net Investment Income to
Average Net Assets................ 7.16% 7.91% 8.49% 7.97% 6.70% 3.10%*
Portfolio Turnover Rate............. 223.18% 165.50% 312.59% 253.31% N/A N/A
Portfolio Turnover Rate of Master
Fund Series....................... N/A N/A N/A N/A 119.27% 87.07%*
</TABLE>

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

<TABLE>
<C> <S>
(1) Restated to reflect a 900% stock
dividend as of January 2, 1996.

* Annualized

# Non-annualized

** Represents the combined ratio for The
DFA Two-Year Global Fixed Income
Portfolio and its pro-rata share of its
Master Fund Series.
</TABLE>

25
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE DFA GLOBAL FIXED INCOME PORTFOLIO
-------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR NOV. 6
ENDED ENDED ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1997 1996 1995 1994 1993 1992 1991 1990
---------- --------- --------- --------- --------- -------- -------- --------
Net Asset Value, Beginning of
Period.......................... $ 11.04 $ 10.51 $ 9.81 $ 10.56 $ 10.36 $ 10.47 $ 10.02 $10.00
<S> <C> <C> <C> <C> <C> <C> <C> <C>
---------- --------- --------- --------- --------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)...... 0.48 0.50 0.39 0.35 0.40 0.54 0.66 0.04
Net Gain (Losses) on Securities
(Realized and Unrealized)....... 0.33 0.61 1.08 (0.65) 0.73 0.26 0.26 (0.02)
---------- --------- --------- --------- --------- -------- -------- --------
Total From Investment Operations.. 0.81 1.11 1.47 (0.30) 1.13 0.80 0.92 0.02
---------- --------- --------- --------- --------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............. (0.88) (0.58) (0.77) (0.44) (0.45) (0.64) (0.47) --
Net Realized Gains................ (0.09) -- -- (0.01) (0.48) (0.27) -- --
---------- --------- --------- --------- --------- -------- -------- --------
Total Distributions............... (0.97) (0.58) (0.77) (0.45) (0.93) (0.91) (0.47) --
---------- --------- --------- --------- --------- -------- -------- --------
Net Asset Value, End of Period.... $ 10.88 $ 11.04 $ 10.51 $ 9.81 $ 10.56 $ 10.36 $ 10.47 $10.02
---------- --------- --------- --------- --------- -------- -------- --------
---------- --------- --------- --------- --------- -------- -------- --------
Total Return...................... 7.87% 11.13% 15.23% (2.91)% 11.42% 8.00% 11.00% 0.22%#
---------- --------- --------- --------- --------- -------- -------- --------
Net Assets, End of Period
(thousands)..................... $ 250,078 $ 165,772 $ 208,166 $ 135,529 $ 101,528 $54,607 $31,647 $8,474
Ratio of Expenses to Average Net
Assets.......................... 0.42% 0.46% 0.46% 0.49% 0.52% 0.58% 0.67% 0.51%*
Ratio of Net Investment Income to
Average Net Assets.............. 4.50% 4.88% 5.80% 5.75% 5.09% 5.52% 6.74% 6.92%*
Portfolio Turnover Rate........... 95.12% 97.78% 130.41% 113.55% 139.57% 210.39% 194.25% 0.00%*
</TABLE>

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

<TABLE>
<S><C>
(Restated to reflect a 900% stock dividend as of
January 2, 1996)

* Annualized

# Non-annualized
</TABLE>

26
<PAGE>
THE FEEDER PORTFOLIOS

Each of the seventeen Feeder Portfolios 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 (the "1940 Act"), that issues Series having the
same investment objective as each of those Portfolios. The Emerging Markets
Value Portfolio seeks to achieve its investment objective by investing all of
its investable assets in the Emerging Markets Fund, an open-end management
investment company, registered under the 1940 Act, that has the same investment
objective as the Emerging Markets Value Portfolio. This investment activity is
unlike many other investment companies which directly acquire and manage their
own portfolio of securities. The investment objective of a Feeder Portfolio may
not be changed without the approval of its shareholders. The investment
objective of a Master Fund may not be changed without approval of the
shareholders of that Master Fund. 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 Master Fund.

This prospectus describes the investment objective, policies and
restrictions of each Feeder Portfolio and its corresponding Master Fund. (See
"INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY PORTFOLIOS--U.S. 6-10 Small
Company Portfolio, U.S. 9-10 Small Company Portfolio, Japanese Small Company
Portfolio, United Kingdom Small Company Portfolio, Continental Small Company
Portfolio and Pacific Rim Small Company Portfolio"; "ENHANCED U.S. LARGE COMPANY
PORTFOLIO--Investment Objective and Policies"; "U.S. LARGE COMPANY
PORTFOLIO--Investment Objective and Policies"; "VALUE PORTFOLIOS--Investment
Objectives and Policies"; "INVESTMENT OBJECTIVES AND POLICIES--FIXED INCOME
PORTFOLIOS-DFA One-Year Fixed Income Portfolio; DFA Two-Year Global Fixed Income
Portfolio"; "RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO--Investment
Objective and Policies"; and "EMERGING MARKETS PORTFOLIO, EMERGING MARKETS SMALL
CAP PORTFOLIO AND EMERGING MARKETS VALUE PORTFOLIO--Investment Objectives 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 Master Funds. Other institutional investors,
including other mutual funds, may invest in each Master Fund, and the expenses
of such other funds and, correspondingly, their returns may differ from those of
the Feeder Portfolios. Please contact the Trust and the Emerging Markets Fund 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 and the
Emerging Markets Fund other than through a Feeder Portfolio.

The shares of the Master Funds 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. Investment in a Master Fund by other
institutional investors offers potential benefits to the Master Fund and,
through their investment in the Master Funds, the Feeder Portfolios also.
However, such 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 Master Funds. Also,
if an institutional investor were to redeem its interest in a Master Fund, the
remaining investors in that Master Fund could experience higher pro rata
operating expenses, thereby producing lower returns, and the Master Fund's
security holdings may become less diverse, resulting in increased risk.
Institutional investors that have a greater pro rata ownership interest in a
Master Fund than the corresponding Feeder Portfolio could have effective voting
control over the operation of the Master Fund.

Further, if a Master Fund 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 Master Fund 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

27
<PAGE>
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 Master Fund 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. Moreover,
a distribution in kind by the Series corresponding to the U.S. 6-10 Small
Company, U.S. 9-10 Small Company, Enhanced U.S. Large Company, DFA One-Year
Fixed Income, DFA Two-Year Global Fixed Income, U.S. 4-10 Value, U.S. 6-10
Value, U.S. Large Cap Value, RWB/DFA International High Book to Market and
Emerging Markets Value Portfolios may constitute a taxable exchange for federal
income tax purposes resulting in gain or loss to such Portfolios. Any net
capital gains so realized will be distributed to such a Portfolio's shareholders
as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.

Finally, the Feeder Portfolios' investment in the shares of the Master Funds
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
investment are not inherently different from the risks of direct investment in
securities of the type in which the Master Funds invest.

SMALL COMPANY PORTFOLIOS

INVESTMENT OBJECTIVE AND POLICIES

Each Small Company Portfolio, and the U.S. 6-10 Small Company, U.S. 9-10
Small Company, Japanese Small Company, Pacific Rim Small Company, United Kingdom
Small Company and Continental Small Company Series of the Trust (the "Small
Company Series"), operate 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 Series
solely on the basis of a company's market capitalization. "Market
capitalization" for domestic securities will be calculated by multiplying the
price of a company's stock by the number of its shares of outstanding common
stock. "Market capitalization" for foreign securities will be calculated using
the number of outstanding stocks of the company that are similar to domestic
common stocks.

Each Small Company Series intends to invest at least 80% of its assets in
equity securities of U.S., Japanese, United Kingdom, European and Pacific Rim
small companies, as defined herein, and as applicable to the Series. The Small
Company Series will be structured to reflect reasonably the relative market
capitalizations of their 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. 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 Small Company Series, may participate in the investment
performance of these companies through ownership of a Portfolio's stock.

INVESTMENT OBJECTIVES 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 U.S. 6-10 Small Company Series of the Trust
(the "6-10 Series"), which has the same investment objective and policies as the
Portfolio. The 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"

28
<PAGE>

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 "INVESTMENT OBJECTIVES 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' net assets
at the time of purchase.

U.S. 9-10 SMALL COMPANY PORTFOLIO

U.S. 9-10 Small Company Portfolio pursues its investment objective by
investing all of its assets in the U.S. 9-10 Small Company Series of the Trust
(the "9-10 Series"). The 9-10 Series 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 9-10 Series will purchase stocks of companies whose shares
are listed on the NYSE or AMEX or traded OTC. The 9-10 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. There
is some overlap in the companies in which the 9-10 Series and the 6-10 Series
invest. It is the intention of the 9-10 Series to acquire a portion of the stock
of each eligible NYSE, AMEX and OTC company on a market capitalization weighted
basis. (See "INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY
PORTFOLIOS--Portfolio Structure.") In the future, the 9-10 Series may include
stocks of small U.S. companies which are listed on other U.S. securities
exchanges. The 9-10 Series 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 Series' net
assets at the time of purchase.

JAPANESE SMALL COMPANY PORTFOLIO

Japanese Small Company Portfolio pursues its investment objective by
investing all of its assets in the Japanese Small Company Series of the Trust
(the "Japanese Series"), which has the same investment objective and policies as
the Portfolio. The Japanese Series will invest in a broad and diverse group of
readily marketable stocks of Japanese small companies which are traded in the
Japanese securities markets. Generally, 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").

While the Japanese Series 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 the Japanese Series to acquire a portion of the stock of
each of these companies on a market capitalization weighted basis. The Japanese
Series also may invest up to 5% of its assets in convertible debentures issued
by Japanese small companies. (See "INVESTMENT OBJECTIVES AND POLICIES--SMALL
COMPANY PORTFOLIOS--Portfolio Structure.")

29
<PAGE>
UNITED KINGDOM SMALL COMPANY PORTFOLIO

United Kingdom Small Company Portfolio pursues its investment objective by
investing all of its assets in the United Kingdom Small Company Series of the
Trust (the "United Kingdom Series"), which has the same investment objective and
policies as the Portfolio. The United Kingdom Series will invest 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"). Generally, 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 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 United States use the S&P 500
Index. While the FTA typically will be used by the United Kingdom Series to
determine the maximum market capitalization of any company whose stock the
Series will purchase, acquisitions by the United Kingdom Series will not be
limited to stocks which are included in the FTA. The United Kingdom Series 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 Series to acquire a portion of the
stock of each eligible company on a market capitalization basis. The United
Kingdom Series also may invest up to 5% of its assets in convertible debentures
issued by United Kingdom small companies. (See "INVESTMENT OBJECTIVES AND
POLICIES--SMALL COMPANY PORTFOLIOS--Portfolio Structure.")

CONTINENTAL SMALL COMPANY PORTFOLIO

Continental Small Company Portfolio pursues its investment objective by
investing all of its assets in the Continental Small Company Series of the Trust
(the "Continental Series"), which has the same investment objective and policies
as the Portfolio. The Continental Series 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. As of the date of this prospectus,
the Continental Series may invest in small companies located in Austria,
Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands,
Norway, Spain, Sweden, and Switzerland, 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 Continental Series invests (i.e., on a
European basis). The Advisor typically will use the appropriate country indices
of the Financial Times-Actuaries World Index ("FTW") converted to a common
currency, the U.S. dollar, 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. Generally, 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 Continental Series invests will be
considered to be "small companies" and will be eligible for purchase by the
Continental Series.

While the Advisor typically 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 Continental
Series does not intend, however, to purchase shares of any company whose market
capitalization is less than the equivalent of $5,000,000. The Continental Series
intends to acquire a portion of the stock of each eligible company on a market
capitalization basis. The Continental Series also may invest up to 5% of its
assets in convertible debentures issued by European small companies. The
Continental Series has acquired the stocks of small companies located in
Belgium, Denmark, France,

30
<PAGE>

Germany, Italy, the Netherlands, Spain, Sweden and Switzerland. When the Advisor
determines that the investments of the Continental Series 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 Continental Series of
holdings in a particular country. (See "INVESTMENT OBJECTIVES AND
POLICIES--SMALL COMPANY PORTFOLIOS--Portfolio Structure.")

PACIFIC RIM SMALL COMPANY PORTFOLIO

Pacific Rim Small Company Portfolio pursues its investment objective by
investing all of its assets in the Pacific Rim Small Company Series of the Trust
(the "Pacific Rim Series"), which has the same investment objective and policies
as the Portfolio. The Pacific Rim Series 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. As of the date of this prospectus, the Pacific Rim
Series may invest in small companies located in Australia, Hong Kong, Korea,
Malaysia, New Zealand and Singapore. In the future, the Advisor may add small
companies located in other Asian countries as securities markets in these
countries become accessible.

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
Pacific Rim Series invests (i.e., on a Pacific Rim basis). The Advisor typically
will use the appropriate country indices of the FTW converted to a common
currency and aggregated, to define "small companies." Generally, 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 Pacific Rim Series
invests will be considered to be "small companies" and will be eligible for
purchase by the Pacific Rim Series.

While the Advisor typically 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 Pacific Rim
Series does not intend to purchase shares of any company whose market
capitalization is less than $5,000,000. The Pacific Rim Series intends to
acquire a portion of the stock of each eligible company on a market
capitalization basis. The Pacific Rim Series also may invest up to 5% of its
assets in convertible debentures issued by small companies located in the
Pacific Rim. (See "INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY
PORTFOLIOS--Portfolio Structure.")

INTERNATIONAL SMALL COMPANY PORTFOLIO

The International Small Company Portfolio seeks to achieve its investment
objective by investing virtually all of its assets in all four Underlying Series
in such relative portions as determined by the Advisor from time to time. A
small portion of the assets of International Small Company Portfolio may be
invested in short-term, high-quality, fixed-income obligations pending
investment in shares of the Underlying Series and/or pending payment of
redemptions of its own shares for cash. For a complete description of the
investment objectives and policies, portfolio structure and transactions for
each Underlying Series, see "INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY
PORTFOLIOS." The International Small Company Portfolio is designed for investors
who wish to achieve their investment objective of capital appreciation by
participating in the investment performance of a broad range of equity
securities of Japanese, United Kingdom, European and Pacific Rim small
companies.

31
<PAGE>

As of the date of this prospectus, the Small Company Portfolio invests in
the shares of the Underlying Series within the following percentage ranges:

<TABLE>
<CAPTION>
INVESTMENT
UNDERLYING SERIES RANGE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
Japanese Small Company............................................................ 20 - 45%
United Kingdom Small Company...................................................... 5 - 25%
Continental Small Company......................................................... 20 - 45%
Pacific Rim Small Company......................................................... 5 - 25%
</TABLE>

The allocation of the assets of International Small Company Portfolio to be
invested in the Underlying Series will be determined by the Advisor on at least
a semi-annual basis. In setting the target allocation, the Advisor will first
consider the market capitalizations of all eligible companies in each of the
Underlying Series. The Advisor will calculate the market capitalizations for
each Underlying Series in the manner described under "INVESTMENT OBJECTIVES AND
POLICIES--SMALL COMPANY PORTFOLIOS." In determining the target allocations, the
Advisor, using its best judgment, will seek to eliminate the effect of cross
holdings between companies on a Series by Series basis and may take into account
the existence of substantial private or government ownership of the shares of a
company. The Advisor may also consider such other factors as it deems
appropriate with respect to determining the target allocations. The Advisor
expects to change the relative weights ascribed to each Underlying Series, based
on its updated market capitalization calculations, when it determines that
fundamental changes in the relative values ascribed by market forces to each
relevant geographic area have occurred. To maintain target weights during the
period, adjustments may be made by applying future purchases by International
Small Company Portfolio in proportion necessary to rebalance the investment
portfolio of the Portfolio. As of the date of this prospectus, the target
allocations for investment by the Portfolio in the Underlying Series are:
Japanese Small Company Series--25%; United Kingdom Small Company Series--20%;
Continental Small Company Series--40%; and Pacific Rim Small Company
Series--15%.

PORTFOLIO STRUCTURE

Each Small Company 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 Series a reasonable reflection of the relative market
capitalizations of its portfolio companies. The following discussion applies to
the investment policies of the Small Company Series.

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 that with
respect to Continental and Pacific Rim Series, such determination shall be made
by reference to other companies located in all countries in which the Series
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 Series 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.

32
<PAGE>
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, each Small Company Series may, in exchange
for the issuance of shares, acquire securities eligible for purchase or
otherwise represented in their portfolios at the time of the exchange. (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 "INVESTMENT OBJECTIVES 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 "INVESTMENT OBJECTIVES AND POLICIES--SMALL COMPANY
PORTFOLIOS--Portfolio Transactions.") A further deviation from market
capitalization weighting may occur if a Series invests a portion of its assets
in privately placed 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.

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.

PORTFOLIO TRANSACTIONS

On a periodic basis, the Advisor will review the holdings of each Small
Company Series 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 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 Small Company Series 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.

33
<PAGE>
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 the issuer's 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 " INVESTMENT OBJECTIVES AND
POLICIES--FIXED INCOME PORTFOLIOS--Description of Investments.")

U.S. Large Company Series may also acquire stock index futures contracts and
options thereon in order to commit funds awaiting investment in stocks or
maintain cash liquidity. To the extent that the Series invests in stock index
futures contracts and options thereon for other than bona fide hedging purposes,
the Series will not purchase such futures contracts or options if as a result
more than 5% of its total assets would then consist of initial margin deposits
and premiums required to establish 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 earning additional
income. For information concerning Standard & Poor's Rating Group, a Division of
The McGraw-Hill Companies ("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

34
<PAGE>

U.S. Large Company Series"). 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
1940 Act, 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. Certain of
these Index Derivatives are speculative and may subject the Portfolio to
additional risks (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 Two-Year Global Fixed Income Series and, to the extent
allowed by the 1940 Act, shares of money market mutual funds (collectively,
"Fixed Income Investments") (See "INVESTMENT OBJECTIVES AND POLICIES--FIXED
INCOME PORTFOLIOS--Description of Investments"). The Series' investments in the
securities of other investment companies may 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 1940 Act. The Enhanced U.S.
Large Company Series will maintain a segregated account consisting of liquid
assets (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 of 1986, as amended (the
"Code") or by unanticipated illiquidity in the marketplace for such instruments.
For more information about Index Derivatives, see "RISK FACTORS--ALL
PORTFOLIOS."

It is the position of the Securities and Exchange Commission (the "SEC")
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.

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

35
<PAGE>
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 prices
and amount of the Large Company Portfolios or the Large Company Series or the
issuance or sale of the Large Company Portfolios or the Large Company Series 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 AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS 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. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND 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 Portfolio intends to invest in the stocks of large companies in
Europe, Australia and the Far East. As of the date of this prospectus, the
Portfolio may invest in the stocks of large companies in Australia, Belgium,
Denmark, France, Germany, Italy, Hong Kong, Japan, Malaysia, the Netherlands,
New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United
Kingdom. As the Portfolio's asset growth permits and it may invest in the stocks
of large companies in Austria, Finland and Ireland.

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. To the extent that
the Portfolio invests in index futures contracts for other than bona fide
hedging purposes, the Portfolio will not purchase futures contracts if as a
result more than 5% of its total assets would then consist of initial 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 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. Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held

36
<PAGE>
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 securities eligible
for purchase at the time of the exchange or otherwise represented in the
portfolio 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.

DFA REAL ESTATE SECURITIES PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of DFA Real Estate Securities Portfolio is to
achieve long-term capital appreciation. 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. Investments will include,
principally, equity securities of

37
<PAGE>
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. To the extent
that the Portfolio invests in futures contracts or options for other than bona
fide hedging purposes, the Portfolio will not purchase futures 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 margin deposits and premiums required to
establish such contracts or options.

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, 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. Furthermore, 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.

38
<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 securities
eligible for purchase or otherwise represented in the portfolio at the time of
the exchange 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.

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

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each of these Portfolios is to achieve long-term
capital appreciation. U.S. Large Cap Value Portfolio, U.S. 4-10 Value Portfolio,
and U.S. 6-10 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"), U.S. 4-10 Value Series (the "4-10 Value Series") and U.S. 6-10
Value Series (the "6-10 Value Series") of the Trust, respectively. Each Value
Series has the same investment objective and policies as the corresponding Value
Portfolio. Ordinarily, each of the Series will invest at least 80% of its assets
in a broad and diverse group of readily marketable common stocks of U.S.
companies which the Advisor believes to be value stocks at the time of purchase.
Securities are considered value stocks primarily because a company's shares have
a high book value in relation to their market value (a "book to market ratio").
Generally, 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 6-10 Value Series will purchase common stocks of companies

39
<PAGE>
whose market capitalizations are smaller than such company. The 4-10 Value
Series will purchase common stocks of companies whose market capitalizations are
equal to the market capitalizations of companies in the 4th through 10th deciles
of those companies listed on the NYSE. With respect to the 9th and 10th deciles,
the 4-10 Series will only purchase such common stocks when it is advantageous to
do so through block trades with the Advisor's other accounts. In measuring
value, the Advisor may consider additional factors such as cash flow, economic
conditions and developments in the issuer's industry.

PORTFOLIO STRUCTURE

Each Series will operate as a diversified investment company. Further, no
Series will invest more than 25% of its total assets in securities of companies
in a single industry. 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 and 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 and, with respect to the
4-10 Value Series, because it intends to purchase common stocks in the 9th and
10th deciles only through block trades, as described above. 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 securities eligible for purchase at the time of the
exchange or otherwise represented in their portfolios 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 may be 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.

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 4-10 and 6-10 Value Series each 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.

40
<PAGE>
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. The 4-10 and
6-10 Value Series may also sell portfolio securities in the same circumstances,
however, each 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.

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 the
Advisor believes to be value stocks at the time of purchase. Securities are
considered value stocks primarily because a company's shares have a high book
value in relation to their market value (a "book to market ratio"). In measuring
value, the Advisor may consider additional factors such as cash flow, economic
conditions and developments in the issuer's industry. Generally, 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. As of the date of
this prospectus, the International Value Series may invest in the stocks of
large companies in Australia, Belgium, Denmark, France, Germany, Hong Kong,
Italy, Japan, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland and the United Kingdom. As the Series' asset growth permits,
it may invest in the stocks of large companies in other developed markets,
including Austria, Finland and Ireland.

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. To the extent that the International Value
Series invests in futures contracts for other than bona fide hedging purposes,
the Series will not purchase futures contracts if as a result more than 5% of
its total assets would then consist of initial 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.

As of the date of this prospectus, the International Value Series intends to
invest in companies having at least $800 million of market capitalization, and
the Series will be approximately market capitalization weighted. The Advisor may
reset such floor from time to time to reflect changing market conditions. 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 also will occur because the
International Value Series intends to purchase round lots only. Furthermore, in
order to retain sufficient liquidity, the relative amount

41
<PAGE>
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 privately placed 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 securities eligible for purchase at the time of the
exchange or otherwise represented in its portfolio 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 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.

42
<PAGE>
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 be value stocks at the time of purchase.
Securities are considered value stocks primarily because a company's shares have
a high book to market ratio. Generally, such shares will be considered eligible
for investment. In measuring value, the Advisor may consider additional factors
such as cash flow, economic conditions and developments in the issuer's
industry. 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. As of the date of this prospectus, the Portfolio may
invest in the stocks of small companies in Australia, Belgium, Denmark, France,
Germany, Hong Kong, Italy, Japan, Malaysia, the Netherlands, New Zealand,
Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom. As the
Portfolio's asset growth permits, it may invest in the stocks of small companies
in other developed markets, including Austria, Finland and Ireland.

Under normal market conditions, at least 65% of the Portfolio's assets will
be invested in small companies, as defined herein, 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. Currently no more than 40% of the Portfolio's
assets is invested in such companies in any one country, and if this changes, a
supplement to this prospectus will disclose such change. The Portfolio reserves
the right to invest in index futures contracts to commit funds awaiting
investment or to maintain liquidity. To the extent that the Portfolio invests in
futures contracts for other than bona fide hedging transactions, the Portfolio
will not purchase futures contracts if as a result more than 5% of its total
assets would then consist of initial 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.

As of the date of this prospectus, the Portfolio intends to invest in small
companies which, for purposes of this Portfolio, are defined as companies having
no more than $800 million of market capitalization. The Advisor may reset such
ceiling from time to time to reflect changing market conditions. The Advisor
believes that such maximum amount accounts for variations in company size among
countries and 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 also will occur because the
Portfolio intends to purchase round lots only. Furthermore, 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.

43
<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, adherence to the policy of market capitalization weighting would
otherwise require. In addition, the Portfolio may acquire securities eligible
for purchase at the time of the exchange or otherwise represented in the
portfolio 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 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 common
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 issuers 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.

EMERGING MARKETS PORTFOLIO,
EMERGING MARKETS SMALL CAP PORTFOLIO
AND EMERGING MARKETS VALUE PORTFOLIO

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of both the Emerging Markets Portfolio and the
Emerging Markets Small Cap Portfolio is to achieve long-term capital
appreciation. The Emerging Markets 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 Small Cap Portfolio pursues its objective by
investing all of its assets in the Emerging Markets Small Cap Series of the
Trust (the "Emerging Markets Small Cap Series"), which has the same investment
objective

44
<PAGE>
and policies as the Portfolio. The investment objective of the Emerging Markets
Value Fund is to seek long-term capital growth through investment primarily in
emerging market equity securities. The Emerging Markets Value Portfolio pursues
its objective by investing all of its assets in the Emerging Markets Fund, which
has the same investment objective and policies as the Portfolio. Each Master
Fund operates as a diversified investment company and seeks to achieve its
investment objective by investing in emerging markets designated by the
Investment Committee of the Advisor ("Approved Markets"). Each Master Fund
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").

MASTER FUND CHARACTERISTICS AND POLICIES

The Emerging Markets Series of the Trust will seek a broad market coverage
of larger companies within each Approved Market. This Series will attempt to own
shares of companies whose aggregate overall share of the Approved Market's total
public market capitalization is at least in the upper 40% of such
capitalization, and can be as large as 75%. The Emerging Markets Series may
limit the market coverage in the smaller emerging markets in order to limit
purchases of small market capitalization companies.

The Emerging Markets Small Cap Series of the Trust will seek a broad market
coverage of smaller companies within each Approved Market. This Series will
attempt to own shares of companies whose market capitalization is less than $1.5
billion. On a periodic basis, the Advisor will review the holdings of the
Emerging Markets Small Cap Series and determine which, at the time of such
review, are no longer considered small emerging market companies. The present
policy is to consider portfolio securities for sale when they have appreciated
sufficiently to rank, on a market capitalization basis, 100% larger than the
largest market capitalization that is eligible for purchase as set by the
Advisor for that Approved Market.

The Emerging Markets Fund seeks to achieve its objective by investing in
emerging market equity securities which are deemed by the Advisor to be value
stocks at the time of purchase. Securities are considered value stocks primarily
because they have a high book value in relation to their market value. In
measuring value, the Advisor may consider additional factors such as cash flow,
economic conditions and developments in the issuer's industry. No assurance can
be given that the Emerging Markets Fund's investment objective will be achieved.

The Emerging Markets Fund's policy is to seek to achieve its investment
objective by investing in emerging market equity securities across all market
capitalizations, and specifically those which are deemed by the Advisor to be
value stocks at the time of purchase, as described above.

Each Master Fund may not invest in all such companies or Approved Markets
described above or achieve approximate market weights, for reasons which include
constraints imposed within Approved Markets (e.g., restrictions on purchases by
foreigners), and each Master Fund's policy not to invest more than 25% of its
assets in any one industry.

Under normal market conditions, the Emerging Markets Series will invest at
least 65% of its assets in Approved Market securities; the Emerging Markets
Small Cap Series will invest at least 65% of its assets in small company (as
defined above) Approved Market securities; and the Emerging Markets Fund will
invest at least 65% of its assets in Approved Market equity securities that are
deemed by the Advisor to be value stocks at the time of purchase. 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

45
<PAGE>
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.

With respect to the Emerging Markets Series and Emerging Markets Small Cap
Series, the Advisor defines the term "emerging market" to mean a country which
is considered to be an emerging market by the International Finance Corporation.
In determining what countries have emerging markets with respect to the Emerging
Markets Fund, the Fund will consider among other things, the data, analysis and
classification of countries published or disseminated by the International Bank
for Reconstruction (commonly known as the World Bank) and the International
Finance Corporation. Approved emerging markets may not include all such emerging
markets. In determining whether to approve markets for investment, the Advisor
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 Emerging Markets Small Cap Series
and the Emerging Markets Fund.

As of the date of this prospectus, the following countries are designated as
Approved Markets: Argentina, Brazil, Chile, Indonesia, Israel, Malaysia, Mexico,
Philippines, Portugal, South Korea, Thailand and Turkey. Countries that may be
approved in the future include but are not limited to Colombia, Czech Republic,
Greece, Hungary, India, Jordan, Nigeria, Pakistan, Poland, Republic of China
(Taiwan), Republic of South Africa, Venezuela and Zimbabwe.

Each Master Fund 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,
each Master Fund 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, each Master Fund 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 no Master Fund
expects the aggregate of all such amounts to exceed 10% of its net assets under
normal circumstances.

The Master Funds also may invest in shares of other investment companies
that invest in one or more Approved Markets, although they intend to do so only
where access to those markets is otherwise significantly limited. The Master
Funds may also invest in money market mutual funds for temporary cash management
purposes. The 1940 Act limits investment by a Master Fund in shares of other
investment companies to no more than 10% of the value of a Master Fund's total
assets. If a Master Fund invests in another investment company, the Master
Fund's shareholders will bear not only their proportionate share of expenses of
the Master Fund (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 a Master Fund to
establish a wholly-owned subsidiary or a trust for the

46
<PAGE>
purpose of investing in the local markets. Each Master Fund also may invest up
to 5% of its assets in convertible debentures issued by companies organized in
Approved Markets.

PORTFOLIO STRUCTURE

The Emerging Markets Series' and Emerging Markets Small Cap Series' 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 for a Series or the Emerging Markets Fund's criterion for investment,
it may not be included in a Master Fund 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 Code). 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.

Changes in the composition and relative ranking (in terms of book to market
ratio) of the stocks which are eligible for purchase by the Emerging Markets
Fund 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 value stocks which are
eligible for investment. Such list will be revised no less than semi-annually.

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 a Series involves greater risk
than including a large number of them.

The Master Funds do 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 a
Master Fund do pay dividends. It is anticipated, therefore, that the Master
Funds 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.
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.

For the purpose of converting U.S. dollars to another currency, or vice
versa, or converting one foreign currency to another foreign currency, each
Master Fund may enter into forward foreign exchange contracts. In addition, to
hedge against changes in the relative value of foreign currencies, each Master
Fund may purchase foreign currency futures contracts. A Master Fund will only
enter into such a futures contract if it is expected that the Master Fund 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 Master
Fund may suffer a loss.

SECURITIES LOANS

All of the Portfolios and Master Funds are authorized to lend securities to
qualified brokers, dealers, banks and other financial institutions for the
purpose of earning additional income, although inasmuch as

47
<PAGE>
the Feeder Portfolios will only hold shares of a corresponding Master Fund,
these Portfolios do not intend to lend those shares. While a Portfolio or Master
Fund may earn additional income from lending securities, such activity is
incidental to the investment objective of a Portfolio or Master Fund. The value
of securities loaned may not exceed 33 1/3% of the value of a Portfolio's or
Master Fund's total assets. In connection with such loans, a Portfolio or Master
Fund 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
Master Funds will be able to terminate the loan at any time and 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 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").
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
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 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.

48
<PAGE>
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 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 five 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 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. Ordinarily, the Portfolio will
invest at least 65% of its assets in 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.
Ordinarily, the Portfolio will invest at least 65% of its assets 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, based upon market values, 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

49
<PAGE>
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 and the One-Year Fixed Income and
Two-Year Global Fixed Income Series.

<TABLE>
<CAPTION>
PERMISSIBLE
CATEGORIES:
-------------
<S> <C>
DFA One-Year Fixed Income Series............................................... 1- 6, 8
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
</TABLE>

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 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 from banks having 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 of the
Advisor. 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.

50
<PAGE>
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 or 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.

Investors should be aware that the net asset values of the Fixed Income
Portfolios may change as general levels of interest rates fluctuate. When
interest rates increase, the value of a portfolio of fixed-income securities can
be expected to decline. Conversely, when interest rates decline, the value of a
portfolio of fixed-income securities can be expected to increase.

The categories of investments that may be acquired by each of the Fixed
Income Portfolios (other than DFA Intermediate Government Fixed Income
Portfolio) and the One-Year Fixed Income and Two-Year Global Fixed Income Series
may include both fixed and floating rate securities. Floating rate securities
bear interest at rates that vary with prevailing market rates. Interest rate
adjustments are made periodically (E.G., every six months), usually based on a
money market index such as the London Interbank Offered Rate (LIBOR) or the
Treasury bill rate.

INVESTMENTS IN THE BANKING INDUSTRY

The One-Year 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 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 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, both Series are authorized to invest
more than 25% of their total assets in Treasury bonds, bills and notes and
obligations of federal agencies and instrumentalities.

PORTFOLIO STRATEGY

The One-Year 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 on investment
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

51
<PAGE>
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 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 Two-Year
Global Fixed Income Series, could be 0% to 200%. While the Fixed Income
Portfolios, the One-Year Fixed Income Series and Two-Year Global Fixed Income
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 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 1940 Act, 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
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.

RISK FACTORS--ALL PORTFOLIOS

SMALL COMPANY SECURITIES

Typically, securities of small companies are less liquid than securities of
large companies. Recognizing this factor, management will endeavor to effect
securities transactions in a manner to avoid causing significant price
fluctuations in the market for these securities. In addition, the prices of
small company securities may fluctuate more sharply than those of other
securities.

52
<PAGE>
FOREIGN SECURITIES

The International Equity Portfolios, International Value Series, DFA Global
Fixed Income Portfolio, One-Year Fixed Income Series, Two-Year Global Fixed
Income Series and Enhanced U.S. Large Company Series (directly or indirectly
through their investment in the Master Funds) 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 Master Funds. (Also see
"Foreign Currencies and Related Transactions" below.) 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 Global Fixed Income
Series, Enhanced U.S. Large Company 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.

The economies of many countries in which the Portfolios identified above and
the Master Funds invest are not as diverse or resilient as the U.S. economy, and
have significantly less financial resources. Some countries are more heavily
dependent on international trade and may be affected to a greater extent by
protectionist measures of their governments, or dependent upon a relatively
limited number of commodities and, thus, resistive to changes in world prices
for these commodities.

In many foreign countries, stock markets are more variable than U.S. markets
for two reasons. Contemporaneous declines in both (i) foreign securities prices
in local currencies and (ii) the value of local currencies in relation to the
U.S. dollar can have a significant negative impact on the net asset value of a
Portfolio or Master Fund that holds the foreign securities. The net asset value
of the Portfolios and Master Funds are denominated in U.S. dollars, and,
therefore, declines in market price of both the foreign securities held by a
Portfolio or a Master Fund and the foreign currency in which these securities
are denominated will be reflected in the net asset value of the Portfolio's and
Master Fund's shares.

INVESTING IN EMERGING MARKETS

The investments of the Emerging Markets Series, Emerging Markets Small Cap
Series and Emerging Markets Fund 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, Emerging Markets Small Cap Series and Emerging Markets Fund will
invest only in markets where these restrictions are considered acceptable to the
Advisor, new or additional repatriation restrictions might be imposed subsequent
to a Master Fund's investment. If such restrictions were imposed subsequent to
investment in the securities of a particular country, a Master Fund might, among
other things, discontinue the purchasing of securities in that country. Such
restrictions will be considered in relation to the Master Fund's 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 a Master Fund is the responsibility of the Master Fund's
Board of Trustees or Directors, 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 Master Funds because foreign shareholders hold the
maximum amount permissible under current laws.

53
<PAGE>
Relative to the U.S. and to larger non-U.S. markets, many of the emerging
securities markets in which the Emerging Markets Series, Emerging Markets Small
Cap Series and Emerging Markets Fund 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. These risks are heightened for investments in
small company emerging markets securities.

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 to market-based economies. There can be
no assurance that such transitions will be successful.

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 do not keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. The inability of
a Master Fund to make intended securities purchases due to settlement problems
could cause the Master Fund to miss investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to a Master Fund due to subsequent declines in value of the
portfolio security or, if the Master Fund 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 a Master Fund's portfolio securities in
such markets may not be readily available. The Master Fund's 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 or Directors of
the relevant Master Fund.

Government involvement in the private sector varies in degrees among the
emerging securities markets contemplated for investment by each Master Fund.
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 a Master Fund.

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, Emerging
Markets Small Cap Series and Emerging Markets Fund 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 (directly or indirectly
through their investment in the Master Funds) and DFA Global Fixed Income
Portfolio, many of the investments of the Two-Year Global Fixed Income Series
and, to a lesser extent, the investment in the Enhanced U.S. Large Company
Series, will be denominated in foreign currencies. Changes in the relative
values of foreign currencies and

54
<PAGE>
the U.S. dollar, therefore, will affect the value of investments of these
Portfolios and Master Funds. These Portfolios and Master Funds may purchase
foreign currency futures contracts and options thereon in order to hedge against
changes in the level of foreign currency exchange rates. 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 Master Funds 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 Master Fund 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 depend on the direction of interest rates and other economic factors.

BORROWING

Each Portfolio and each corresponding Master Fund, except the 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 Master Fund may 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 Master Fund may increase or decrease at a
greater rate than would be the case if the Portfolio or Master Fund had not
leveraged. The interest payable on the amount borrowed would increase the
Portfolio's or Master Fund's expenses and, if the appreciation and income
produced by the investments purchased when the Portfolio or Master Fund 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, Enhanced U.S. Large
Company Portfolio and their corresponding Series) and, in respect of those that
are Feeder Portfolios, the corresponding Master Funds, 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 Real Estate Securities Portfolio,
the International Value Series, the Emerging Markets Series, the Emerging
Markets Small Cap Series, the DFA International Small Cap Value Portfolio and
the Emerging Markets Fund may invest in index futures contracts and options on
index futures. To the extent that such Master Funds or Portfolios invest in
futures contracts and options thereon for other than bona fide hedging purposes,
no Master Fund 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 Master Fund's or Portfolio's
total assets, after taking into account unrealized

55
<PAGE>
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%. Certain
index futures contracts and options on index futures may be considered to be
derivative securities.

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
Master Fund 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 Master Fund's ability to close a position in such
investments. Gains or losses on investments in options and futures depend on the
direction of securities prices, interest rates and other economic factors, and
the loss from investing in futures transactions is potentially unlimited. The
Portfolio's and Master Fund's investment in futures contracts and options are
subject to special tax rules that may affect the amount, timing and character of
the income earned by the Portfolios and the Master Funds, and the Portfolios'
and the Master Funds' distributions to their shareholders. (These special rules
are discussed in the statement of additional information.)

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. Certain put and call options on stock indices and stock index
futures may be considered to be derivative securities.

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 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. Certain

56
<PAGE>

restrictions imposed on the Enhanced U.S. Large Company Series by the Code may
limit the ability of such Series to invest in options.

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. Swap agreements are considered to be derivative
securities.

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 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
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.

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 and Two-Year Global Fixed Income Series (and, thus, DFA One-Year Fixed
Income Portfolio and DFA Two-Year Global Fixed Income Portfolio) than might
occur in less concentrated portfolios.

The DFA 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

57
<PAGE>
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 Master Funds may invest in
repurchase agreements. In the event of the bankruptcy of the other party to a
repurchase agreement, the Fund or a Master Fund 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 Master Fund.
As such, the Advisor is responsible for the management of their respective
assets. Investment decisions for all Portfolios of the Fund and all Master Funds
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
International Small Company Portfolio) and the Master Funds and Underlying
Series with a trading department and selects brokers and dealers to effect
securities transactions. 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, 1997, (i) the Advisor (including a
sub-advisor in respect of DFA Real Estate Securities Portfolio) received a fee
for its services from the Fund or Master Funds 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
Master Fund; and (ii) the total expenses of each Portfolio were the following
percentages of respective average net assets:

<TABLE>
<CAPTION>
MANAGEMENT TOTAL
PORTFOLIO FEE EXPENSES
- --------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
U.S. 9-10 Small Company(1)........................................... 0.50% 0.60%
U.S. 6-10 Small Company.............................................. 0.03% 0.45%
U.S. Large Company(2)................................................ 0.025% 0.15%
Enhanced U.S. Large Company(3)....................................... 0.05% 0.52%
U.S. 6-10 Value...................................................... 0.20% 0.60%
U.S. Large Cap Value................................................. 0.10% 0.35%
DFA Real Estate Securities(4)........................................ 0.30% 0.48%
Japanese Small Company(5)............................................ 0.10% 0.73%
Pacific Rim Small Company(5)......................................... 0.10% 0.84%
United Kingdom Small Company(5)...................................... 0.10% 0.70%
Continental Small Company(5)......................................... 0.10% 0.72%
</TABLE>

58
<PAGE>

<TABLE>
<CAPTION>
MANAGEMENT TOTAL
PORTFOLIO FEE EXPENSES
- --------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
International Small Company(6)....................................... 0.10% 0.75%
Emerging Markets..................................................... 0.10% 0.99%
Large Cap International.............................................. 0.25% 0.47%
RWB/DFA International High Book to Market............................ 0.20% 0.50%
DFA International Small Cap Value.................................... 0.65% 0.90%
DFA One-Year Fixed Income............................................ 0.05% 0.22%
DFA Five-Year Government............................................. 0.20% 0.29%
DFA Global Fixed Income.............................................. 0.25% 0.42%
DFA Intermediate Government Fixed Income............................. 0.15% 0.25%
DFA Two-Year Global Fixed Income..................................... 0.05% 0.34%
</TABLE>

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

(1) Prior to November 30, 1997, the U.S. 9-10 Small Company Portfolio invested
its assets directly in stocks of small companies. Prior to November 30,
1997, the Fund, on behalf of the Portfolio, had an investment management
agreement with the Advisor; the percentage in the above table reflects the
management fee as a percentage of average net assets paid by the Portfolio
to the Advisor for the fiscal year ended November 30, 1997.

(2) For the fiscal year ended November 30, 1997, pursuant to the terms of the
current administration agreement between U.S. Large Company Portfolio and
the Advisor, the Advisor 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. Beginning August 9, 1996, in addition to the
waiver/assumption effective on December 1, 1995, the Advisor agreed to
assume expenses or waive the fee payable by the U.S. Large Company Portfolio
under the administration agreement by an additional .09% of average assets
on an annual basis. Absent this arrangement, the annualized ratio of total
operating expenses to average net assets for U.S. Large Company Portfolio
for the fiscal year ended November 30, 1997, was 0.35%.

(3) Effective August 1, 1997, the Advisor has agreed to waive its fee under the
administration agreement to the extent necessary to reduce the direct and
indirect cumulative annual expenses of the Enhanced U.S. Large Company
Portfolio to not more than 0.45% of average net assets of the Portfolio on
an annualized basis; the Portfolio's direct and indirect cumulative annual
expenses may exceed 0.45% of its average net assets on an annualized basis
notwithstanding this fee waiver. This arrangement does not extend to the
fees of the Enhanced U.S. Large Company Series of the Trust. Absent this
arrangement, the annualized ratio of total operating expenses to average net
assets for the Enhanced U.S. Large Company Portfolio for the fiscal year
ended November 30, 1997, was 0.54%.

(4) Effective December 20, 1996, the investment advisory fee payable by the Fund
on behalf of the DFA Real Estate Securities Portfolio to the Advisor was
reduced from .325% to .30% of the average net assets of the Portfolio on an
annual basis. Effective December 11, 1996, the sub-advisory agreement
between the Fund, on behalf of the Portfolio, and AEW terminated; pursuant
to the terms of the sub-advisory agreement, the Portfolio paid AEW a fee
equal to .175% of its average net assets on an annual basis.

(5) Effective August 9, 1996, the Advisor agreed to waive its administration fee
and assume the direct expenses of the Japanese Small Company, United Kingdom
Small Company, Continental Small Company and Pacific Rim Small Company
Portfolios to the extent necessary to keep the direct annual expenses of
each Portfolio to not more than 0.47% of average net assets of the Portfolio
on an annualized basis; this arrangement does not extend to the fees and
expenses of the Trust Series. For

59
<PAGE>

the fiscal year ended November 30, 1997, the Advisor was not required to
waive any portion of its fee pursuant to such agreement.

(6) The Advisor provides asset allocation advice with respect to the Underlying
Series to the International Small Company Portfolio without charge pursuant
to a written agreement. The investment management fees applicable to each
Underlying Series are equal to 0.10% of the average net assets of the Series
on an annual basis. The International Small Company Portfolio, as a
shareholder of each Underlying Series, benefits from the investment
management services provided by the Advisor to each of the Underlying
Series, and indirectly bears its proportionate share of the investment
management fees paid by such Series. The Advisor has agreed to waive its
administration fee and assume the direct expenses of the International Small
Company Portfolio to the extent necessary to keep the administration fee and
direct annual expenses of the Portfolio to not more than 0.45% of average
net assets of the Portfolio on an annualized basis; this arrangement does
not extend to the fees and expenses of the Underlying Series. For the fiscal
year ended November 30, 1997, the Advisor was not required to waive any
portion of its fee pursuant to such agreement.

With respect to the Emerging Markets Small Cap Portfolio, U.S. 4-10 Value
Portfolio and Emerging Markets Value Portfolio, the investment management fees
which the corresponding Master Funds are obligated to pay, calculated as a
percentage of the average net assets of the Master Funds on an annual basis,
are: Emerging Markets Small Cap Series--.20%, U.S. 4-10 Value Series--.10% and
Emerging Markets Fund--.10%.

The Fund and the Master Funds bear all of their own costs and expenses,
including: services of their 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 their shareholders and directors or trustees, the cost of filing
their registration statements under the federal securities laws and the cost of
any filings required under 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. The expenses of the Fund which are not allocable to a particular
Portfolio are to be borne by each Portfolio on the basis of its relative net
assets. Similarly, the expenses of the Trust which are not allocable to a
particular Series are to be borne by each Series on the basis of its relative
net assets.

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 $27 billion. David G. Booth and Rex A.
Sinquefield, directors and officers of the Fund, the Emerging Markets Fund and
the Advisor, trustees and officers of the Trust, and shareholders of the
Advisor's outstanding stock, 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 Series") and beneficially owns 100% of DFA Australia Limited ("DFA
Australia") (see "Investment Services--Japanese and Pacific Rim Small Company
Series").

INVESTMENT SERVICES--UNITED KINGDOM AND CONTINENTAL SMALL COMPANY SERIES

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
Series. DFAL's duties include the maintenance of a trading desk for the Series
and the determination of the best and most efficient means of executing
securities transactions. On at least

60
<PAGE>

a semi-annual basis the Advisor reviews the holdings of United Kingdom and
Continental Small Company Series and reviews the trading process and the
execution of securities transactions. The Advisor is responsible for determining
those securities which are eligible for purchase and sale by these Series 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 Series. The Advisor pays DFAL
quarterly fees of 12,500 pounds sterling for services to each Series. 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.

INVESTMENT SERVICES--JAPANESE AND PACIFIC RIM SMALL COMPANY SERIES

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 Series. DFA Australia's duties
include the maintenance of a trading desk for each Series 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 Series and reviews the trading process and the
execution of securities transactions. The Advisor is responsible for determining
those securities which are eligible for purchase and sale by these Series 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
Series. The Advisor pays DFA Australia $13,000 per year for the sub-advisory
services that DFA Australia provides to the Advisor with respect to the Japanese
and Pacific Rim Small Company Series.

CONSULTING SERVICES--DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO, LARGE CAP
INTERNATIONAL PORTFOLIO, DFA INTERNATIONAL VALUE SERIES, EMERGING MARKETS
SERIES, EMERGING MARKETS SMALL CAP SERIES AND DIMENSIONAL EMERGING MARKETS FUND

The Advisor has entered into a Consulting Services Agreement with DFAL and
DFA Australia, respectively. Pursuant to the terms of each Consulting Services
Agreement, DFAL and DFA Australia provide certain trading and administrative
services to the Advisor with respect to DFA International Small Cap Value
Portfolio, Large Cap International Portfolio, DFA International Value Series,
Emerging Markets Series, Emerging Markets Small Cap Series and Emerging Markets
Fund.

ADMINISTRATIVE SERVICES--THE FEEDER PORTFOLIOS AND INTERNATIONAL SMALL COMPANY
PORTFOLIO

The Fund has entered into an administration agreement with the Advisor, on
behalf of each Feeder Portfolio and International Small Company 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
Master Fund; and any other administrative services for the benefit of the
Portfolio as the Board of Directors may reasonably request. For its

61
<PAGE>
administrative services, the Feeder Portfolios and International Small Company
Portfolio are obligated to pay the Advisor a monthly fee equal to one-twelfth of
the percentages listed below:

<TABLE>
<S> <C>
U.S. 6-10 Small Company............................................... .32%
U.S. 9-10 Small Company............................................... .40%
U.S. Large Company.................................................... .125%(a)
Enhanced U.S. Large Company........................................... .15%(b)
U.S. 4-10 Value....................................................... .40%
U.S. 6-10 Value....................................................... .30%
U.S. Large Cap Value.................................................. .15%
RWB/DFA International High Book to Market............................. .01%
Japanese Small Company................................................ .40%(c)
Pacific Rim Small Company............................................. .40%(c)
United Kingdom Small Company.......................................... .40%(c)
Continental Small Company............................................. .40%(c)
International Small Company........................................... .40%(d)
Emerging Markets...................................................... .40%
Emerging Markets Small Cap............................................ .45%
Emerging Markets Value................................................ .40%
DFA One-Year Fixed Income............................................. .10%
DFA Two-Year Global Fixed Income...................................... .10%
</TABLE>

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

(a) 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.
Beginning August 9, 1996, in addition to the waiver/assumption effective on
December 1, 1995, the Advisor has agreed to assume expenses or waive the
fee payable by the U.S. Large Company Portfolio under the administration
agreement by an additional .09% of average assets on an annual basis. The
above fees reflect that waiver.

(b) Effective August 1, 1997, the Advisor has agreed to waive its
administration fee to the extent necessary to reduce the direct and
indirect cumulative annual expenses of the Enhanced U.S. Large Company
Portfolio to not more than 0.45% of average net assets of the Portfolio on
an annualized basis.

(c) Effective August 9, 1996, the Advisor has agreed to waive its
administration fee and assume the direct expenses of the Japanese Small
Company, United Kingdom Small Company, Continental Small Company and
Pacific Rim Small Company Portfolios to the extent necessary to keep the
direct annual expenses of each Portfolio to not more than 0.47% of average
net assets of the Portfolio on an annualized basis; this arrangement does
not extend to the fees and expenses of the Trust Series.

(d) The Advisor has agreed to waive its administration fee and assume the
direct expenses of the International Small Company Portfolio to the extent
necessary to keep the administration fee and direct annual expenses of the
Portfolio to not more than 0.45% of average net assets of the Portfolio on
an annualized basis.

62
<PAGE>
ADMINISTRATIVE SERVICES--ALL PORTFOLIOS

PFPC Inc. ("PFPC" or the "Transfer Agent") serves as the administrative and
accounting services, dividend disbursing and transfer agent for all Fund
Portfolios and Master Funds. The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include administrative services such as 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.

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

Pursuant to a Client Service Agent Agreement, Reinhardt 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. For its services, the Portfolio pays RWBAS
a monthly fee which, on an annual basis, equals .13% of the average daily net
assets of the Portfolio.

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 and a Director and officer of
the Emerging Markets Fund. 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
Master Funds. Information as to the Directors and officers of the Fund and the
Emerging Markets Fund and the Trustees and officers of 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 Code so that it will not be liable for U.S. 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 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 and DFA Global Fixed Income 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 U.S federal tax purposes.

Shareholders of each 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 Real Estate
Securities Portfolio, U.S. Large Company Portfolio, and the Value Portfolios
upon written notice to PFPC, the shareholder selects one of the options listed
below. While shareholders of the Enhanced U.S. Large Company Portfolio

63
<PAGE>

will automatically receive all capital gains distributions in additional shares
of the Portfolio, upon written notice to PFPC, 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.

U.S. 6-10 Small Company, Enhanced U.S. Large Company, DFA One-Year Fixed
Income, DFA Two-Year Global Fixed Income, U.S. 9-10 Small Company, U.S. 4-10
Value, U.S. 6-10 Value, U.S. Large Cap Value, RWB/DFA International High Book to
Market and Emerging Markets Value Portfolios (collectively, the "Corporate
Feeder Portfolios") seek to achieve their investment objectives by investing all
of their investable assets in a corresponding Master Fund (collectively, the
"Corporate Master Funds"). The Corporate Master Funds 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 Master Fund. 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 Portfolio also may receive capital gains distributions from the
corresponding Corporate Master Fund and may realize capital gains upon the
redemption of the shares of the corresponding Corporate Master Fund. Any net
realized capital gains of a Corporate Feeder Portfolio will be distributed as
described above.

The U.S. Large Company, Emerging Markets, Emerging Markets Small Cap,
Japanese Small Company, Pacific Rim Small Company, United Kingdom Small Company,
Continental Small Company and International Small Company 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 or, in the case of International Small Company Portfolio, the
Underlying Series (collectively, the "Partnership Series"). Each Partnership
Series is classified as a partnership for U.S. federal income tax purposes. A
Partnership Portfolio is allocated its proportionate share of the income and
realized and unrealized gains and losses of its corresponding Partnership
Series.

If a Portfolio, except for the Corporate and Partnership 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 Master Fund purchases
shares in PFICs, such Master Fund 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 Master Fund to the Corporate Feeder Portfolio. In the case of a
Partnership Feeder Portfolio, if the corresponding Partnership 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 Corporate or Partnership Feeder
Portfolio or International Small Company Portfolio, the corresponding Master
Funds) 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 Master Fund, 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

64
<PAGE>
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. federal income
tax, subject to certain limitations under the Code.

The Enhanced U.S. Large Company Series' investment in index derivatives are
subject to complex tax rules which may have the effect of accelerating income or
converting, in part, what otherwise would have been long-term capital gain into
short-term capital gain. These rules may affect the amount, character and timing
of income distributed to shareholders of the Enhanced U.S. Large Company
Portfolio.

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
U.S. 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 U.S.
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
U.S. federal income 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.

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

65
<PAGE>
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. Beginning February 17, 1998, Citibank, N.A.
("Citibank"), 111 Wall Street, New York, New York 10005, will succeed Boston
Safe Deposit and Trust Company ("Boston Safe") as the global custodian for the
following Portfolios and Series: DFA International Small Cap Value Portfolio,
Large Cap International Portfolio, DFA Global Fixed Income Portfolio, DFA
International Value Series, the Japanese Small Company Series, the Pacific Rim
Small Company Series, the United Kingdom Small Company Series, the Continental
Small Company Series, DFA Two-Year Global Fixed Income Series, and Enhanced U.S.
Large Company Series (co-custodian with PNC Bank, N.A.). To ensure an orderly
transition, the conversion to Citibank will be accomplished Portfolio by
Portfolio (or, in the case of the Master Funds, Series by Series) and it is
expected that the conversion will take approximately two and a half months.
During the conversion process, Boston Safe will continue to serve as global
custodian for the Portfolios and Series until their respective conversion dates.
The Chase Manhattan Bank will continue to serve as the custodian for the
Emerging Markets Series, Emerging Markets Small Cap Series and Dimensional
Emerging Markets Fund Inc., and PNC Bank, N.A. will serve as the custodian for
all of the Feeder Portfolios and the other Series of the Trust.

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 Master Funds) or otherwise represented in their portfolios
as described in this prospectus or in exchange for local currencies in which
such securities of the International Equity Portfolios, the International Value
Series, Enhanced U.S. Large Company 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 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.

66
<PAGE>

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, or otherwise represented, in the Portfolio whose shares are to be
issued (or in its corresponding Master Fund) 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 Master Fund may not
exceed 5% of the net assets of the Portfolio or Master Fund immediately after
the transaction, however, this last limitation does not apply to DFA Global
Fixed Income Portfolio or the International Small Company Portfolio. The Fund
will accept such securities for investment and not for resale.

A gain or loss for federal income tax purposes will generally 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.

VALUATION OF SHARES

The net asset value per share of each Portfolio and corresponding Master
Fund 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 Master Fund. The
value of the shares of each Portfolio will fluctuate in relation to its own
investment experience. The value of the shares of the Feeder Portfolios and
International Small Company Portfolio will fluctuate in relation to the
investment experience of the Master Funds or Underlying Series in which such
Portfolios invest. Securities held by the Portfolios and Master Funds which are
listed on a 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, the 9-10 Series, the 6-10 Series, the U.S. Large Company Series,
DFA Real Estate Securities Portfolio, the Value Series, Emerging Markets Series,
Emerging Markets Small Cap Series and Emerging Markets Fund 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. Securities issued by open-end investment
companies, such as the Master Funds, are valued using their respective net asset
values for purchase orders placed at the close of the NYSE. 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 (in respect of those Portfolios that are Feeder Portfolios and
International Small Company Portfolio, the Master Funds or Underlying Series),
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, Master Fund or Underlying 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

67
<PAGE>

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 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 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 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 those Portfolios and Master Funds that invest in such securities are
determined as of such times for the purpose of computing the net asset values of
the Portfolios and Master Funds. If events which materially affect the value of
the investments of a Portfolio or Master Fund 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, Emerging
Markets Small Cap Series and the Emerging Markets Fund 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, such Master Funds 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 Master Funds may also be subject to certain contractual
arrangements with investment authorities in an Approved Market which require a
Master Fund 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 a Master Fund makes at that time concerning the anticipated holding period
for the securities. Absent special circumstances as determined by the Board of
Directors or Trustees of the Master Funds, 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 Master Funds 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 Master Funds.

Futures contracts are valued using the settlement price established each day
on the exchange on which they are traded. The value of such futures contracts
held by a Portfolio or Master Fund are determined each day as of such close.

68
<PAGE>
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 certain Portfolios 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 Master Funds and is paid to
the Portfolios and Master Funds 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. 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
table in "SHAREHOLDER TRANSACTION EXPENSES" in this prospectus identifies the
Portfolios whose shares are sold at an offering price which is equal to the
current net asset value of such shares plus a reimbursement fee. The
reimbursement fee is expressed as a percentage of the net asset value of the
shares of the respective Portfolios.

For each Portfolio that charges a reimbursement fee, except the DFA
International Small Cap Value and the International Small Company Portfolios,
the Master Fund in which the Portfolio invests also charges a reimbursement fee
equal to that charged by the respective Portfolio.

In the case of the International Small Company Portfolio, the reimbursement
fee is equal to a blended rate of the reimbursement fees of the Underlying
Series. The blended rate is determined on a quarterly basis and is based upon
the target allocation in effect at the end of each quarter. The blended rate
will be calculated by multiplying the rate of reimbursement fee of each
Underlying Series by a fraction equal to the portion of the assets of the
Portfolio which, at such time, is being allocated to each Underlying Series and
adding the results thereof. If there is a change to the reimbursement fee of an
Underlying Series during a quarter, the blended rate will be re-calculated to
reflect such change in the Underlying Series' reimbursement fee.

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

69
<PAGE>

The minimum amount for an exchange is $100,000. Exchanges are accepted into
or from any of the Portfolios of the Fund offered in this prospectus. Such
exchange is subject to any applicable reimbursement fee charged by a Portfolio
in connection with the sale of its shares.

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. Exchanges with respect to
International Small Company Portfolio and any of the Feeder Portfolios which
invest in the Underlying Series are not subject to a reimbursement fee. "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.

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. A signature
guarantee may be obtained from a domestic bank or trust company, broker, dealer,
clearing agency or savings association who are

70
<PAGE>
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion (STAMP), Stock Exchanges Medallion Program (SEMP) and New York
Stock Exchange, Inc. Medallion Signature Program (MSP). Signature guarantees
which are not a part of these programs will not be accepted.

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. The Fund
reserves the right to send redemption proceeds by check in its discretion; a
shareholder may request overnight delivery of such check at the shareholder's
own expense. 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.") As of the date of this
prospectus, in the interests of economy and convenience, certificates for shares
will no longer be issued.

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.

With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific Portfolio is $500
or less, whether because of redemptions, a decline in the Portfolio's net asset
value per share or any other reason. Before the Fund involuntarily redeems
shares from such an account and sends the proceeds to the stockholder, the Fund
will give written notice of the redemption to the stockholder at least sixty
days in advance of the redemption date. The stockholder will then have sixty
days from the date of the notice to make an additional investment in the Fund in
order to bring the value of the shares in the account for a specific Portfolio
to more than $500 and avoid such involuntary redemption. The redemption price to
be paid to a stockholder for shares redeemed by the Fund under this right will
be the aggregate net asset value of the shares in the account at the close of
business on the redemption date.

When in the best interests of a Feeder Portfolio, the Feeder Portfolio may
make a redemption payment, in whole or in part, by a distribution of portfolio
securities that the Feeder Portfolio receives from the Master Fund in lieu of
cash in accordance with Rule 18f-1 under the 1940 Act. A Portfolio that is not a
Feeder Portfolio may also make a redemption payment, in whole or in part, by a
distribution of Portfolio securities in lieu of cash in accordance with Rule
18f-1 under the 1940 Act, when in the best interests of the Portfolio. 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 DFA Global Fixed Income Portfolios reserve the right to
redeem their shares in the currencies in which their investments (and, in
respect of the Feeder Portfolios and International Small Company Portfolio, the
currencies in which the corresponding Master Funds' or Underlying Series'
investments, respectively) 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.

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.

71
<PAGE>

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 1940 Act 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 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited at least once each year.

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. Dimensional Emerging Markets Fund was
incorporated under Maryland law on January 9, 1991, and offers its shares only
to institutional investors in private offerings. On November 21, 1997, the
shareholders of Dimensional Emerging Markets Fund approved the Fund's conversion
from a closed-end management investment company to an open-end management
investment company. The Fund may withdraw the investment of a Feeder Portfolio
in a Master Fund 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 Master
Fund, is asked to vote on a shareholder proposal, the Fund will solicit voting
instructions from the Feeder Portfolio's shareholders with respect to the
proposal. The Directors of the Fund will then vote the Feeder Portfolio's shares
in the Master Fund 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 accordance
with their best judgment. If a majority shareholder of a Partnership Series of
the Trust 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.

The Portfolios and the Master Funds 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 Master Fund. 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. In all cases, disclosures are
made when performance quotations differ from the SEC Guideline. Performance data
is based on historical earnings and is not intended to indicate future
performances. 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, 1997 contains additional performance
information. A copy of the annual report is available upon request and without
charge.

72
<PAGE>
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 February 27, 1998, the following persons owned more than 25% of the
voting securities of the following Portfolios:

<TABLE>
<S> <C> <C>
U.S. LARGE COMPANY PORTFOLIO
Charles Schwab & Company, Inc.--REIN* 66.89%
101 Montgomery Street, San Francisco, CA 94104
U.S. LARGE CAP VALUE PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 51.22%
DFA REAL ESTATE SECURITIES PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 63.64%
JAPANESE SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust 53.27%
1155 Peachtree Street, N.E., Atlanta, GA 30367
PACIFIC RIM SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust (see above address) 63.19%
UNITED KINGDOM SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust (see above address) 50.75%
Charles Schwab & Company, Inc.--REIN* (see above address) 29.00%
DFA ONE-YEAR FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 30.20%
EMERGING MARKETS PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 66.93%
CONTINENTAL SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust (see above address) 55.05%
Charles Schwab & Company, Inc.--REIN* (see above address) 29.33%
LARGE CAP INTERNATIONAL PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 77.29%
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 88.82%
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 62.26%
</TABLE>

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

* Owner of record only.

73
<PAGE>

<TABLE>
<S> <C> <C>
DFA FIVE-YEAR GOVERNMENT PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 58.41%
DFA GLOBAL FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 48.91%
DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.--CAP* (see above address) 81.76%
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 44.58%
Charles Schwab & Company, Inc.--CAP* (see above address) 44.47%
ENHANCED U.S. LARGE COMPANY PORTFOLIO
Charles Schwab & Company, Inc.--CAP* (see above address) 32.63%
Charles Schwab & Company, Inc.--REIN* (see above address) 30.65%
Misericordea Home Endowment 25.65%
6300 N. Drive Avenue
Chicago, IL 60660
INTERNATIONAL SMALL COMPANY PORTFOLIO
Charles Schwab & Company, Inc--REIN (see above address) 58.03%
San Diego County Employees Retirement 25.68%
Association
1495 Pacific Highway
San Diego, CA 92101
U.S. 6-10 VALUE PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 27.56%
U.S. 9-10 SMALL COMPANY PORTFOLIO
Charles Schwab & Company, Inc.--REIN* (see above address) 27.31%
U.S. 6-10 SMALL COMPANY PORTFOLIO
McKinsey & Company Master Retirement Trust 25.53%
55 E. 52nd Street
New York, NY 10055
EMERGING MARKETS SMALL CAP PORTFOLIO
Dimensional Fund Advisors Inc. 100.00%
1299 Ocean Avenue 11th Floor
Santa Monica, CA 90401
EMERGING MARKETS VALUE PORTFOLIO
Dimensional Fund Advisors Inc. (see above address) 100.00%
U.S. 4-10 VALUE PORTFOLIO
Dimensional Fund Advisors Inc. (see above address) 100.00%
</TABLE>

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.

74
<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 LIMITED
Suite 4403 Gateway
1 MacQuarie Place
Sydney, New South Wales 2000
Australia

CUSTODIANS--INTERNATIONAL

CITIBANK, N.A.
111 Wall Street
New York, NY 10005

THE CHASE MANHATTAN BANK
4 Chase Metrotech Center
Brooklyn, NY 11245

CUSTODIAN--DOMESTIC

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

ACCOUNTING SERVICES, DIVIDEND DISBURSING AND TRANSFER AGENT

PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

LEGAL COUNSEL

STRADLEY, RONON, STEVENS & YOUNG, LLP
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

MARCH 20, 1998

DFA Investment Dimensions Group Inc. (the "Fund") offers thirty series of
shares. This statement of additional information relates to twenty-four of those
series (individually, a "Portfolio" and collectively, the "Portfolios"):

DOMESTIC EQUITY PORTFOLIOS

<TABLE>
<S> <C>
U.S. 9-10 SMALL COMPANY PORTFOLIO U.S. 4-10 VALUE PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO U.S. 6-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO U.S. LARGE COMPANY PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO DFA REAL ESTATE SECURITIES PORTFOLIO
</TABLE>

INTERNATIONAL EQUITY PORTFOLIOS

<TABLE>
<S> <C>
JAPANESE SMALL COMPANY PORTFOLIO EMERGING MARKETS SMALL CAP PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO CONTINENTAL SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO LARGE CAP INTERNATIONAL PORTFOLIO
EMERGING MARKETS PORTFOLIO DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET INTERNATIONAL SMALL COMPANY PORTFOLIO
PORTFOLIO EMERGING MARKETS VALUE PORTFOLIO
</TABLE>

FIXED INCOME PORTFOLIOS

<TABLE>
<S> <C>
DFA ONE-YEAR FIXED INCOME PORTFOLIO DFA FIVE-YEAR GOVERNMENT PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO DFA INTERMEDIATE GOVERNMENT FIXED INCOME
DFA GLOBAL FIXED INCOME PORTFOLIO PORTFOLIO
</TABLE>

This statement of additional information is not a prospectus but should be
read in conjunction with the Portfolios' prospectus dated March 20, 1998, as
amended from time to time, 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

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PORTFOLIO CHARACTERISTICS AND POLICIES..................................................................... 1
BROKERAGE COMMISSIONS...................................................................................... 2
INVESTMENT LIMITATIONS..................................................................................... 4
OPTIONS ON STOCK INDICES................................................................................... 7
FUTURES CONTRACTS.......................................................................................... 9
FEDERAL TAX TREATMENT OF OPTIONS, FUTURES CONTRACTS AND SIMILAR POSITIONS.................................. 10
DIRECTORS AND OFFICERS..................................................................................... 11
ADMINISTRATIVE SERVICES.................................................................................... 13
OTHER INFORMATION.......................................................................................... 15
PRINCIPAL HOLDERS OF SECURITIES............................................................................ 16
PURCHASE OF SHARES......................................................................................... 20
REDEMPTION AND TRANSFER OF SHARES.......................................................................... 20
CALCULATION OF PERFORMANCE DATA............................................................................ 20
FINANCIAL STATEMENTS....................................................................................... 22
</TABLE>

<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," "INTERNATIONAL SMALL COMPANY PORTFOLIO--Investment
Objectives and Policies," "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
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, EMERGING MARKETS SMALL CAP
PORTFOLIO AND EMERGING MARKETS VALUE PORTFOLIO--Investment Objectives and
Policies" and "DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO--Investment Objective
and Policies." The following information applies to all of 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 (the "1940 Act") and certain requirements of the 1940 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 Advisor anticipates such
stock will provide the Portfolio with opportunities which are consistent with
the Portfolio's investment objective and policies.

The portfolio turnover rate for the U.S. 4-10 Value Series is anticipated to
be approximately 35%. 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. The turnover rate for the
International Small Company Portfolio is 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 Real Estate Securities Portfolio
generally will hold securities for the long term, its turnover rate ordinarily
is anticipated to be low. Generally, securities will be purchased with the
expectation that they will be held for

1
<PAGE>

longer than one year. The portfolio turnover rate of the Emerging Markets Small
Cap Series ordinarily is anticipated to be low and is not expected to exceed 20%
per year. The portfolio turnover rate of the Emerging Markets Fund is
anticipated to be approximately 20%-90%, which reflects the purchase of value
stocks and the sale of non-value stocks.

BROKERAGE COMMISSIONS

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

BROKERAGE COMMISSIONS
FISCAL YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
U.S. 9-10 Small Company Portfolio....... $1,641,020 $1,704,251 $1,120,450
U.S. 6-10 Small Company Series.......... 855,652 473,887 361,784
U.S. Large Company Series............... 40,689 72,262 15,289
Japanese Small Company Series........... 602,098 466,795 768,765
United Kingdom Small Company Series..... 68,028 86,854 236,754
Continental Small Company Series........ 145,195 214,631 244,705
Large Cap International Portfolio....... 9,322 42,633 61,048
U.S. 6-10 Value Series.................. 4,591,853 2,754,009 1,027,015
U.S. Large Cap Value Series............. 929,005 934,452 410,503
DFA Real Estate Securities Portfolio.... 53,646 39,007 26,084
Pacific Rim Small Company Series........ 485,846 181,812 142,227
RWB/DFA International High Book to
Market Portfolio...................... 1,133,787 1,251,242 542,306
Emerging Markets Series................. 559,853 437,088 166,601
DFA International Small Cap Value
Portfolio............................. 921,326 1,472,685 745,562
Enhanced U.S. Large Company Series...... 10,284 1,650 --
Emerging Markets Value Portfolio........ 79,005 14,699 85,081
---------- ---------- ----------
TOTAL................................. 12,126,609 $10,147,957 $5,869,093
---------- ---------- ----------
---------- ---------- ----------
</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.

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 and International Small
Company Portfolio, the discussion applies to the Master Fund in which the Feeder
Portfolio invests all of its assets and the Underlying Series, respectively.

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.

2
<PAGE>
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 Series and DFA Australia Limited
performs these services for the Japanese and Pacific Rim Small Company Series.
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.

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. 6-10 Value Portfolio,
the U.S. 4-10 Value Portfolio and the DFA 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 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 1997, the Portfolios or, in the case of a Feeder
Portfolio, its corresponding Master Fund, paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Portfolios or Master Funds as follows:

<TABLE>
<CAPTION>
VALUE OF
SECURITIES BROKERAGE
TRANSACTIONS COMMISSIONS
------------ -----------
<S> <C> <C>
U.S. 9-10 Small Company................. $207,113,667 $ 742,872
U.S. 6-10 Small Company................. 153,272,761 486,637
U.S. 6-10 Value......................... 453,009,643 1,899,654
U.S. Large Cap Value.................... 78,961,638 122,527
DFA Real Estate Securities.............. 16,165,969 25,440
RWB/DFA International High Book to
Market................................ 4,623,558 13,922
DFA International Small Cap Value....... 15,496,595 84,031
Japanese Small Company.................. 40,864,513 253,707
Pacific Rim Small Company............... 8,885,178 35,584
Emerging Markets Value.................. -0- -0-
------------ -----------
TOTAL................................. $978,393,522 $3,664,374
------------ -----------
------------ -----------
</TABLE>

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.

3
<PAGE>
Brokerage commissions for transactions in securities listed on the Tokyo
Stock Exchange ("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
Series has been able to avail itself of institutional discounts. The Series'
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 Series 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 Master Fund.

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 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; and, with
respect to the Emerging Markets Value Portfolio, except through the
acquisition of publicly-traded debt securities and short-term money
instruments;

(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;

(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; provided that the U.S. 4-10
Value Portfolio and Emerging Markets Value Portfolio are not subject to this
limitation;

(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;

4
<PAGE>
provided that each Portfolio, other than the U.S. 9-10 Small Company,
Japanese Small Company, DFA One-Year Fixed Income, DFA Intermediate
Government Fixed Income, DFA Five-Year Government and Emerging Markets Value
Portfolios, 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; and
with respect to the Emerging Markets Value Portfolio, borrow, except in
connection with a foreign currency transaction, the settlement of a
portfolio trade, as a temporary measure for extraordinary or emergency
purposes, including to meet redemption requests, and, in no event in excess
of 33% of the Fund's net assets valued at market;

(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; provided that the U.S. 4-10 Value Portfolio and Emerging Markets
Value Portfolio are not subject to this limitation;

(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, U.S. 4-10 Value,
DFA Two-Year Global Fixed Income, International Small Company, Emerging
Markets Small Cap and Emerging Markets Value Portfolios are not subject to
this limitation and the DFA Real Estate Securities Portfolio, the U.S. 6-10
Value Portfolio, the U.S. Large Cap Value Portfolio, the RWB/DFA
International High Book to Market Portfolio, the U.S. 6-10 Small Company
Portfolio, the Emerging Markets Portfolio and 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; provided that the U.S. 9-10 Small Company Portfolio and the U.S.
4-10 Value Portfolio are not subject to this limitation;

(10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization; provided that (a) the DFA Real Estate Securities Portfolio
may invest in a REIT that is registered as an investment company; (b) each
of the U.S. 4-10 Value, Enhanced U.S. Large Company, Emerging Markets,
Emerging Markets Small Cap, Emerging Markets Value and International Small
Company Portfolios may invest its assets in securities of investment
companies and units of such companies such as, but not limited to, S&P
Depository Receipts; and (c) the U.S. 9-10 Small Company Portfolio is not
subject to this limitation;

(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 U.S. 9-10 Small
Company, U.S. 4-10 Value, Emerging Markets Value and DFA Real Estate
Securities Portfolios;

(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
that (a) DFA One-Year 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 (b) DFA Real Estate Securities
Portfolio shall invest more than 25% of its total assets in securities of
companies in the real estate industry;

(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 that (a) the Enhanced U.S. Large Company Portfolio may write or
acquire options; and (b) the U.S. 4-10 Value Portfolio and Emerging Markets
Value Portfolio are not subject to these limitations;

5
<PAGE>
(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; provided that the U.S. 4-10 Value
Portfolio and Emerging Markets Value Portfolio are not subject to this
limitation;

(15) purchase securities on margin or sell short; provided that the U.S. 4-10
Value Portfolio and Emerging Markets Value Portfolio are not subject to the
limitation on selling securities short;

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

(17) issue senior securities (as such term is defined in Section 18(f) of the
1940 Act), except to the extent permitted by the 1940 Act.

The investment limitations described in (3), (7), (9), (10), (11), (12) and
(16) above do not prohibit each Feeder Portfolio and International Small Company
Portfolio from investing all or substantially all of its assets in the shares of
another registered, open-end investment company, such as the Master Funds or the
Underlying Series, respectively. The investment limitations of each Master Fund
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 to the extent permitted under applicable
regulations; 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, Emerging Markets
Small Cap Portfolio and Emerging Markets Value Portfolio (indirectly through
their investment in the corresponding Master Funds) 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 such Master Fund's behalf in lieu of depositing initial margin in
connection with currency futures contracts, and the Master Funds have 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 and International
Small Company Portfolio will only hold shares of certain Master Funds or
Underlying Series, respectively, these Portfolios do not intend to lend those
shares.

For the purposes of (7) above, DFA One-Year 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 Rule 144A
securities to be considered liquid, there must be at least two

6
<PAGE>

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.

Although not a fundamental policy subject to shareholder approval: (1) the
Large Cap International and Small Company Portfolios, including the U.S. 6-10
Small Company, Japanese Small Company, Pacific Rim Small Company, United Kingdom
Small Company and Continental Small Company Portfolios indirectly through their
investment in the Master Funds, do not intend to purchase interests in any real
estate investment trust; and (2) the Enhanced U.S. Large Company, U.S. 4-10
Value, DFA Two-Year Global Fixed Income, International Small Company, Emerging
Markets Small Cap and Emerging Markets Value Portfolios (indirectly through
their investment in the Master Funds or Underlying Series, as applicable) do not
intend to invest more than 15% of their net assets in illiquid securities.

The International Equity, DFA Two-Year Global Fixed Income and DFA Global
Fixed Income Portfolios (directly or indirectly through their investment in the
Master Funds or Underlying Series, as applicable) 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, the RWB/DFA International High Book to Market
Portfolio, and the DFA Real Estate Securities Portfolio (directly or indirectly
through their investment in the Trust Series), 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, the Emerging Markets Small Cap Series and the Emerging Markets
Fund may establish subsidiaries or other similar vehicles for the purpose of
conducting their 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 the Emerging Markets Fund or whose use is
otherwise considered by the Series or the Emerging Markets Fund to be advisable.
Each Series or the Emerging Markets Fund would "look through" any such vehicle
to determine compliance with its investment restrictions.

Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Portfolios and Master Funds own, and does not
include assets which the Portfolios and Master Funds do not own but over which
they have effective control. For example, when applying a percentage investment
limitation that is based on total assets, a Portfolio or Series will exclude
from its total assets those assets which represent collateral received by the
Portfolio or Series for its securities lending transactions.

Unless otherwise indicated, all limitations applicable to the Portfolios'
and Master Funds' 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 Master Funds' assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Portfolio's or Master Funds' total assets
will not require a Portfolio or Master Fund 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
("Commission"), the Enhanced U.S. Large Company Series will either (1) maintain
with its custodian liquid assets 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

7
<PAGE>

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 liquid assets in a segregated account with its
custodian. With respect to the sale of put options on stock indices, pursuant to
published Commission positions, the Enhanced U.S. Large Company Series will
either (1) maintain liquid assets 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 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 liquid assets 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 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
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 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 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

8
<PAGE>
negotiating directly with the other party to the option contract, or in a
secondary market for the option if such a market 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 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 Master
Fund in which the Feeder Portfolio invests all of its assets and, with respect
to the International Small Company Portfolio, the Underlying Series.

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 Master Fund) 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 Master Funds will be required to make a margin
deposit in cash or government securities with a 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

9
<PAGE>

resulting in a repayment of excess margin to the Portfolio or Master Fund.
Variation margin payments are made to and from the futures broker for as long as
the contract remains open. The Portfolios or Master Funds expect to earn income
on their margin deposits. To the extent that a Master Fund or Portfolio invests
in futures contracts and options thereon for other than bona fide hedging
purposes, no Master Fund 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 Master Fund's 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 Commission, the Portfolios or Master Funds may be required
tomaintain segregated accounts consisting of liquid assets, (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 Master Fund would
continue to be required to make variation margin deposits. In such
circumstances, if the Portfolio or Master Fund 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 OPTIONS,
FUTURES CONTRACTS AND SIMILAR POSITIONS

The investment by a Portfolio (or in the case of a Feeder Portfolio, by its
corresponding Master Fund) and, in the case of the International Small Company
Portfolio by the Underlying Series, in options, futures contracts and options on
futures contracts is subject to many complex and special tax rules. For example,
options on stock and on narrow-based stock indexes will generally produce
long-term or short-term capital gain or loss upon the exercise, lapse, or
closing out of the option or sale of the underlying stock or security. By
contrast, the treatment by a Portfolio or Master Fund of certain other options,
futures and forward contracts is generally governed by Section 1256 of the Code.
These "Section 1256" positions generally include listed options on debt
securities, options on broad-based stock indexes, options on futures contracts,
regulated futures contracts and certain foreign currency contracts and options
thereon.

Absent a tax election to the contrary, each such Section 1256 position held
by a Portfolio or Master Fund will be marked-to-market (i.e., treated as if it
were sold for fair market value) on the last business day of a Portfolio's or
Master Fund's fiscal year, and all gain or loss associated with fiscal year
transactions and marked-to-market positions at fiscal year end (except certain
currency gain or loss covered by Section 988 of the Code) will generally be
treated as 60% long-term capital gain or loss and 40% short-term capital gain or
loss. The effect of Section 1256 marked-to-market rules may be to accelerate
income or to convert what otherwise would have been long-term capital gains into
short-term capital gains or short-term capital losses into long-term capital
losses within a Portfolio or Master Fund. The acceleration of income on Section
1256 positions may require a Portfolio or Master Fund to accrue taxable income
without the corresponding receipt of cash. In order to generate cash to satisfy
the distribution requirements of the Code, a Portfolio or Master Fund may be
required to dispose of portfolio securities that it otherwise would have
continued to hold or to use cash flows from other sources such as the sale of a
Portfolio's or Master Funds' shares. In these ways, any or all of these rules
may affect both the amount, character and timing of income distributed to
shareholders by a Portfolio.

10
<PAGE>
When a Portfolio (or in the case of a Feeder Portfolio, the Master Fund and,
in the case of the International Small Company Portfolio, the Underlying Series)
holds an option or contract which substantially diminishes a Portfolio's or
Master Funds' risk of loss with respect to another position of a Portfolio or
Master Fund (as might occur in some hedging transactions), this combination of
positions could be treated as a "straddle" for tax purposes, resulting in
possible deferral of losses, adjustments in the holding periods of a Portfolio's
or Master Funds' securities and conversion of short-term capital losses into
long-term capital losses. Certain tax elections exist for mixed straddles (i.e.,
straddles comprised of at least one Section 1256 position and at least one
non-Section 1256 position) which may reduce or eliminate the operation of these
straddle rules.

The Taxpayer Relief Act of 1997 has added new provisions for dealing with
transactions that are generally called "Constructive Sale Transactions." Under
these rules, a Portfolio or Series must recognize gain (but not loss) on any
constructive sale of an appreciated financial position in stock, a partnership
interest or certain debt instruments. A Portfolio or Series will generally be
treated as making a constructive sale when it: 1) enters into a short sale on
the same property, 2) enters into an offsetting notional principal contract, or
3) enters into a futures or forward contract to deliver the same or
substantially similar property. Other transactions (including certain financial
instruments called collars) will be treated as constructive sales as provided in
Treasury regulations to be published. There are also certain exceptions that
apply for transactions that are closed before the end of the 30th day after the
close of the taxable year.

A Portfolio (or in the case of a Feeder Portfolio, the Master Fund or
Underlying Series) will monitor its transactions in such options and contracts
and may make certain other tax elections in order to mitigate the effect of the
above rules and to prevent disqualification of a Portfolio or Master Fund as a
regulated investment company under Subchapter M of the Code.

DIRECTORS AND OFFICERS

The names, addresses and dates of birth 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*, (12/2/46), Director, President and Chairman-Chief Executive
Officer, Santa Monica, CA. President, Chairman-Chief Executive Officer and
Director of the following companies: Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia 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 (registered investment company).
Chairman and Director, Dimensional Fund Advisors Ltd.

George M. Constantinides, (9/22/47), Director, Chicago, IL. Leo Melamed
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.

John P. Gould, (1/19/39), Director, Chicago, IL. Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago. Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies). Director, Dimensional
Investment Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors. Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

11
<PAGE>
and BIRR Portfolio Analysis, Inc. (software products). Chairman and President,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting).

Merton H. Miller, (5/16/23), 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. and
Public Director, Chicago Mercantile Exchange.

Myron S. Scholes, (7/1/41), Director, Greenwich, CT. Limited Partner,
Long-Term Capital Management L.P. (money manager). Frank E. Buck Professor
Emeritus 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 Breeden Group of Investment Companies.

Rex A. Sinquefield*, (9/7/44), Director, Chairman-Chief Investment Officer,
Santa Monica, CA. Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia 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 (except as otherwise
noted) in the following entities: Dimensional Fund Advisors Inc., DFA Securities
Inc., DFA Australia Limited, Dimensional Investment Group Inc., The DFA
Investment Trust Company, Dimensional Fund Advisors Ltd., and Dimensional
Emerging Markets Fund Inc.

Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

Truman Clark, (4/8/41), Vice President, Santa Monica, CA. Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.

Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.

Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

Irene R. Diamant, (7/16/50), Vice President and Secretary (for all entities
other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.

Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA. Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

12
<PAGE>

Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989 to 1996.

David Plecha, (10/26/61), Vice President, Santa Monica, CA.

George Sands, (2/8/56), Vice President, Santa Monica, CA.

Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer and
Treasurer, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.

Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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.

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, 1997 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION FUND
DIRECTOR 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...................... $15,000 $30,000
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 Master Funds. 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:

DFA 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 Real Estate Securities Portfolio is subject to a $4,900 per month
minimum fee. PFPC has agreed to limit the minimum fee for this Portfolio from
time to time.

13
<PAGE>
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
The Large Cap International Portfolio and the DFA International Small Cap Value
Portfolio are each subject to a $75,000 per year minimum fee. PFPC has agreed to
limit the minimum fee for these Portfolios from time to time.

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 has agreed to limit the minimum fee for this Portfolio from time to
time.

ONE-YEAR FIXED INCOME PORTFOLIO

U.S. 9-10 SMALL COMPANY PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. 4-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
Charges for each Portfolio:
$1,000 per month (includes custodian fees)

JAPANESE SMALL COMPANY PORTFOLIO

PACIFIC RIM SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
EMERGING MARKETS PORTFOLIO
EMERGING MARKETS SMALL CAP PORTFOLIO
U.S. LARGE COMPANY PORTFOLIO
Charges for each Portfolio:
$2,600 per month (includes custodian fees)

INTERNATIONAL SMALL COMPANY PORTFOLIO
$2,000 per month (includes custodian fees)

14
<PAGE>
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 Master Fund),
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 Master Fund). For the fiscal years ended November 30, 1995, 1996
and 1997, the Portfolios (or their corresponding Master Funds) paid management
fees as set forth in the following table:

<TABLE>
<CAPTION>
1995 1996 1997
(000) (000) (000)
--------- --------- ---------
<S> <C> <C> <C>
U.S. 9-10 Small Company Portfolio (a)................................................ $ 4,045 $ 5,511 $ 6,538
U.S. 6-10 Small Company Portfolio (b)................................................ $ 57 $ 81 $ 102
U.S. Large Company Portfolio......................................................... $ 19 $ 62 $ 160
U.S. 6-10 Value Portfolio (b)........................................................ $ 976 $ 1,933 $ 3,534
U.S. Large Cap Value Portfolio (b)................................................... $ 306 $ 699 $ 1,255
DFA Real Estate Securities Portfolio................................................. $ 183 $ 251 $ 290
Japanese Small Company Portfolio (c)................................................. $ 1,704 $ 1,483 $ 258
Pacific Rim Small Company Portfolio (c).............................................. $ 1,020 $ 772 $ 230
United Kingdom Small Company Portfolio (c)........................................... $ 1,096 $ 636 $ 180
Emerging Markets Portfolio (b)....................................................... $ 30 $ 111 $ 226
Continental Small Company Portfolio (c).............................................. $ 1,781 $ 1,258 $ 351
Large Cap International Portfolio.................................................... $ 147 $ 183 $ 211
DFA International Small Cap Value Portfolio.......................................... $ 299 $ 1,877 $ 2,783
RWB/DFA International High Book to Market Portfolio (b).............................. $ 536 $ 2,124 $ 2,997
DFA One-Year Fixed Income Portfolio (b).............................................. $ 311 $ 386 $ 392
DFA Five-Year Government Portfolio................................................... $ 427 $ 402 $ 382
DFA Global Fixed Income Portfolio.................................................... $ 311 $ 377 $ 519
DFA Intermediate Government Fixed Income Portfolio................................... $ 88 $ 131 $ 184
Enhanced U.S. Large Company Portfolio (b)............................................ n/a $ 4 $ 17
DFA Two-Year Global Fixed Income Portfolio........................................... n/a $ 108 $ 185
International Small Company Portfolio (d)............................................ n/a $ 178 $ 1,019
Emerging Markets Value Portfolio..................................................... $ 733 $ 865 $ 1,020
Emerging Markets Small Cap Portfolio (b)............................................. n/a n/a $ 47
</TABLE>

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

(a) Prior to November 30, 1997, the Fund on behalf of the Portfolio had an
investment management agreement with the Advisor; the dollar amount
represents the dollar amount of investment management fees paid by the
Portfolio to the Advisor for the 1995, 1996 and 1997 fiscal years.

(b) The Series has more than one Feeder Portfolio; the dollar amount represents
the total dollar amount of management fees paid by the Series to the
Advisor.

(c) Prior to August 9, 1996, the Fund on behalf of the Portfolio had an
investment management agreement with the Advisor; the dollar amount
represents the dollar amount of investment management fees paid to the
Advisor by the Portfolio for fiscal years 1994 and 1995 and by the Portfolio
and its corresponding Series for fiscal year 1996.

(d) Each of the four Underlying Series in which the Portfolio invests its assets
has more than one Feeder Portfolio (which are also included elsewhere in
this table). The dollar amount represents the total dollar amount of
management fees paid by each Underlying Series to the Advisor for the period
October 1, 1996 (the Portfolio's commencement of operations) to November 30,
1996 and for the 1997 fiscal year.

The Fund commenced offering shares of DFA International Small Cap Value
Portfolio in December, 1994; DFA Two-Year Global Fixed Income Portfolio in
February, 1996; Enhanced U.S. Large Company Portfolio in July, 1996; and
International Small Company Portfolio in October, 1996. The U.S. 4-10 Value,

15
<PAGE>
Emerging Markets Small Cap and Emerging Markets Value Portfolios had not
commenced operations as of November 30, 1996.

Until September, 1995, The DFA Intermediate Government Fixed Income
Portfolio was named The DFA Intermediate Government Bond Portfolio, The DFA
Global Fixed Income Portfolio was named The DFA Global Bond Portfolio, The
Pacific Rim Small Company Portfolio was named The Asia-Australia Small Company
Portfolio, The U.S. Large Cap Value Portfolio was named The U.S. Large Cap High
Book to Market Portfolio, The U.S. 6-10 Value Portfolio was named The U.S. Small
Cap High Book to Market Portfolio, The U.S. 9-10 Small Company Portfolio was
named the Small Company Shares, The DFA One-Year Fixed Income Portfolio was
named The DFA Fixed Income Shares, and The Continental Small Company Portfolio
was named the Continental European Portfolio. Until February, 1996, RWB/DFA
International High Book to Market Portfolio was named DFA International High
Book to Market Portfolio. From September, 1995 until December, 1996, The DFA
Real Estate Securities Portfolio was named DFA/AEW Real Estate Securities
Portfolio. From September, 1995 until August, 1997, the U.S. 6-10 Value
Portfolio was named the U.S. Small Cap Value Portfolio.

Coopers and Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements.

PRINCIPAL HOLDERS OF SECURITIES

As of February 27, 1998, the following persons beneficially owned 5% or more
of the outstanding stock of the Portfolios, as set forth below:

<TABLE>
<S> <C>
THE U.S. 9-10 SMALL COMPANY PORTFOLIO

Charles Schwab & Company, Inc.--REIN* 27.31%
101 Montgomery Street
San Francisco, CA 94104

State Farm Insurance Companies 10.18%
One State Farm Plaza
Bloomington, IL 61710

National Electrical Benefit Fund 7.15%
1125 15th Street NW
Washington, DC 20005

PepsiCo Inc. Master Trust 6.86%
The Northern Trust Company Trustee
Chicago, IL 60675

Charles Schwab & Company, Inc.--CASH* 6.40%
101 Montgomery Street
San Francisco, CA 94104

THE U.S. 6-10 SMALL COMPANY PORTFOLIO

McKinsey & Company Master Retirement Trust 25.53%
55 E. 52nd Street
New York, NY 10055

Charles Schwab & Company, Inc.--REIN*(1) 14.93%

The Charles A. Dana Foundation 11.09%
745 5th Avenue, Suite 700
New York, NY 10151
</TABLE>

16
<PAGE>

<TABLE>
<S> <C>
Salvation Army--ETHQ 6.57%
440 W. Nyack Road
West Nyack, NY 10994

Northern Telecom Inc. 5.88%
Bankers Trust Co., Trustee
34 Exchange Place
Jersey City, NJ 07302

Mac & Co. 5.75%
P.O. Box 3198
Pittsburgh, PA 15230

THE JAPANESE SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 53.27%
1155 Peachtree Street, N.E.
Atlanta, GA 30367

Charles Schwab & Company, Inc.--REIN*(1) 22.73%

Aluminum Company of America 5.34%
1501 ALCOA Building
Pittsburgh, PA 15258

John Deere Pension Fund 5.32%
John Deere Company
John Deere Road
Moline, IL 61265

THE UNITED KINGDOM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust(1) 50.75%

Charles Schwab & Company, Inc.--REIN*(1) 29.00%

John Deere Pension Fund(1) 9.84%

THE CONTINENTAL SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust(1) 55.05%

Charles Schwab & Company, Inc.--REIN*(1) 29.35%

John Deere Pension Fund(1) 5.78%

THE LARGE CAP INTERNATIONAL PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 77.29%

Donaldson Lufkin & Jenrette Securities Corp.* 6.20%
P.O. Box 2052
Jersey City, NJ 07303

THE U.S. LARGE COMPANY PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 66.89%

Charles Schwab & Company, Inc.--CASH*(1) 13.01%

Donaldson Lufkin & Jenrette Securities Corp.*(1) 5.44%

THE DFA ONE-YEAR FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 30.20%
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Charles Schwab & Company, Inc.--CASH*(1) 12.99%

Peoples Energy Corporation Pension Trust 6.63%
130 E. Randolph Dr., 24th Floor
Chicago, IL 60601

Donaldson Lufkin & Jenrette Securities Corp.*(1) 5.37%

THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 58.41%

Charles Schwab & Company, Inc.--CASH*(1) 18.32%

FTC & CO* 5.68%
P.O. Box 173736
Denver, CO 80217

Donaldson Lufkin & Jenrette Securities Corp.*(1) 5.14%

THE DFA GLOBAL FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 48.91%

Charles Schwab & Company, Inc.--CAP*(1) 19.61%

Charles Schwab & Company, Inc.--CASH*(1) 14.33%

THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc.--CAP*(1) 81.76%

Charles Schwab & Company, Inc.--REIN*(1) 11.63%

Charles Schwab & Company, Inc.--CASH*(1) 5.39%

PACIFIC RIM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust(1) 63.19%

Charles Schwab & Company, Inc.--REIN*(1) 17.79%

John Deere Pension Fund(1) 5.33%

U.S. LARGE CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 51.22%

Charles Schwab & Company, Inc.--CASH*(1) 12.09%

Charles Schwab & Company, Inc.--CAP*(1) 6.91%

Donaldson Lufkin & Jenrette Securities Corp.*(1) 6.13%

DFA REAL ESTATE SECURITIES PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 63.64%

Charles Schwab & Company, Inc.--CASH*(1) 15.38%

Donaldson Lufkin & Jenrette Securities Corp.*(1) 6.68%

U.S. 6-10 VALUE PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 27.56%

Mac & Co.* 7.64%
P.O. Box 320
Pittsburgh, PA 15230
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Charles Schwab & Company, Inc.--CAP*(1) 7.12%

United Church Board For Pension Assets Management 5.57%
475 Riverside Drive
New York, NY 10115

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 88.82%

Donaldson Lufkin & Jenrette Securities Corp.*(1) 10.52%

EMERGING MARKETS PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 66.93%

Donaldson Lufkin & Jenrette Securities Corp.*(1) 7.15%

California Institute of Technology 6.44%
Mail Code 212-31
Pasadena, CA 91125

U.S. 4-10 VALUE PORTFOLIO

Dimensional Fund Advisors Inc. 100%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 62.26%

BellSouth Corporation Master Pension Trust(1) 19.86%

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 44.58%

Charles Schwab & Company, Inc.--CAP*(1) 44.47%

ENHANCED U.S. LARGE COMPANY PORTFOLIO

Charles Schwab & Company, Inc.--CAP*(1) 32.63%

Charles Schwab & Company, Inc.--REIN*(1) 30.65%

Misericordia Home Endowment 25.65%
6300 N. Drive Avenue
Chicago, IL 60660

INTERNATIONAL SMALL COMPANY PORTFOLIO

Charles Schwab & Company, Inc.--REIN*(1) 58.03%

San Diego County Employees Retirement Association 25.68%
1495 Pacific Highway
San Diego, CA 92101

Donaldson Lufkin & Jenrette Securities Corp.*(1) 7.06%

EMERGING MARKETS SMALL CAP PORTFOLIO

Dimensional Fund Advisors Inc.(1) 100%
</TABLE>

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

* Owner of record only.

(1) See address for shareholder previously noted above in list.

19
<PAGE>
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 NYSE is scheduled to be open Monday
through Friday throughout the year except for days closed to recognize New
Year's Day, Martin Luther King, Jr. 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 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 1998: January 1, 2, 3 and 15, February 11, March 21, April
29, May 3, 4 and 5, July 20, September 15 and 23, October 10, November 3 and 23
and December 23 and 31. 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.

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 NYSE is
restricted as determined by 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.

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 November 30, 1997 (as applicable) using
the standardized method of calculation required by

20
<PAGE>

the Commission, which is net of the cost of any current reimbursement fees
charged to investors and paid to the Portfolios. Also included is a quotation of
the annualized percentage total return for the DFA Two-Year Global Fixed Income
Portfolio (for the period from February 9, 1996, the date of commencement of
operations), the Enhanced U.S. Large Company Portfolio (for the period from July
3, 1996, the date of commencement of operations) and the International Small
Company Portfolio (for the period from October 1, 1996, the date of commencement
of operations) to November 30, 1997 using the standardized method of calculation
required by the Commission. Reimbursement fees of 1%, 1.5% and 1.5% were in
effect from the inception of the Japanese, United Kingdom and Continental Small
Company Portfolios, respectively, until June 30, 1995. A reimbursement fee of 1%
was in effect from the inception of DFA International Small Cap Value Portfolio
until June 30, 1995. Effective June 30, 1995, the amount of the reimbursement
fee was 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 current 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, Pacific Rim Small Company and Emerging
Markets Small Cap Portfolios - 1.00%; Japanese Small Company and Emerging
Markets Portfolios - .50%; DFA International Small Cap Value Portfolio - .675%;
and International Small Company Portfolio - .675%.

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).

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS TEN YEARS
-------------- -------------- ---------------
<S> <C> <C> <C>
U.S. 9-10 Small Company Portfolio................................ 27.46 20.80 17.14
U.S. 6-10 Small Company Portfolio................................ 26.04 17.24 15.52
(69 months)
U.S. Large Company Portfolio..................................... 28.25 19.81 19.40
(83 months)
U.S. 6-10 Value Portfolio........................................ 33.49 20.58 n/a
(56 months)
U.S. Large Cap Value Portfolio................................... 25.10 17.86 n/a
(58 months)
Enhanced U.S. Large Company Portfolio............................ 27.22 37.43 n/a
(16 months)
DFA Real Estate Securities Portfolio............................. 29.16 13.35 n/a
(59 months)
Japanese Small Company Portfolio................................. (52.14) (9.95) (4.47)
Pacific Rim Small Company Portfolio.............................. (38.68) 3.39 n/a
(59 months)
United Kingdom Small Company Portfolio........................... 8.44 17.50 7.38
Emerging Markets Portfolio....................................... (17.70) (1.16) n/a
(43 months)
Continental Small Company Portfolio.............................. 11.89 11.27 8.79
(116 months)
Large Cap International Portfolio................................ 2.79 10.90 7.39
(76 months)
RWB/DFA International High Book to Market Portfolio.............. (4.44) 7.08 n/a
(54 months)
DFA One-Year Fixed Income Portfolio.............................. 5.72 5.30 6.66
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS TEN YEARS
-------------- -------------- ---------------
<S> <C> <C> <C>
DFA Five-Year Government Portfolio............................... 5.39 5.62 7.60
DFA Global Fixed Income Portfolio................................ 7.87 8.37 8.69
(84 months)
DFA Intermediate Government Fixed Income Portfolio............... 6.76 7.31 9.00
(85 months)
DFA International Small Cap Value Portfolio...................... (21.16) (6.35) n/a
(35 months)
DFA Two-Year Global Fixed Income Portfolio....................... 5.77 6.39 n/a
(22 months)
International Small Company Portfolio............................ (21.87) (20.01) n/a
(13 months)
</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 Commission
formula:

P(1 + T) to the power of 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).

In addition to the standarized method of calculating performance used by the
Commission, the Portfolios may disseminate other performance data and may
advertise total return performance calculated on a monthly basis.

The Portfolios may compare their investment performance to appropriate
market and mutual fund indices and investments for which reliable performance
data is available. Such indices are generally unmanaged and are prepared by
entities and organizations which track the performance of investment companies
or investment advisors. Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses. The performance of the
Portfolios may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services. Any performance information, whether related to the Portfolios or to
the Advisor, should be considered in light of a Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.

FINANCIAL STATEMENTS

The audited financial statements and financial highlights of the Fund for
its fiscal year ended November 30, 1997, as set forth in the Fund's annual
report to shareholders, and the report thereon of Coopers & Lybrand L.L.P.,
independent accountants, also appearing therein, are incorporated herein by

22
<PAGE>

reference. The audited annual report does not contain any data regarding U.S.
4-10 Value Portfolio because the Portfolio had not commenced operations as of
November 30, 1997.

The audited financial statements of U.S. 6-10 Small Company, U.S. Large
Company, Enhanced U.S. Large Company, DFA One-Year Fixed Income, DFA Two-Year
Global Fixed Income, U.S. 6-10 Value, U.S. Large Cap Value, DFA International
Value, Japanese Small Company, United Kingdom Small Company, Pacific Rim Small
Company, Continental Small Company, Emerging Markets and Emerging Markets Small
Cap Series of the Trust and the audited financial statements of Dimensional
Emerging Markets Fund Inc. for the fiscal year ended November 30, 1997, as set
forth in the Trust's and Dimensional Emerging Markets Fund Inc.'s annual reports
to shareholders, and the reports thereon of Coopers & Lybrand L.L.P.,
independent accountants, also appearing therein, are incorporated herein by
reference.

A shareholder may obtain a copy of the reports, upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this statement of additional information.

23
<PAGE>

PROSPECTUS

MARCH 20, 1998

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.

The Fund issues thirty series of shares, each of which represents a
separate class of the Fund's common stock, having its own investment objective
and policies. This prospectus describes only VA Small Value Portfolio, VA Large
Value Portfolio, VA International Value Portfolio, VA International Small
Portfolio, VA Short-Term Fixed Portfolio and VA Global Bond Portfolio
(individually, a "Portfolio" and collectively, the "Portfolios"). Shares of the
Portfolios are offered only to separate accounts of insurance companies to fund
variable life and variable annuity contracts.

The investment objective of each of the Domestic Equity and International
Equity Portfolios is to achieve long-term capital appreciation. The investment
objectives of the Fixed Income Portfolios are: VA Short-Term Fixed Portfolio,
to achieve stable real value of capital with a minimum of risk by investing in
high quality obligations; and VA Global Bond Portfolio, to provide a market rate
of return for a global fixed income portfolio with low relative volatility of
returns.

DOMESTIC EQUITY PORTFOLIOS

VA SMALL VALUE PORTFOLIO VA LARGE VALUE PORTFOLIO

INTERNATIONAL EQUITY PORTFOLIOS

VA INTERNATIONAL VALUE PORTFOLIO VA INTERNATIONAL SMALL PORTFOLIO

FIXED INCOME PORTFOLIOS

VA SHORT-TERM FIXED PORTFOLIO VA GLOBAL BOND PORTFOLIO

This prospectus sets forth concisely information about the Portfolios that
prospective investors should know before investing and should be read carefully
and retained for future reference. You should read this prospectus in
conjunction with the prospectus describing the related insurance company
separate account. A statement of additional information about the Portfolios,
dated March 20, 1998, as amended from time to time, 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. . . . . . . . . . . . . . . . . . . . . . . 4

DOMESTIC EQUITY PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . 8
Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . . 8
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 9

INTERNATIONAL EQUITY PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . 9

VA INTERNATIONAL VALUE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . 9
Investment Objective and Policies . . . . . . . . . . . . . . . . . . . 9
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 11

VA INTERNATIONAL SMALL PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . 11
Investment Objective and Policies . . . . . . . . . . . . . . . . . . . 11
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 14

FIXED INCOME PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . 15
VA Short-Term Fixed Portfolio . . . . . . . . . . . . . . . . . . . . . 15
VA Global Bond Portfolio. . . . . . . . . . . . . . . . . . . . . . . . 15
Description of Investments. . . . . . . . . . . . . . . . . . . . . . . 15
Investments in the Banking Industry . . . . . . . . . . . . . . . . . . 17
Portfolio Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

RISK FACTORS - ALL PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . 18
Small Company Securities. . . . . . . . . . . . . . . . . . . . . . . . 18
Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Foreign Currencies and Related Transactions . . . . . . . . . . . . . . 19
Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Futures Contracts and Options on Futures. . . . . . . . . . . . . . . . 19
Banking Industry Concentrations . . . . . . . . . . . . . . . . . . . . 20
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 20

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Investment Services - VA International Small Portfolio. . . . . . . . . 21
Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . . 21

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . 21

PURCHASE AND REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . . 22

VALUATION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

<PAGE>

HIGHLIGHTS

PAGE
THE PORTFOLIOS

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. Shares of the Portfolios are sold only
to separate accounts of insurance companies. Proceeds from the sale of shares
of a Portfolio will be invested in accordance with that Portfolio's investment
objective and policies. A Portfolio will pay its shareholders all dividends and
distributions arising from the assets of the Portfolio.

INVESTMENT OBJECTIVES - DOMESTIC EQUITY PORTFOLIOS 8

The investment objective of both the VA Small Value Portfolio and VA Large
Value Portfolio (collectively the "Domestic Equity Portfolios") is to achieve
long-term capital appreciation. The VA Small Value Portfolio and the VA Large
Value Portfolio will invest in common stocks of U.S. companies that are value
stocks, primarily because they have a high book value in relation to their
market value. The Domestic Equity Portfolios operate as diversified investment
companies.

INVESTMENT OBJECTIVE - VA INTERNATIONAL VALUE PORTFOLIO 9

The investment objective of the VA International Value Portfolio is to
achieve long-term capital appreciation. The Portfolio seeks to achieve its
objective by investing in the stocks of large non-U.S. companies that are value
stocks, primarily because they have a high book value in relation to their
market value. The VA International Value Portfolio operates as a diversified
investment company.

INVESTMENT OBJECTIVE - VA INTERNATIONAL SMALL PORTFOLIO 11

The investment objective of the VA International Small Portfolio is to
achieve long-term capital appreciation by investing in marketable stocks of
small non-U.S. companies. The Portfolio 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 capitalization of its
portfolio companies. The Portfolio operates as a diversified investment
company.

INVESTMENT OBJECTIVES - FIXED INCOME PORTFOLIOS 15

The investment objective of VA Short-Term Fixed Portfolio is to achieve
stable real value of capital with a minimum of risk. Generally, the Portfolio
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. The VA Short-Term Fixed Portfolio operates as a diversified
investment company. The Portfolio intends to concentrate investments in the
banking industry under certain circumstances. (See "FIXED INCOME PORTFOLIOS -
INVESTMENT OBJECTIVES AND POLICIES" and "Investments in the Banking Industry.")

The investment objective of VA Global Bond Portfolio is to provide a market
rate of return for a fixed income portfolio with low relative volatility of
returns. The Portfolio invests in obligations issued or guaranteed by the U.S.
and foreign governments and their agencies, obligations of other foreign issuers
rated AA or better and supranational organizations. The VA Global Bond
Portfolio operates as a non-diversified investment company. (See "FIXED INCOME
PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES" and "Portfolio Strategy.")

1
<PAGE>

RISK FACTORS 17

VA International Small Portfolio and VA International Value Portfolio
(collectively, the "International Equity Portfolios") and VA Global Bond
Portfolio invest in foreign securities which are traded abroad. VA Short-Term
Fixed Portfolio is 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. and also is authorized to
concentrate investments in the banking industry in certain circumstances. The
Domestic Equity Portfolios and the VA International Value Portfolio may purchase
and sell index futures contracts and options thereon. All of the Portfolios are
authorized to invest in repurchase agreements. All of the above described
policies involve certain risks. (See "RISK FACTORS - ALL PORTFOLIOS.")

MANAGEMENT OF THE FUND 19

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited
each serve as a sub-advisor to VA International Small Portfolio. (See
"MANAGEMENT OF THE FUND.")

DIVIDEND POLICY 21

The International Equity and Domestic Equity Portfolios, except for VA
Large Value Portfolio, each distribute substantially all of their net
investment income in November and December of each year. VA Large Value
Portfolio and VA Global Bond Portfolio distribute dividends from their net
investment income quarterly. VA Short-Term Fixed Portfolio distributes
dividends from its net investment income monthly. 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 21

Shares of the Portfolios are sold only to separate accounts of insurance
companies to fund variable life and variable annuity insurance contracts.
Purchases and redemptions are made at net asset value. To invest in a
Portfolio, please see the prospectus of the insurance company's separate account
which offers variable life and variable annuity insurance contracts to
investors.

The value of the shares issued by the Portfolios will fluctuate in relation
to their own investment experience. Unlike money market funds, the shares of VA
Short-Term Fixed Portfolio will tend to reflect fluctuations in interest rates
because the Portfolio does not seek to stabilize the price of its shares by use
of the "amortized cost" method of securities valuation. (See "PURCHASE AND
REDEMPTION OF SHARES" and "VALUATION OF SHARES.")

2
<PAGE>

The expenses in the following table are based on expenses incurred by the
Portfolios for the fiscal year ended November 30, 1997.
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES MANAGEMENT OTHER TOTAL
(AS A PERCENTAGE OF AVERAGE NET ASSETS) FEE EXPENSES OPERATING EXPENSES
---------- -------- ------------------
<S> <C> <C> <C>
VA Small Value 0.50% 0.21% 0.71%
VA Large Value 0.25% 0.23% 0.48%
VA International Value 0.40% 0.36% 0.76%
VA International Small 0.50% 0.49% 0.99%
VA Short-Term Fixed 0.25% 0.18% 0.43%
VA Global Bond 0.25% 0.40% 0.65%
</TABLE>

EXAMPLE

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
VA Small Value $ 7 $23 $40 $88
VA Large Value 5 15 27 60
VA International Value 8 24 42 94
VA International Small 10 32 55 121
VA Short-Term Fixed 4 14 24 54
VA Global Bond 7 21 36 81
</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 sales charges and expenses of
the separate account are not shown above and should be considered before
investing. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.

For the fiscal year ended November 30, 1997, the International Equity
Portfolios received the following net revenue from a securities lending program
which constituted a percentage of the average daily net assets of each
Portfolio:

<PAGE>

Portfolio Net Revenue Percentage of Assets
--------- ----------- --------------------
<S> <C> <C>
VA International Value Portfolio $14,000 0.09%
VA International Small Portfolio $11,000 0.13%
</TABLE>

CONDENSED FINANCIAL INFORMATION

The following financial highlights are part of the audited financial
statements of each Portfolio. The information for the fiscal year ended
November 30, 1997 has been audited by independent accountants. The financial
statements, related notes, and the report of the independent accountants
covering such financial information and financial highlights for the Portfolios'
fiscal year ended November 30, 1997, are incorporated by reference into the
Portfolios' statement of additional information from the Fund's annual report to
shareholders for the year ended November 30, 1997. Further information about
the Portfolios' performance is contained in the Fund's annual report to
shareholders relating to the Portfolios for the year ended November 30, 1997. A
copy of the annual report may be obtained from the Fund upon request at no
charge.

4
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

VA SMALL VA LARGE
VALUE PORTFOLIO VALUE PORTFOLIO
--------------------------------- ---------------------------------
Year Year Oct. 3, Year Year Jan. 13,
Ended Ended to Ended Ended to
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . $11.75 $ 9.69 $10.00 $13.46 $11.29 $10.00
------ ------ ------ ------ ------- ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income . . . . . . . . . . . . . 0.06 0.03 0.01 0.24 0.17 0.19
Net Gains (Losses) on Securities (Realized and
Unrealized) . . . . . . . . . . . . . . . . . 3.78 2.05 (0.31) 3.07 2.12 1.85
------ ------ ------ ------ ------- ------
Total from Investment Operations . . . . . . 3.84 2.08 (0.30) 3.31 2.29 2.04
------ ------ ------ ------ ------- ------
LESS DISTRIBUTIONS
Net Investment Income . . . . . . . . . . . . . (0.03) (0.02) (0.01) (0.23) (0.12) (0.16)
Net Realized Gains . . . . . . . . . . . . . . (0.11) -- -- (0.46) -- (0.59)
------ ------ ------ ------ ------- ------
Total Distributions . . . . . . . . . . . . . (0.14) (0.02) (0.01) (0.69) (0.12) (0.75)
------ ------ ------ ------ ------- ------
Net Asset Value, End of Period . . . . . . . . . $15.45 $11.75 $ 9.69 $16.08 $13.46 $11.29
------ ------ ------ ------ ------- ------
------ ------ ------ ------ ------- ------
Total Return . . . . . . . . . . . . . . . . . . 33.02% 21.47% (3.04)%# 25.72% 20.45% 20.41%#
Net Assets, End of Period (thousands) . . . . . . $17,428 $8,058 $4,848 $24,545 $13,570 $6,562
Ratio of Expenses to Average Net Assets . . . . . 0.71% 1.05% 0.99%* 0.48% 1.03% 1.20%*
Ratio of Net Investment Income to Average Net
Assets . . . . . . . . . . . . . . . . . . . . . 0.45% 0.34% 0.91%* 1.71% 1.59% 2.03%*
Portfolio Turnover Rate . . . . . . . . . . . . . 21.18% 5.19% 0.00%* 20.49% 18.54% 65.38%*
Average Commission Rate (1) . . . . . . . . . . . $0.0549 $0.0678 N/A $0.0479 $0.0484 N/A
</TABLE>

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

*Annualized
#Non-Annualized
(1) Computed by dividing the total amount of brokerage commissions paid by
the total shares of investment securities purchased and sold during
the period for which commissions were charged, as required by the SEC
for fiscal years beginning after September 1, 1995.

5
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

VA INTERNATIONAL VA INTERNATIONAL
VALUE PORTFOLIO SMALL PORTFOLIO
--------------------------------- ---------------------------------
Year Year Oct. 3, Year Year Oct. 3,
Ended Ended to Ended Ended to
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . $11.41 $10.03 $10.00 $10.48 $ 9.71 $10.00
------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) . . . . . . . . . 0.17 0.11 -- 0.09 0.06 (0.01)
Net Gains (Losses) on Securities (Realized and
Unrealized) . . . . . . . . . . . . . . . . . (0.56) 1.29 0.03 (2.30) 0.71 (0.28)
------ ------ ------ ------ ------ ------
Total from Investment Operations . . . . . . (0.39) 1.40 0.03 (2.21) 0.77 (0.29)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Investment Income . . . . . . . . . . . . . . . (0.10) -- -- (0.06) -- --
Net Realized Gains . . . . . . . . . . . . . . (0.05) (0.02) -- (0.22) -- --
------ ------ ------ ------ ------ ------
Total Distributions . . . . . . . . . . . . . (0.15) (0.02) -- (0.28) -- --
------ ------ ------ ------ ------ ------
Net Asset Value, End of Period . . . . . . . . $10.87 $11.41 $10.03 $ 7.99 $10.48 $ 9.71
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
Total Return . . . . . . . . . . . . . . . . . . (3.45)% 13.92% 0.30%# (21.54)% 7.93% (2.90)%#
Net Assets, End of Period (thousands) . . . . . . $17,610 $10,517 $5,014 $9,884 $6,007 $4,856
Ratio of Expenses to Average Net Assets . . . . . 0.76% 1.17% 1.32%* 0.99% 1.27% 2.52%*
Ratio of Net Investment Income to Average Net
Assets . . . . . . . . . . . . . . . . . . . . . 1.83% 1.29% (0.20)%* 1.32% 0.63% (0.39)%*
Portfolio Turnover Rate . . . . . . . . . . . . . 7.95% 4.14% 0.00%* 8.57% 6.40% 0.00%*
Average Commission Rate (1) . . . . . . . . . . . $0.0079 $0.0080 N/A $0.0118 $0.0200 N/A
</TABLE>

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

6
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
VA SHORT-TERM VA GLOBAL
FIXED PORTFOLIO(1) BOND PORTFOLIO(1)
-------------------------------- --------------------------------
Year Year Oct. 3, Year Year Jan. 13,
Ended Ended to Ended Ended to
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1995 1997 1996(1) 1995
---- ---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . $10.08 $10.04 $10.00 $11.14 $10.61 $10.00
------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income . . . . . . . . . . . . . 0.53 0.48 0.08 0.42 0.37 0.48
Net Gains (Losses) on Securities (Realized and
Unrealized) . . . . . . . . . . . . . . . . . -- 0.04 -- 0.34 0.57 0.81
------- ------- ------- ------- ------- -------
Total from Investment Operations . . . . . . 0.53 0.52 0.08 0.76 0.94 1.29
------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS
Net Investment Income . . . . . . . . . . . . . (0.53) (0.48) (0.04) (0.94) (0.41) (0.57)
Net Realized Gains . . . . . . . . . . . . . . -- -- -- (0.27) -- (0.11)
------- ------- ------- ------- ------- -------
Total Distributions . . . . . . . . . . . . . (0.53) (0.48) (0.04) (1.21) (0.41) (0.68)
------- ------- ------- ------- ------- -------
Net Asset Value, End of Period . . . . . . . . . $10.08 $10.08 $10.04 $10.69 $11.14 $10.61
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Total Return . . . . . . . . . . . . . . . . . . 5.46% 5.34% 0.81%# 7.58% 9.16% 13.09%#
Net Assets, End of Period (thousands) . . . . . . $15,136 $ 7,789 $ 5,041 $ 7,073 $ 3,703 $ 3,393
Ratio of Expenses to Average Net Assets . . . . . 0.43% 0.70% 0.63%* 0.65% 1.73% 1.31%*
Ratio of Net Investment Income to Average Net
Assets . . . . . . . . . . . . . . . . . . . . . 5.44% 4.93% 5.11%* 4.09% 3.43% 5.08%
*Portfolio Turnover Rate . . . . . . . . . . . . 72.92% 29.27% 0.00%* 58.35% 88.93% 60.09%
</TABLE>

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

1 (Restated to reflect a 900% stock dividend as of January 2, 1996.)
* Annualized
# Non-Annualized

7
<PAGE>

The total return information shown in the Financial Highlights tables does
not reflect the expenses that apply to a separate account or the related
insurance policies, and inclusion of these charges would reduce the total return
figures for all periods shown. Until October 1995, VA Large Value Portfolio
invested approximately 50% of its total assets in the stocks of large non-U.S.
companies and approximately 50% of its total assets in the stocks of U.S.
companies. The total return information presented in the Financial Highlights
table for VA Large Value Portfolio for the fiscal year ended November 30, 1995,
reflects the performance of the Portfolio when it invested in the stocks of both
U.S. and non-U.S. companies. The total return information of VA Large Value
Portfolio for the period ended November 30, 1995 should not be considered
indicative of its future performance.

DOMESTIC EQUITY PORTFOLIOS

PORTFOLIO CHARACTERISTICS AND POLICIES

The investment objective of each of the Domestic Equity Portfolios is to
achieve long-term capital appreciation. VA Large Value Portfolio and VA Small
Value Portfolio will invest in common stocks of U.S. companies which the Advisor
believes to be value stocks at the time of purchase. Securities are considered
value stocks primarily because a company's shares have a high book value in
relation to their market value (a "book to market ratio"). Generally, 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 New York
Stock Exchange ("NYSE") and, except as described under "Portfolio Structure,"
will be considered eligible for investment. VA Large Value Portfolio 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 VA Small Value Portfolio will purchase
common stocks of companies whose market capitalizations are smaller than such
company. In measuring value, the Advisor may consider additional factors such
as cash flow, economic conditions and developments in the issuer's industry.

PORTFOLIO STRUCTURE

Each Domestic Equity Portfolio will operate as a diversified investment
company. Further, neither Portfolio 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 Portfolio 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 Portfolios 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 Portfolios also may invest in index futures
contracts and options on index futures contracts provided that, in accordance
with current regulations, not more than 5% of the Portfolio's total assets are
then invested as initial margin deposits on such contracts or options. The
Portfolios will purchase securities that are listed on the principal U.S.
national securities exchanges and traded in the over-the-counter market ("OTC").

Each Domestic Equity Portfolio 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
Portfolio 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 Domestic Equity Portfolios because they intend to purchase round lots only.
Furthermore, in order to retain sufficient liquidity, the relative amount of any
security held by a 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 a Portfolio's assets
may be invested in interest-bearing obligations, as described above, thereby
causing further deviation from strict market capitalization weighting. The
Portfolios may make block purchases of eligible securities

8
<PAGE>

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 Portfolios
may acquire securities eligible for purchase or otherwise represented in the
Portfolios at the time of the exchange in exchange for the issuance of their
shares. 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 Portfolio.

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

PORTFOLIO TRANSACTIONS

The Domestic Equity Portfolios 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.

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

In addition, VA Large Value Portfolio 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 Portfolio. VA
Small Value Portfolio may also sell portfolio securities in the same
circumstances; however, that Portfolio 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.

INTERNATIONAL EQUITY PORTFOLIOS

VA INTERNATIONAL VALUE PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of VA International Value Portfolio is to achieve
long-term capital appreciation. The Portfolio operates as a diversified
investment company and seeks to achieve its investment objective by investing in
the value stocks of large non-U.S. companies. A company's shares will be
considered eligible for investment if the Advisor believes such shares are value
stocks at the time of purchase. Securities are considered value stocks
primarily because a company's shares have a book to market ratio that equals or
exceeds the ratios of any of the 30% of companies in that country with the
highest positive book to market ratios. In measuring value, the Advisor may
consider additional factors such as cash flow, economic conditions and
developments in the issuer's industry. As of the date of this prospectus, the
VA International Value Portfolio intends to invest in companies which have a
market capitalization of at least $800 million and are listed on a major
exchange in such country. The Advisor may reset such floor from time to time to
reflect changing market conditions. The Portfolio will be approximately market
capitalization weighted. Although it does not presently intend to do so, the
Portfolio reserves the right to invest in companies that have market
capitalizations of less than $800 million.

9
<PAGE>

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
non-U.S. countries. The Portfolio will not invest more than 25% of its total
assets in securities of companies in a single industry.

The Portfolio reserves the right to invest in index futures contracts and
options on 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 margin
deposits on such contracts. Such investments entail certain risks. (See "RISK
FACTORS - ALL PORTFOLIOS.")

A portion, but generally not in excess of 20% of the Portfolio's assets,
may be invested in the nine categories of interest-bearing obligations described
in "FIXED INCOME PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES - Description
of Investments."

The Portfolio intends to invest in the stocks of large companies in
countries with developed markets. As of the date of this prospectus, the
Portfolio may invest in the stocks of large companies in Australia, Belgium,
Denmark, France, Germany, Hong Kong, Italy, Japan, Malaysia, the Netherlands,
New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United
Kingdom. As the Portfolio's growth permits, it may invest in the stocks of
large companies in other developed markets, including Austria, Finland and
Ireland.

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 companies 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 stock for
the Portfolio inappropriate.

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 at least a semi-annual basis, the Advisor will prepare lists of
non-U.S. large companies with high book to market ratios whose shares may be
eligible for investment. 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 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.

PORTFOLIO STRUCTURE

The Advisor may exclude the securities of a company that otherwise meets
the criteria described above if the Advisor determines in its best judgment that
other conditions exist that make the inclusion of such security inappropriate.
This will result in some deviation from strict market capitalization weighting.
Deviation from strict market capitalization weighting will also occur in the
Portfolio because it intends to purchase round lots only. Furthermore, 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. Any
portion of the Portfolio's assets invested in interest-bearing obligations would
cause a further deviation from strict market capitalization weighting. 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 securities
eligible for purchase or otherwise represented in the Portfolio at the time of
the exchange in exchange for the issuance of its shares. While such purchases
might cause a temporary deviation from

10
<PAGE>

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.

It is management's belief that the value 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.

PORTFOLIO TRANSACTIONS

The Portfolio does not intend to purchase or sell a security based on the
prospects for an individual country's economy, the securities markets in that
country or the individual issuer whose shares are eligible for purchase. As
described above, investments will be made in virtually all eligible securities
on a market capitalization weighted basis. The Portfolio may sell 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 Portfolio. In addition, the Portfolio 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
Portfolio. Generally, securities will be purchased with the expectation that
they will be held for longer than one year.

VA INTERNATIONAL SMALL PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

VA International Small Portfolio operates as a diversified investment
company whose investment objective is to achieve long-term capital appreciation
and provides investors with access to securities portfolios consisting of small
Japanese, United Kingdom, Continental and Pacific Rim companies. The VA
International Small Portfolio will seek to achieve its investment objective by
investing its assets in a broad and diverse group of marketable stocks of (1)
Japanese small companies which are traded in the Japanese securities markets;
(2) United Kingdom small companies which are traded principally on the
International Stock Exchange of the United Kingdom and the Republic of Ireland
("ISE"); (3) small companies organized under the laws of certain European
countries; and (4) small companies located in Australia, New Zealand and Asian
countries whose shares are traded principally on the securities markets located
in those countries. The Advisor will determine the initial allocation of assets
among the four segments of VA International Small Portfolio and will
periodically review and adjust such allocation, all in its sole discretion.

Company size will be determined for purposes of this Portfolio solely on
the basis of a company's market capitalization. "Market capitalization" will be
calculated by multiplying the price of a company's stock by the number of its
shares of that stock outstanding. Each segment of VA International Small
Portfolio will be structured to reflect reasonably the relative market
capitalizations of the portfolio companies in that segment. The Advisor
believes that over the long term the investment performance of small companies
in developed countries is superior to large companies, and that investment in
the Portfolio is an effective way to improve global diversification.

11
<PAGE>

JAPANESE SMALL COMPANY SEGMENT

Generally, 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"). 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.

UNITED KINGDOM SMALL COMPANY SEGMENT

Generally, 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 FTA is an index of stocks traded on the ISE, which is similar to the
Standard & Poor's 500 Composite Stock Index ("S&P 500 Index"), and is used by
investment professionals in the United Kingdom for the same purposes as
investment professionals in the United States use the S&P 500 Index. While the
FTA typically 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. The
Portfolio will not, however, purchase shares of any investment trust or of any
company whose market capitalization is less than $5,000,000.

CONTINENTAL SMALL COMPANY SEGMENT

The 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. As of the date of this prospectus, the Portfolio may invest
in small companies located in Austria, Belgium, Denmark, Finland, France,
Germany, Ireland, Italy, the Netherlands, Norway, Spain, Sweden and Switzerland,
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 of this segment
in which the Portfolio invests (i.e., on a European basis). The Advisor
typically will use the appropriate country indices of the Financial
Times-Actuaries World Index ("FTW") converted to a common currency, the U.S.
dollar, 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. Generally, 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 this segment will be considered to be "Continental small companies"
and will be eligible for purchase by the Portfolio.

While the Advisor typically 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 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
Structure.")

PACIFIC RIM SMALL COMPANY SEGMENT

The Portfolio is authorized to invest in stocks of small companies located
in Australia, New Zealand and Asian countries whose shares are traded
principally on the securities markets located in those countries. Company size
will be determined by the Advisor in a manner that will compare the market
capitalizations of the companies in all countries of this segment in which the
Portfolio invests (i.e., on a Pacific Rim basis). The Advisor typically

12
<PAGE>

will use the appropriate country indices of the FTW converted to a common
currency and aggregated to define "small companies." Generally, companies with
publicly traded stock whose market capitalizations are not greater than the
largest of those in the smallest 30% (8th, 9th and 10th deciles) of companies
listed in the FTW as combined for the countries in this segment will be
considered to be "Pacific Rim small companies" and will be eligible for purchase
by the Portfolio. As of the date of this prospectus, the Portfolio invests in
the Pacific Rim small companies in Australia, Hong Kong, Korea, Malaysia, New
Zealand and Singapore. In the future, the Advisor may add small companies
located in other Asian countries as securities markets in these countries
become accessible.

PORTFOLIO STRUCTURE

With respect to each segment, VA International Small 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 Japanese, United Kingdom, Continental and
Pacific Rim small companies.

VA International Small Portfolio is structured by generally basing the
amount of each security purchased in each segment on the issuer's relative
market capitalization within that segment with a view to creating in the
Portfolio a reasonable reflection of the relative market capitalizations of the
portfolio companies segment by segment. 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 companies,
such determination shall be made by reference to other companies located in all
countries in the respective segment. Company size is measured in terms of local
currencies in order to eliminate the effect of variations in currency exchange
rates, except with respect to Continental and Pacific Rim small company
segments, in which segments company size will be measured 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. Furthermore, 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 the Portfolio's 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, the Portfolio may acquire securities
eligible for purchase or otherwise represented in the Portfolio at the time of
the exchange in exchange for the issuance of shares. 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.

13
<PAGE>

which had appreciated sufficiently to be eligible for sale and, therefore, would
not need to repurchase such securities. (See "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 at least a semi-annual basis, the
Advisor will determine the market capitalization of the largest small company
eligible for investment in each segment. 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
Transactions.") A further deviation from market capitalization weighting may
occur if the 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 Portfolio intends to invest at
least 80% of its assets in equity securities of Japanese, United Kingdom,
Continental and Pacific Rim small companies.

PORTFOLIO TRANSACTIONS

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 Japanese,
United Kingdom, Continental or Pacific Rim small companies. The present policy
of the Advisor 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 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.

SECURITIES LOANS

All of the Portfolios are authorized to lend securities to qualified
brokers, dealers, banks and other financial institutions for the purpose of
earning additional income. While a Portfolio may earn additional income from
lending securities, such activity is incidental to the investment objective
of a Portfolio. The value of securities loaned may not exceed 33 1/3% of the
value of a Portfolio's total assets. In connection with such loans, a
Portfolio 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

14
<PAGE>

Portfolios will be able to terminate the loan at any time, will receive
reasonable compensation 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 could experience delay in recovering the
loaned securities. Management believes that this risk can be controlled through
careful monitoring procedures.

FIXED INCOME PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES

VA SHORT-TERM FIXED PORTFOLIO

The investment objective of VA Short-Term Fixed 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. The Portfolio 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 Portfolio 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 Portfolio's policy that the weighted
average length of maturity of investments will not exceed one year. The
Portfolio principally invests in certificates of deposit, commercial paper,
bankers' acceptances, notes and bonds. The Portfolio 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.")

VA GLOBAL BOND PORTFOLIO

The investment objective of VA Global Bond 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 and
supranational organizations, such as the World Bank, the European Investment
Bank, European Economic Community, and European Coal and Steel Community or
corporate debt obligations. 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 five 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. Inasmuch as VA Global Bond 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.

DESCRIPTION OF INVESTMENTS

The following is a description of the categories of investments which may
be acquired by the Fixed Income Portfolios. VA Short-Term Fixed Portfolio may
invest in all of the securities and obligations listed in categories 1-6 and 8,
and VA Global Bond Portfolio may invest in the securities and obligations listed
in categories 1-10.

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.

15
<PAGE>

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 Standard & Poor's Rating Group, a Division of The McGraw-Hill Companies
("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 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 from banks with 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 of the
Advisor. 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.

The categories of investments that may be acquired by the Fixed Income
Portfolios may include both fixed and floating rate securities. Floating rate
securities bear interest at rates that vary with prevailing market rates.

16
<PAGE>

Interest rate adjustments are made periodically (e.g., every six months),
usually based on a money market index such as the London Interbank Offered Rate
(LIBOR) or the Treasury bill rate.

INVESTMENTS IN THE BANKING INDUSTRY

VA Short-Term Fixed Portfolio 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 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 the Portfolio that can only be changed by a vote of
shareholders of the Portfolio, banks and bank holding companies are considered
to constitute a single industry, the banking industry. When investment in such
obligations exceeds 25% of the total net assets of the Portfolio, the Portfolio
will be considered to be concentrating its investments in the banking industry.
As of the date of this prospectus, the Portfolio is not concentrating its
investments in this industry.

The types of bank and bank holding company obligations in which VA
Short-Term Fixed Portfolio 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 the Portfolio's established credit
rating criteria as stated under "Description of Investments." In addition, the
Portfolio is authorized to invest more than 25% of its total assets in U.S.
Treasury bonds, bills and notes and obligations of federal agencies and
instrumentalities.

PORTFOLIO STRATEGY

VA Short-Term Fixed Portfolio 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 on investment 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 Portfolio will be
chosen with a view to maximizing anticipated monthly returns, net of trading
costs.

VA Global Bond 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 judgment, 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.

VA Global Bond Portfolio is "non-diversified," as defined in the Investment
Company Act of 1940 (the "1940 Act"), 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 of 1986, as amended (the
"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, and the
Portfolio intends to invest no more than 55% of the value of its total assets in
cash, cash items, government securities and other regulated investment
companies. 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

17
<PAGE>

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.

VA Short-Term Fixed Portfolio is expected to have a high portfolio turnover
rate due to the relatively short maturities of the securities to be acquired.
It is anticipated that the annual rate of VA Short-Term Fixed Portfolio could be
0% to 200%. The annual portfolio turnover rate of VA Global Bond Portfolio is
not expected to exceed 100%. 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. While the Fixed Income
Portfolios 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
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.

RISK FACTORS - ALL PORTFOLIOS

SMALL COMPANY SECURITIES

Typically, securities of small companies are less liquid than securities
of large companies. Recognizing this factor, VA International Small Portfolio
and VA Small Value Portfolio 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 and Fixed Income Portfolios 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.
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. Certain of the foreign markets in
which the Portfolios may invest have recently transitioned from or are in the
process of transitioning from centrally controlled to market-based economies.
There can be no assurance that such transitions will be successful. The 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.

The economies of many countries in which the International Equity
Portfolios and the Fixed Income Portfolios invest are not as diverse or
resilient as the U.S. economy, and have significantly less financial resources.
Some countries are more heavily dependent on international trade and may be
affected to a greater extent by protectionist measures of their governments, or
dependent upon a relatively limited number of commodities and, thus, sensitive
to changes in world prices for these commodities.

In many foreign countries, stock markets are more variable than U.S.
markets for two reasons. Contemporaneous declines in both (i) foreign
securities prices in local currencies and (ii) the value of local currencies in
relation to the U.S. dollar can have a significant negative impact on the net
asset value of a Portfolio that holds the foreign securities. The net asset
value of the Portfolios are denominated in U.S. dollars, and, therefore,
declines in market price of both the foreign securities held by a Portfolio and
the

18
<PAGE>

foreign currency in which those securities are denominated will be reflected in
the net asset value of the Portfolio's shares.

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

Investments of the International Equity Portfolios and VA Global Bond
Portfolio 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. These Portfolios may purchase foreign
currency futures contracts and options in order to hedge against changes in the
level of foreign currency exchange rates, provided not more than 5% of each
Portfolio's assets are then invested as initial 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 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 securities transactions, but they
also tend to limit the potential gains that might result from a positive change
in such currency relationships.

BORROWING

Each Portfolio has 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 may 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 may increase or decrease at a greater rate than
would be the case if the Portfolio had not leveraged. The interest payable on
the amount borrowed would increase the Portfolio's expenses and, if the
appreciation and income produced by the investments purchased when the Portfolio
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 Equity and
International Equity Portfolios 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.

FUTURES CONTRACTS AND OPTIONS ON FUTURES

The Domestic Equity Portfolios and VA International Value Portfolio may
invest in index futures contracts and options on index futures contracts. To
the extent that a Portfolio invests in futures contracts and options thereon for
other than bona fide hedging purposes, no 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
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 Portfolios, 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 ability to close
a position in such investments. Gains or losses on investments in options and
futures depend on the direction of securities prices, interest rates and other
economic factors, and the loss from investing in futures contracts is
potentially unlimited. The Portfolios' investment in futures contracts and
options are subject to special tax rules that may affect the amount, timing and
character of the

19
<PAGE>

income earned by the Portfolios and the Portfolios' distributions to their
shareholders. (These special rules are discussed in the statement of additional
information.)

BANKING INDUSTRY 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 VA Short-Term Fixed Portfolio
than might occur in less concentrated portfolios.

REPURCHASE AGREEMENTS

In addition, all of the Portfolios may invest in repurchase agreements. In
the event of the bankruptcy of the other party to a repurchase agreement, the
Fund 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

The Advisor serves as investment advisor to each of the Portfolios. As
such, the Advisor is responsible for the management of their respective assets.
Investment decisions for all Portfolios of the Fund 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 with a trading department and selects brokers and
dealers to effect securities transactions. 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, 1997, (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 and (ii) the total expenses of each
Portfolio were the following percentages of respective average net assets:

Management Fee Annualized Total Expenses
-------------- -------------------------
<S> <C> <C>
VA Small Value Portfolio 0.50% 0.71%
VA Large Value Portfolio 0.25% 0.48%
VA International Value Portfolio 0.40% 0.76%
VA International Small Portfolio 0.50% 0.99%
VA Short-Term Fixed Portfolio 0.25% 0.43%
VA Global Bond Portfolio 0.25% 0.65%
</TABLE>

The Fund bears all of its own costs and expenses, including: services of
its independent accountants, legal counsel, brokerage fees, commissions and
transfer taxes in connection with the acquisition and disposition of portfolio
securities, taxes, insurance premiums, costs incidental to meetings of its
shareholders and directors, the cost of filing its registration statements under
federal and state securities laws, reports to shareholders, and transfer and
dividend disbursing agency, administrative services and custodian fees.
Expenses allocable to a particular Portfolio are so allocated and expenses which
are not allocable to a particular Portfolio are borne by each Portfolio on the
basis of its relative net assets.

20
<PAGE>

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 $26 billion. David G. Booth and Rex A.
Sinquefield, shareholders of the Advisor and directors and officers of both the
Fund and the Advisor, may be deemed controlling persons of the Advisor.

The Advisor has entered into a Consulting Services Agreement with
Dimensional Fund Advisers Ltd. ("DFAL") and DFA Australia Limited ("DFA
Australia") whereby DFAL and DFA Australia each provide certain trading and
administrative services with respect to the VA International Value Portfolio.
The Advisor owns 100% of the outstanding shares of DFAL and beneficially owns
100% of DFA Australia (see "Investment Services - VA International Small
Portfolio").

INVESTMENT SERVICES - VA INTERNATIONAL SMALL PORTFOLIO

Pursuant to a Sub-Advisory Agreement 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 the United Kingdom and Continental small
company segments of VA International Small Portfolio. Pursuant to a
Sub-Advisory Agreement 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 the Japanese
and Pacific Rim small company segments of VA International Small Portfolio. The
duties of DFAL with respect to the United Kingdom and Continental small company
segments of the Portfolio and DFA Australia with respect to the Japanese and
Pacific Rim small company segments of the Portfolio include the maintenance of a
trading desk for the Portfolio and the determination of the best and most
efficient means of executing securities transactions. The Advisor is
responsible for determining those securities which are eligible for purchase and
sale by the Portfolio and may delegate this task, subject to its own review, to
DFAL and DFA Australia. On at least a semi-annual basis, the Advisor reviews
the holdings of United Kingdom, Continental, Japanese and Pacific Rim small
company segments and reviews the trading process and the execution of securities
transactions.

DFAL maintains and furnishes to the Advisor information and reports on
United Kingdom and Continental small companies, including its recommendations
of securities to be added to the securities in those segments that are eligible
for purchase by the Portfolio. The Advisor pays DFAL a fee equal to 50,000
pounds sterling total per year, payable on a quarterly basis, for services to
the 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.

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 in those segments
that are eligible for purchase by the Portfolio. The Advisor pays DFA Australia
a fee equal to $13,000 per year, payable on a quarterly basis, for services to
VA International Small Portfolio.

DIRECTORS AND OFFICERS

The Board of Directors is responsible for establishing Fund policies and
for overseeing the management of the Fund. Information as to the Directors and
officers of the Fund is set forth in the statement of additional information
under "DIRECTORS AND OFFICERS."

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Each Portfolio intends to qualify each year as a regulated investment
company under 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 VA Small Value and the

21
<PAGE>

International Equity Portfolios 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 VA Large Value
Portfolio are distributed quarterly and any net realized capital gains are
distributed in November and December of each year. Net investment income, which
is accrued daily, will be distributed monthly (except for January) by VA
Short-Term Fixed Portfolio and quarterly by VA Global Bond Portfolio. Any net
realized capital gains of the Fixed Income Portfolios will be distributed in
November and December of each year.

If a Portfolio purchases shares in certain foreign investment entities,
called "passive foreign investment companies," 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.

Also, dividends and interest received on investments made by the Portfolios
may be subject to foreign withholding taxes on income from certain of their
foreign securities. These taxes will, in turn, reduce the amount of
distributions the Portfolios pay to their shareholders.

Shareholders 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). 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.

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

The tax status of your investment in the Portfolios depends upon the
features of your variable life or variable annuity contract. For further
information, please refer to the prospectus of the insurance company separate
account that offers your contract.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolios are sold only to insurance company separate
accounts. Purchases and redemptions of shares of each Portfolio by a separate
account will be effected at the net asset value per share. (See "VALUATION OF
SHARES.") Contract owners do not deal directly with the Fund with respect to
the acquisition or redemption of shares of the Portfolios. Please see the
prospectus of the insurance company separate account for information regarding
the purchase and redemption of shares of the Portfolios.

When in the best interests of a Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Series in lieu of cash in
accordance with Rule 18f-1 under the 1940 Act. Investors may incur brokerage
charges and other transaction costs selling securities that were received in
payment of redemptions. The International Equity Portfolios and the VA Global
Bond Portfolio reserve the right to redeem their shares in the currencies in
which their 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.

VALUATION OF SHARES

The net asset value per share of each Portfolio 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. The value of the shares of each Portfolio
will fluctuate in relation to its own

22
<PAGE>

investment experience. Securities held by the Domestic Equity and International
Equity Portfolios which are listed on a 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, such securities are valued 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 and VA Global Bond
Portfolio are expressed in U.S. dollars by translating the net assets of each
Portfolio using the bid price for the dollar as quoted by generally recognized
reliable sources.

The value of the shares of the Fixed Income Portfolios will tend to
fluctuate with interest rates because, unlike money market funds, these
Portfolios 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; 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 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 and VA Global Bond Portfolio are
determined as of such times for the purpose of computing the net asset values of
these Portfolios. If events which materially affect the value of the
investments of a Portfolio 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.

DISTRIBUTION

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. Until September 18, 1995,
vA Large Value Portfolio was named DFA Global Value Portfolio and VA Global Bond
Portfolio was named DFA Global Bond Portfolio. 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 Portfolios 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. Standard quotations of total return, which include deductions of any
applicable reimbursement fees, are computed in accordance with Securities and
Exchange Commission ("SEC") Guidelines and are presented whenever any

23
<PAGE>

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. In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines. 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
relating to the Portfolios for the fiscal year ended November 30, 1997 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 VA Global Bond
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.

Pursuant to an exemptive order from the SEC, shares of the Portfolios may
be sold to registered separate accounts of various insurance companies offering
variable annuity and variable life products. At present, the Board of Directors
of the Fund does not foresee any disadvantage arising from the fact that each
Portfolio may offer its shares to separate accounts of various insurance
companies to serve as an investment vehicle for their variable separate
accounts. However, a material conflict could arise between the interest of the
different participating separate accounts. The Fund's Board of Directors would
monitor events in order to identify any material irreconcilable conflicts that
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts of interest. If such conflicts were to occur, one or
more insurance companies' separate accounts might be required to withdraw its
investments in one or more Portfolios, or shares of another Portfolio may be
substituted by the Fund. As a result, a Portfolio might be forced to sell a
portion of its securities at a disadvantageous price. In the event of such a
material conflict, the affected insurance companies agree to take any necessary
steps, including removing its separate account from the Portfolio if required by
law, to resolve the matter.

As of February 27, 1998, the following persons owned more than 25% of the
voting securities of the following Portfolios:

<TABLE>
<CAPTION>
<S> <C>
VA LARGE VALUE PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account* 99.31%
400 West Market Street
P.O. Box 32830
Louisville, KY 40232

VA GLOBAL BOND PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account*(1) 99.01%

VA SMALL VALUE PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account*(1) 99.37%

24
<PAGE>

VA INTERNATIONAL VALUE PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account*(1) 99.09%

VA INTERNATIONAL SMALL PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account*(1) 98.82%

VA SHORT-TERM FIXED PORTFOLIO
(formerly National Home Life) Providian Life and Health Separate Account*(1) 97.86%
</TABLE>

- -----------------------
* Owner of record only.
(1) See address for shareholder previously stated in list.

Shareholder inquiries may be made by writing or calling the Fund at the
address or telephone number appearing on the cover of this prospectus.

25
<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. (171) 495-2343

DFA AUSTRALIA LIMITED
Suite 4403 Gateway
1 MacQuarie Place
Sydney, New South Wales 2000
Australia
Tel No. (61) 2-247-7822

CUSTODIAN
Citibank, N.A.
111 Wall Street
New York, NY 10005

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

26
<PAGE>

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

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

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

27
<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

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

STATEMENT OF ADDITIONAL INFORMATION

MARCH 20, 1998

DFA Investment Dimensions Group Inc. (the "Fund") offers thirty series of
shares. This statement of additional information describes six of those series:

VA SMALL VALUE PORTFOLIO VA INTERNATIONAL SMALL PORTFOLIO
VA LARGE VALUE PORTFOLIO VA SHORT-TERM FIXED PORTFOLIO
VA INTERNATIONAL VALUE PORTFOLIO VA GLOBAL BOND PORTFOLIO

(individually, a "Portfolio" and collectively, the "Portfolios"). The shares of
the Portfolios are sold only to separate accounts of insurance companies in
conjunction with variable life and variable annuity contracts. This statement
of additional information is not a prospectus but should be read in conjunction
with the Portfolios' prospectus dated March 20, 1998, as amended from time to
time, 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 TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . . . 6

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . 9

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . 11

PURCHASE AND REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . 11

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . 12

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>

PORTFOLIO CHARACTERISTICS AND POLICIES

The following information supplements the information set forth in the
prospectus under the captions "DOMESTIC EQUITY PORTFOLIOS," "VA INTERNATIONAL
VALUE PORTFOLIO," "VA INTERNATIONAL SMALL PORTFOLIO," and "FIXED INCOME
PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES." The following information
applies to all of the Portfolios.

Because the structure of the Domestic Equity 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 (the "1940 Act") and certain requirements of the 1940 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.

VA International Small Portfolio 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, the 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 the Portfolio upon conversion of a convertible
debenture will generally be held for so long as the Advisor anticipates such
stock will provide the Portfolio with opportunities which are consistent with
the Portfolio's investment objective and policies.

The annual portfolio turnover rates of VA Small Value and VA Large Value
Portfolios are expected to be approximately 15% and 20%, respectively. The
annual portfolio turnover rate of the VA International Value Portfolio is not
expected to exceed 20%. 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 rate of VA International
Small Portfolio ordinarily is anticipated to be low and is 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.

1
<PAGE>

BROKERAGE TRANSACTIONS

The following table depicts brokerage commissions paid by the Portfolios
during the fiscal years ended November 30, 1997, 1996 and 1995.

BROKERAGE COMMISSIONS
FISCAL YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995

1997 1996 1995
<S> <C> <C> <C>
VA Small Value $40,533 $12,570 $ 30,388
VA Large Value $18,486 $11,204 $ 7,138
VA International Value $12,742 $ 4,863 $ 8,171
VA International Small $39,704 $ 9,362 $ 53,043
VA Short-Term Fixed $ 0 $ 0 $ 0
VA Global Bond $ 0 $ 0 $ 0
</TABLE>

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 segments of VA International Small Portfolio and
DFA Australia Limited performs these services for the Japanese and Pacific Small
Company segments of VA International Small Portfolio. Transactions also may be
placed with brokers who provide the Advisor with investment research, such as
reports concerning individual issuers, industries and general economic and
financial trends and other research services.

The over-the-counter market ("OTC") companies eligible for purchase by VA
Small Value 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.

2
<PAGE>

given trade, the Domestic Equity Portfolios, 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 ended November 30, 1997, the Portfolios paid
commissions for securities transactions to brokers which provided market price
monitoring services, market studies and research services to the Portfolios as
set forth in the following table:

Value of Brokerage
Securities Transactions Commissions
----------------------- -----------
<S> <C> <C>
VA Small Value $ 5,445,506 $ 24,119
VA Large Value $ 6,513,729 $ 7,413
VA International Value $ 0 $ 0
VA International Small $ 1,580,247 $ 10,852
VA Short-Term Fixed $ 0 $ 0
VA Global Bond $ 0 $ 0

</TABLE>

The investment advisory agreements permit the Advisor knowingly to pay
commissions on securities 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 Tokyo
Stock Exchange ("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 International Equity
Portfolios expect to be able to avail themselves of institutional discounts.
The Portfolios' 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 Portfolios will be able to realize the benefit of discounts from fixed
commissions.

INVESTMENT LIMITATIONS

The Portfolios will not:
3
<PAGE>

(1) invest in commodities or real estate, including limited
partnership interests therein, 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 may purchase or sell financial futures contracts and
options thereon;

(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 the VA Global
Bond Portfolio is not subject to this limitation;

(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 that each Portfolio may borrow, for temporary or
emergency purposes, 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 15% 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;

(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;

(11) 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 VA Short-Term Fixed
Portfolio 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";

(12) write or acquire options (except as described in (1) above) or
interests in oil, gas or other mineral exploration, leases or
development programs;

(13) purchase warrants, however, the Portfolios may acquire warrants
as a result of corporate actions involving holdings of other
securities;

(14) purchase securities on margin or sell short;

(15) acquire more than 10% of the voting securities of any issuer and
provided that this limitation applies only to 75% of the assets
of the Domestic Equity Portfolios and VA International Value
Portfolio; or

4
<PAGE>

(16) issue senior securities (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent permitted by the 1940 Act.

The investment limitation described in (1) above, does not prohibit the
Portfolios from making margin deposits in connection with the purchase or sale
of financial futures contracts and options thereon to the extent permitted under
applicable regulations.

Although (2) above prohibits cash loans, the Portfolios are authorized to
lend portfolio securities.

For the purposes of (7) above, VA Short-Term Fixed 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 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 Rule 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.

The International Equity Portfolios and VA Global Bond 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 Domestic Equity Portfolio and VA
International Value Portfolio has retained authority to buy and sell financial
futures contracts and options thereon, they have no present intention to do so.

Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Portfolio owns, and does not include assets which
the Portfolio does not own but over which it has effective control. For
example, when applying a percentage investment limitation that is based on total
assets, the Portfolio will exclude from its total assets those assets which
represent collateral received by the Portfolio for its securities lending
transactions.

Unless otherwise indicated, all limitations applicable to the Portfolios'
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 assets invested in certain securities
or other instruments resulting from market fluctuations or other changes in a
Portfolio's total assets will not require a Portfolio to dispose of an
investment until the Advisor determines that it is practicable to sell or close
out 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.

FUTURES CONTRACTS

All Portfolios may enter into futures contracts and options on futures
contracts for the purpose of remaining fully invested and to maintain liquidity
to pay redemptions. 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 will be required to make a margin
deposit in cash or government securities with a broker or custodian to initiate
and maintain positions in futures contracts. Minimal

5
<PAGE>

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. Variation margin payments are made
to and from the futures broker for as long as the contract remains open. The
Portfolios expect to earn income on their margin deposits. To the extent that a
Portfolio invests in futures contracts and options thereon for other than bona
fide hedging purposes, the Portfolio will not enter into such transaction if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the 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
Securities and Exchange Commission (the "Commission"), the Portfolios 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 would continue to be
required to continue to make variation margin deposits. In such circumstances,
if the Portfolio 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. 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. 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.

6
<PAGE>

The Taxpayer Relief Act of 1997 has added new provisions for dealing with
transactions that are generally called "Constructive Sale Transactions." Under
these rules, a Portfolio must recognize gain (but not loss) on any constructive
sale of an appreciated financial position in stock, a partnership interest or
certain debt instruments. A Portfolio will generally be treated as making a
constructive sale when it: 1) enters into a short sale on the same property, 2)
enters into an offsetting notional principal contract, or 3) enters into a
futures or forward contract to deliver the same or substantially similar
property. Other transactions (including certain financial instruments called
collars) will be treated as constructive sales as provided in Treasury
regulations to be published. There are also certain exceptions that apply for
transactions that are closed before the end of the 30th day after the close of
the taxable year.

In addition, a Portfolio must diversify its holdings so that, at the end of
each quarter of the taxable year, (a) at least 50% of the market value of the
Portfolio's assets are represented by cash, U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Portfolio's
total assets and 10% of the outstanding voting securities of such issuer, and
(b) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. Government securities or the securities of
other regulated investment companies). Finally, in order to comply with
regulations under Section 817(h) of the Code, a Portfolio is required to
diversify its investments so that, on the last day of each quarter of a calendar
year, no more than 55% of the value of its assets is represented by any one
investment, no more than 70% is represented by any two investments, no more than
80% is represented by any three investments, and no more than 90% is represented
by any four investments. Generally, all securities of the same issuer are
treated as a single investor.

The Treasury Department has indicated that it may issue future
pronouncements addressing the circumstances in which a variable contract owner's
control of the investments of a separate account may cause the contract owner,
rather than the insurance company, to be treated as the owner of the assets held
by the separate account. If the contract owner is considered the owner of the
separate account, income and gains produced by those securities would be
included currently in the contract owner's gross income. It is not known what
standards will be set forth in such pronouncements or when, if at all, these
pronouncements may be issued.

Reference should be made to the prospectus for the applicable contract for
more information regarding the federal income tax consequences to an owner of a
contract.

DIRECTORS AND OFFICERS

The names, addresses and dates of birth 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, Director*, (12/2/46), President and Chairman-Chief
Executive Officer, Santa Monica, CA. President, Chairman-Chief Executive
Officer and Director, of the following companies: Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia 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 (registered investment
company). Chairman and Director, Dimensional Fund Advisors Ltd.

7
<PAGE>

Roger G. Ibbotson, (5/27/43), 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 and President,
Ibbotson Associates, Inc. (software, data, publishing and consulting).

Merton H. Miller, (5/16/23), 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., Dimensional Emerging Markets Fund Inc. and
Public Director, Chicago Mercantile Exchange.

Rex A. Sinquefield, (9/7/44), Director*, Chairman-Chief Investment Officer,
Santa Monica, CA. Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia 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 (except as otherwise
noted) in the following entities: Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, Dimensional Investment Group Inc., The
DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and Dimensional
Emerging Markets Fund Inc.

Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

Truman Clark, (4/18/41), Vice President, Santa Monica, CA. Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.

Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

Irene R. Diamant, (7/16/50), Vice President and Secretary (for all entities
other than Dimensional Fund Advisers Ltd.), Santa Monica, CA.

Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

8
<PAGE>

Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

David Plecha, (10/26/61), Vice President, Santa Monica, CA.

George Sands, (2/8/56), Vice President, Santa Monica, CA.

Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.

Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

Directors and officers as a group own less than 1% of each Portfolio's
outstanding stock.

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, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

9
<PAGE>

Aggregate Total Compensation from
Compensation Fund
Director 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 $15,000 $30,000
Myron S. Scholes $15,000 $30,000
</TABLE>

ADMINISTRATIVE SERVICES

PFPC Inc. ("PFPC") serves as the accounting services, dividend disbursing
and transfer agent for each Portfolio. 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 Portfolio pays PFPC fees at the annual rates set forth in the
following table:

DOMESTIC EQUITY PORTFOLIOS
.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

INTERNATIONAL EQUITY PORTFOLIOS
.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 net assets over $850 million

VA SHORT-TERM FIXED PORTFOLIO
.0513% of the first $100 million of net assets
.0308% of the next $100 million of net assets
.0205% of the next $200 million of net assets

VA GLOBAL BOND PORTFOLIO
.1230% of the first $150 million of net assets
.0820% of net assets between $150 million and $300 million
.0615% of net assets between $300 million and $600 million
.0410% of net assets between $600 million and $850 million
.0205% of net assets over $850 million

10
<PAGE>

PFPC also charges minimum fees at the rates of $54,000 per year for VA Large
Value and the Fixed Income Portfolios and $75,000 per year for VA Small Value
and the International Equity Portfolios. PFPC has agreed to limit the minimum
fee for these Portfolios from time to time.

OTHER INFORMATION

For the services it provides as investment advisor to each Portfolio, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Portfolio. For the fiscal periods ended November 30, 1995, 1996 and
1997, the Portfolios paid advisory fees as set forth in the following table:

1997 1996 1995
(000) (000) (000)
---- ---- ----
<S> <C> <C> <C>
VA Small Value $ 65 $ 28 $ 4
VA Large Value $ 49 $ 20 $ 18
VA International Value $ 60 $ 28 $ 3
VA International Small $ 42 $ 27 $ 4
VA Short-Term Fixed $ 29 $ 14 $ 2
VA Global Bond $ 15 $ 9 $ 7
</TABLE>

Because of current federal securities law requirements, the Fund expects
that its life insurance company shareholders will offer their contract owners
the opportunity to instruct them as to how Portfolio shares allocable to their
variable contracts will be voted with respect to certain matters, such as
approval of investment advisory agreements. Generally, an insurance company
will vote all Portfolio shares held in a separate account in the same proportion
as it receives instructions from contract owners in that separate account.
Under certain circumstances described in the insurance company separate account
prospectus, the insurance company may not vote in accordance with the contract
owner's instructions.

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 1940 Act or
other applicable law. The Fund's by-laws 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 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited at least once each year.

PNC Bank, N.A. serves as custodian for the Domestic Equity Portfolios and
VA Short-Term Fixed Portfolio. Beginning February 16, 1998, Citibank, N.A.
("Citibank"), 111 Wall Street, New York, New York 10005, will succeed Boston
Safe Deposit and Trust Company ("Boston Safe"), Princess House, 1 Suffolk Lane,
London EC4R OAN, England, as the global custodian for the International Equity
Portfolios and VA Global Bond Portfolio. To ensure an orderly transition, the
conversion to Citibank will be accomplished Portfolio by Portfolio and it is
expected that the

11
<PAGE>

conversion from Boston Safe to Citibank will be accomplished by May 1, 1998.
During the conversion process, Boston Safe will continue to serve as global
custodian for each Portfolio until its conversion date. The custodians maintain
a separate account or accounts for the Portfolios; receive, hold and release
portfolio securities on account of the Portfolios; make receipts and
disbursements of money on behalf of the Portfolios; and collect and receive
income and other payments and distributions on account of the Portfolios'
portfolio securities.

Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements.

PRINCIPAL HOLDERS OF SECURITIES

As of February 28, 1998, the following persons beneficially owned 5% or
more of the outstanding stock of the Portfolios, as set forth below:

VA LARGE VALUE PORTFOLIO
Providian Life and Health Separate Account* (formerly 99.31%
National Home Life)
400 West Market Street
P.O. Box 32830
Louisville, KY 40232

VA GLOBAL BOND PORTFOLIO
Providian Life and Health Separate Account*(1) (formerly 99.01%
National Home Life)

VA SMALL VALUE PORTFOLIO
Providian Life and Health Separate Account*(1) (formerly 99.37%
National Home Life)

VA INTERNATIONAL VALUE PORTFOLIO
Providian Life and Health Separate Account*(1) (formerly 99.09%
National Home Life)

VA INTERNATIONAL SMALL PORTFOLIO
Providian Life and Health Separate Account*(1) (formerly 98.82%
National Home Life)

VA SHORT-TERM FIXED PORTFOLIO
Providian Life and Health Separate Account*(1) (formerly 97.86%
National Home Life)

________________________
* Owner of record only.
(1) See address for shareholder previously listed above.

PURCHASE AND REDEMPTION OF SHARES

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

12
<PAGE>

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 Columbus Day and
Veterans' Day. Orders for redemptions and purchases will not be processed if
the Fund is closed.

Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolios is minimal and, therefore,
the shares of the Portfolios 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
Portfolios. Any such charges will be described in the prospectus.

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 judgment of management, such suspension or rejection is in the best interest
of the Fund or a Portfolio.

CALCULATION OF PERFORMANCE DATA

Following are quotations of the Portfolios' annualized percentage total
returns for the one-year period ended November 30, 1997 and from the Portfolios'
date of initial investment, as indicated below, through November 30, 1997, using
the standardized method of calculation required by the Commission:

From Initial
One Year Investment
-------- ------------
<S> <C> <C>
VA Small Value Portfolio 33.02 23.02%*
(26 months)
VA Large Value Portfolio 25.70 24.08%**
(34 months)
VA International Value Portfolio (3.46) 4.64%*
(26 months)
VA International Small Portfolio (21.54) (8.63%)*
(26 months)
VA Short-Term Fixed Portfolio 5.47 5.37%*
(26 months)
VA Global Bond Portfolio 7.57 9.77%***
(34 months)
</TABLE>

13
<PAGE>

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

* For the period from October 3, 1995 (date of initial investment) to
November 30, 1997.
** For the period from January 13, 1995 (date of initial investment) to
November 30, 1997. Until October 1995, VA Large Value Portfolio invested
approximately 50% of its total assets in the stocks of large non-U.S.
companies and approximately 50% of its total assets in the stocks of U.S.
companies. The total return information for VA Large Value Portfolio
reflects the performance of the Portfolio when it invested in the stocks of
both U.S. and non-U.S. companies. The total return of the Portfolio for
the period ended November 30, 1995 should not be considered indicative of
its future performance.
*** For the period January 13, 1995 (date of initial investment) to November
30, 1997.

Each Portfolio determines its average annual total return 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 Commission's formula:

n
P(1 + T) = 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).

In addition to the standardized method of calculating performance required
by the Commission, the Portfolios may disseminate other performance data and may
advertise total return performance calculated on a monthly basis.

The Portfolios may compare their investment performance to appropriate
market and mutual fund indices for which reliable performance data is available.
Such indices are generally unmanaged and are prepared by entities and
organizations which track the performance of investment companies or investment
advisors. Unmanaged indices often do not reflect deductions for administrative
and management costs and expenses. The performance of the Portfolios may also
be compared in publications to averages, performance rankings, or other
information prepared by recognized mutual fund statistical services. Any
performance information, whether related to the Portfolios or to the Advisor,
should be considered in light of a Portfolio's investment objectives and
policies, characteristics and the quality of the portfolio and market conditions
during the time period indicated and should not be considered to be
representative of what may be achieved in the future.

FINANCIAL STATEMENTS

The audited financial statements and financial highlights of the Portfolios
for the fiscal year ended November 30, 1997, as set forth in the Fund's annual
report to stockholders relating to

14
<PAGE>

the Portfolios, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.

An investor may obtain a copy of the annual report, upon request and
without charge, by contacting the Fund at the address or telephone number
appearing on the cover of this statement of additional information.

15
<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.

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 16, 1998+
(6) Notes to Financial Statements+

_________________

+ For the VA Small Value Portfolio, VA Large Value Portfolio, VA
International Value Portfolio, VA International Small Portfolio,
VA Short-Term Fixed Portfolio and VA Global Bond Portfolio (the
"VA Portfolios"), the audited financial statements were filed via
the EDGAR system on February 5, 1998 with the Securities and
Exchange Commission ("SEC") as DFA INVESTMENT DIMENSIONS GROUP
INC. Annual Report to shareholders for the year ended November
30, 1997 pursuant to Rule 30b2-1 under the Investment Company Act
of 1940 ("1940 Act") and are incorporated into the Statement of
Additional Information dated March 20, 1998.

With respect to all series of shares of the Registrant, except
the VA Portfolios and Emerging Markets Small Cap Portfolio, the
audited financial statements were filed via the EDGAR system on
February 5, 1998 with the SEC as DFA INVESTMENT DIMENSIONS GROUP
INC. Annual Report to shareholders for the year ended November
30, 1997 pursuant to Rule 30b2-1 under the 1940 Act and are
incorporated by reference into the Statement of Additional
Information dated March 20, 1998.

The audited financial statements of U.S. 6-10 Small Company
Series, U.S. Large Company Series, Enhanced U.S. Large Company
Series, U.S. 6-10 Value Series, U.S. Large Cap Value Series,
Japanese Small Company Series, Pacific Rim Small Company Series,
United Kingdom Small Company Series, Continental Small Company
Series, DFA International Value Series, Emerging Markets Series,
DFA One-Year Fixed Income Series and DFA Two-Year Global Fixed
Income Series of The DFA Investment Trust Company (the "Trust")
for the fiscal year ended November 30, 1997, as set forth in the
Trust's Annual Report to shareholders, were filed via the EDGAR
system on February 5, 1998, with the SEC pursuant to Rule 30b2-1
under the 1940 Act and are incorporated by reference into the
Statement of Additional Information dated March 20, 1998.

<PAGE>

The audited financial statements of Dimensional Emerging Markets
Fund Inc. for the fiscal year ended November 30, 1997, as set
forth in its Annual Report to Shareholders were filed via EDGAR
on February 5, 1998, pursuant to Rule 30b2-1 under the 1940 Act
and are incorporated by reference into the Statement of
Additional Information dated November 30, 1997.

(b) EXHIBITS.
(1) CHARTER, AS NOW IN EFFECT.
(a) Articles of Restatement dated August 8, 1995.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 43/44 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 4, 1996.

(b) Articles of Amendment dated December 21, 1995.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 39/40 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 30, 1996.

(c) Articles Supplementary dated December 21, 1995.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 39/40 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 30, 1996.

(d) Articles Supplementary dated May 14, 1996.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(e) Articles Supplementary dated October 18, 1996.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 19, 1996.

-2-
<PAGE>

(f) Articles of Amendment dated December 20, 1996.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 19, 1996.

(g) Articles of Amendment dated July 28, 1997
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 46/47 to
the Registration Statement of the Registrant on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(h) Articles Supplementary dated September 16, 1997.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 46/47 to
the Registration Statement of the Registrant on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(2) EXISTING BY-LAWS.
By-Laws of the Registrant, as approved through September 2, 1997.
Filed herewith.

(3) VOTING TRUST AGREEMENT.
None.

(4) INSTRUMENTS DEFINING RIGHTS OF HOLDERS OF SECURITIES BEING
REGISTERED.

(a) See Articles Fifth, Sixth, Eighth and Thirteenth of the
Registrant's Articles of Restatement dated August 8, 1995.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 43/44 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 4, 1996.

(5) (a) INVESTMENT ADVISORY CONTRACTS:
(1) Between the Registrant and Dimensional Fund
Advisors Inc. ("DFA") dated May 13, 1987 on
behalf of the DFA Five-Year Government Portfolio
is filed herewith.

-3-

<PAGE>

(2) Between the Registrant and Dimensional Fund
Advisors Inc. ("DFA") dated April 26, 1994 re: the
DFA Global Fixed Income Portfolio (formerly the
DFA Global Bond Portfolio) is filed herewith.

(3) Form of between the Registrant and DFA dated
September 24, 1990 on behalf of the DFA
Intermediate Government Fixed Income Portfolio
(formerly the DFA Intermediate Government Bond
Portfolio) is filed herewith.

(4) Form of between the Registrant and DFA dated April
2, 1991 on behalf of the Large Cap International
Portfolio is filed herewith.

(5) Form of between the Registrant and DFA dated
December 21, 1992, as amended re: the DFA Real
Estate Securities Portfolio (formerly the DFA/AEW
Real Estate Securities Portfolio) is filed
herewith.

(6) Amendment to Investment Advisory Agreement on
behalfof DFA Real Estate Securities Portfolio
dated September 21, 1992, effective on December
20, 1996 is filed herewith.

(7) Form of between the Registrant and DFA dated
December 20, 1994 on behalf of the DFA
International Small Cap Value Portfolio is filed
herewith.

(8) Form of between the Registrant and DFA dated
September 8, 1995 on behalf of the VA Large Value
Portfolio (formerly known as the DFA Global Value
Portfolio).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(9) Form of between the Registrant and DFA dated
September 8, 1995 on behalf of the VA Small Value
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

-4-
<PAGE>

(10) Form of between the Registrant and DFA dated
September 8, 1995 on behalf of the VA
International Value Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(11) Form of between the Registrant and DFA dated
September 8, 1995 on behalf of the VA
International Small Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(12) Form of between the Registrant and DFA dated
September 8, 1995 on behalf of the VA Short-Term
Fixed Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(13) Form of between the Registrant and DFA dated
August 8, 1996 re: the International Small Company
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(b) SUB-ADVISORY CONTRACTS:
(1) Between Registrant, DFA and DFA Australia Ltd.
(formerly DFA Australia Pty Limited) dated
September 21, 1995 re: VA International Small
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(2) Between the Registrant, DFA and Dimensional Fund
Advisors Ltd. dated September 21, 1995 re: the VA

-5-

<PAGE>

International Small Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(6) (a) UNDERWRITING DISTRIBUTION CONTRACT BETWEEN THE REGISTRANT
AND A PRINCIPAL UNDERWRITER.
Agreement with DFA Securities Inc. is filed herewith.

(b) AGREEMENTS BETWEEN PRINCIPAL UNDERWRITERS AND DEALERS.
(1) None.

(7) None.

(8) CUSTODY AGREEMENTS.
(a) Between the Registrant and Boston Safe Deposit and Trust
Company dated July 22, 1991 on behalf of the Japanese Small
Company Portfolio, Pacific Rim Small Company Portfolio
(formerly the Asia-Australia Small Company Portfolio),
United Kingdom Small Company Portfolio, Continental Small
Company Portfolio, Large Cap International Portfolio and DFA
Global Bond Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(1) Amendment to Custody Agreement dated July 22, 1991
between the Registrant and the Boston Safe Deposit
and Trust Company dated May 26, 1993.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 of the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(2) Amendment to Custody Agreement dated July 22, 1991
between the Registrant and Mellon Trust dated
December 20, 1994 on behalf of the Japanese Small
Company Portfolio, Pacific Rim Small Company
Portfolio (Asia-Australia Small Company
Portfolio), United Kingdom Small Company
Portfolio, Continental Small Company

-6-

<PAGE>

Portfolio, Large Cap International Portfolio and
DFA Global Bond Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(3) Form of Amendment to Custody Agreement dated July
22, 1991 between the Registrant and Boston Safe
Deposit and Trust Company dated September ,
1995 on behalf of the Small Value Portfolio, VA
Large Value Portfolio and VA Short-Term Fixed
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(4) Form of Amendment to Custody Agreement dated July
22, 1991 between the Registrant and Boston Safe
Deposit and Trust Company dated February ___, 1996
re: the DFA Two-Year Global Fixed Income
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: No. 37/38 to the Registration Statement
of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(5) Form of Amendment to Custody Agreement dated July
22, 1991 between the Registrant and Boston Safe
Deposit and Trust Company dated August 8, 1996 re:
the International Small Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(b) Form of Custodian Services Agreement between the
Registrant and PNC Bank, N.A. (formerly Provident
National Bank) dated February 8, 1996 re: the Enhanced
U.S. Large Company, DFA Two-Year Corporate Fixed Income
and DFA Two-

-7-

<PAGE>

Year Government Portfolios.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(c) Form of Custody Agreement re: the Emerging Markets
Small Cap Portfolio and Emerging Markets Value
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 19, 1996.

(d) Form of Custodian Agreement between the Registrant and
PNC Bank, N.A. (formerly Provident National Bank) re:
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 Fixed Income
Portfolio (formerly known as the DFA Intermediate
Government Bond Portfolio, and the DFA Five-Year
Government Portfolio is filed herewith.

(1) Amendment Number One is filed herewith.
(2) Amendment Number Two is filed herewith.
(3) Form of Amendment Number Three is filed herewith.
(4) Form of Amendment Number Five.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(6) Form of Amendment Number Six.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(7) Form of Amendment Number Seven re: the addition
of the U.S. 4-10 Value Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:

-8-
<PAGE>

Filing: Post-Effective Amendment No. 46/47 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(9) (a) TRANSFER AGENCY AGREEMENT BETWEEN THE REGISTRANT AND PFPC
INC. (formerly Provident Financial Processing Corporation)
(the "Transfer Agency Agreement") is filed herewith.
(1) Amendment Number One is filed herewith.
(2) Amendment Number Two is filed herewith.
(3) Form of Amendment Number Three is filed herewith.
(4) Form of Amendment Number Four is filed herewith.
(5) Form of Amendment Number Six is filed herewith.
(6) Form of Amendment Number Nine is filed herewith.
(10) Form of Amendment Number Ten dated September 8,
1995 to the Transfer Agency Agreement re: the
addition of the VA Small Value Portfolio, VA
International Value Portfolio, VA Short-Term Fixed
Portfolio and VA International Small Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(11) Form of Amendment Number Eleven dated February 8,
1996 to the Transfer Agency Agreement re: the
addition of 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.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

-9-

<PAGE>

(12) Form of Amendment Number Twelve dated August 8,
1996 to the Transfer Agency Agreement re: the
addition of the International Small Company
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(13) Amendment Number Thirteen dated December 19, 1996
re: the addition of the Emerging Markets Small Cap
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form
N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: December 19, 1996.

(14) Amendment Number Fourteen dated November 30, 1997
re: the addition of the U.S. 4-10 Value Portfolio
and Emerging Markets Value Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 46/47 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(b) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
BETWEEN THE REGISTRANT AND PFPC INC. (formerly
Provident Financial Processing Corporation) (the
"Accounting Agreement") is filed herewith.
(1) Amendment Number One is filed herewith.
(2) Amendment Number Two is filed herewith.
(3) Form of Amendment Number Three is filed herewith.
(4) Form of Amendment Number Four is filed herewith.
(5) Form of Amendment Number Six is filed herewith.
(6) Form of Amendment Number Nine is filed herewith.

(10) Form of Amendment Number Ten dated September 8,
1995 to the Accounting Agreement re: the addition
of the VA Portfolios.
INCORPORATED HEREIN BY REFERENCE TO:

-10-

<PAGE>

Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(11) Form of Amendment Number Eleven dated February 8,
1996 to the Accounting Agreement re: the addition
of 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.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(12) Form of Amendment Number Twelve to the Accounting
Agreement re: the addition of the International
Small Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(13) Amendment Number Thirteen dated December 19, 1996
to the Accounting Agreement re: the addition of
Emerging Markets Small Cap Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form
N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(14) Amendment Number Fourteen dated November 30, 1997
to the Accounting Agreement re: the addition of
U.S. 4-10 Value Portfolio and Emerging Markets
Value Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
46/47 to the Registration Statement of the
Registrant on Form N-1A.

-11-

<PAGE>

File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(c) ADMINISTRATION AGREEMENTS WITH DFA.
(1) Form of between the Registrant and DFA dated
January 6, 1993 on behalf of the DFA One-Year
Fixed Income Portfolio (formerly The DFA Fixed
Income Shares) is filed herewith.

(2) Form of between the Registrant and DFA dated
August 8, 1996 on behalf of the Japanese Small
Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(3) Form of between the Registrant and DFA dated
August 8, 1996 on behalf of the United Kingdom
Small Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(4) Form of between the Registrant and DFA dated
August 8, 1996 on behalf of the Continental Small
Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(5) Form of between the Registrant and DFA dated
December 1, 1995 on behalf of the U.S. Large
Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(6) Form of between the Registrant and DFA dated
August 8, 1996 on behalf of the Pacific Rim Small
Company Portfolio. The

-12-
<PAGE>

Series became a feeder portfolio of DFA/ITC on
January 15, 1993.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(7) Form of between the Registrant and DFA dated
January 6, 1993 re: the U.S. 6-10 Small Company
Portfolio is filed herewith.

(8) Form of between the Registrant and DFA dated
January 6, 1993 re: the U.S. Large Cap Value
Portfolio (formerly the U.S. Large Cap High Book
to Market Portfolio) is filed herewith.

(9) Form of between the Registrant and DFA dated
January 6, 1993 re: the U.S. 6-10 Value Portfolio
(formerly the U.S. Small Cap High Book to Market
Portfolio) is filed herewith.

(10) Form of between the Registrant and DFA dated
February 8, 1996 on behalf of the RWB/DFA
International High Book to Market Portfolio
(formerly DFA International High Book to Market
Portfolio; formerly the Reinhardt Werba Bowen
International Large Stock Portfolio).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(12) Form of between the Registrant and DFA dated
February 8, 1996 on behalf of the Enhanced U.S.
Large Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

-13-

<PAGE>

(13) Form of between the Registrant and DFA dated
February 8, 1996 on behalf of the DFA Two-Year
Corporate Fixed Income Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(14) Form of between the Registrant and DFA dated
February 8, 1996 on behalf of the DFA Two-Year
Global Fixed Income Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(15) Form of between the Registrant and DFA dated
February 8, 1996 on behalf of the DFA Two-Year
Government Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(16) Form of between the Registrant and DFA dated
August 8, 1996 on behalf of the International
Small Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 41/42 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 24, 1996.

(17) Between the Registrant and DFA dated December 19,
1996 on behalf of the Emerging Markets Small Cap
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 44/45 to the
Registration Statement of the Registrant on Form
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 19, 1996.

-14-

<PAGE>

(18) Form of between Registrant and DFA dated as of
November 30, 1997 on behalf of the U.S. 9-10 Small
Company Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
46/47 to the Registration Statement of the
Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(19) Form of between Registrant and DFA dated November
30, 1997 on behalf of the U.S. 4-10 Value
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
46/47 to the Registration Statement of the
Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(20) Form of between Registrant and DFA dated November
30, 1997 on behalf of the Emerging Markets Value
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
46/47 to the Registration Statement of the
Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 1997.

(d) OTHER.
(1) Marketing Agreement dated June 29, 1994 between
DFA and National Home Life Assurance Company.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(2) Participation Agreement between DFA Investment
Dimensions Group, Inc., DFA, DFA Securities, Inc.
and National Home Life Assurance Company.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to the
Registration Statement of Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

-15-

<PAGE>

(3) Form of Client Service Agent Agreement re: the
RWB/DFA International High Book to Market
Portfolio (formerly the DFA International High
Book to Market Portfolio and Reinhardt Werba Bowen
International Large Stock Portfolio).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to The
Registration Statement of Registrant on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(10) OPINION OF COUNSEL.
Not applicable.

(11) CONSENTS.
Consent of Coopers & Lybrand, L.L.P. is attached hereto as
Exhibit 24(b)(11).

(12) FINANCIAL STATEMENTS OMITTED FROM ITEM 23.
Not applicable.

(13) AGREEMENTS OF UNDERSTANDINGS MADE IN CONSIDERATION FOR
PROVIDING INITIAL CAPITAL.
(a) Subscription Agreement under Section 14(a)(3) of the
Investment Company Act of 1940**.

(14) MODEL PLAN USED IN THE ESTABLISHMENT OF ANY RETIREMENT PLAN.
Not applicable.

(15) PLANS ENTERED INTO PURSUANT TO RULE 12B-1.
Not applicable.

(16) PERFORMANCE CALCULATIONS.
Not applicable.

(17) FINANCIAL DATA SCHEDULES.
Financial Data Schedules dated November 30, 1997 relating to the:

(a) U.S. 9-10 Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(a).

(b) DFA One-Year Fixed Income Portfolio is attached hereto as
Exhibit 24(b)(17)(b).

(d) United Kingdom Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(d).

-16-

<PAGE>

(e) DFA Five-Year Government Portfolio is attached hereto as
Exhibit 24(b)(17)(e).

(f) Continental Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(f).

(g) U.S. Large Company Portfolio is attached hereto as Exhibit
24(b)(17)(g).

(h) DFA Global Fixed Income Portfolio is attached hereto as
Exhibit 24(b)(17)(h).

(i) DFA Intermediate Government Fixed Income Portfolio is
attached hereto as Exhibit 24(b)(17)(i).

(j) Large Cap International Portfolio is attached hereto as
Exhibit 24(b)(17)(j).

(k) Pacific Rim Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(k).

(l) U.S. 6-10 Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(l).

(m) U.S. Large Cap Value Portfolio is attached hereto as Exhibit
24(b)(17)(m).

(n) U.S. 6-10 Value Portfolio is attached hereto as Exhibit
24(b)(17)(n).

(o) DFA Real Estate Securities Portfolio is attached hereto as
Exhibit 24(b)(17)(o).

(p) RWB/DFA International High Book-to-Market Portfolio is
attached hereto as Exhibit 24(b)(17)(p).

(q) Emerging Markets Portfolio is attached hereto as Exhibit
24(b)(17)(q).

(r) DFA International Small Cap Value Portfolio is attached
hereto as Exhibit 24(b)(17)(r).

(s) VA Global Bond Portfolio is attached hereto as Exhibit
24(b)(17)(s).

(t) VA Large Value Portfolio is attached hereto as Exhibit
24(b)(17)(t).

(u) VA Small Value Portfolio is attached hereto as Exhibit
24(b)(17)(u).

-17-

<PAGE>

(v) VA International Value Portfolio is attached hereto as
Exhibit 24(b)(17)(v).

(w) VA International Small Portfolio is attached hereto as
Exhibit 24(b)(17)(w).

(x) VA Short-Term Fixed Portfolio is attached hereto as Exhibit
24(b)(17)(x).

(y) Enhanced U.S. Large Company Portfolio is attached hereto as
Exhibit 24(b)(17)(y).

(z) DFA Two-Year Global Fixed Income Portfolio is attached
hereto as Exhibit 24(b)(17)(z).

(aa) International Small Company Portfolio is attached hereto as
Exhibit 24(b)(17)(aa).

(bb) Emerging Markets Small Cap Portfolio is attached hereto as
Exhibit 24(b)(17)(bb).

(18) PLANS PURSUANT TO RULE 18f-3.
Not Applicable.

(19) POWERS-OF-ATTORNEY.
(a) Power-of-Attorney appointing David G. Booth, Rex A.
Sinquefield, Michael T. Scardina, Irene R. Diamant and
Stephen W. Kline, Esq. as attorney-in-fact for the
Registrant and certified resolution relating thereto on
behalf of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 31/32 to the
Registration Statement of the Registrant on Form N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: October 3, 1994.

(b) Power-of-Attorney appointing David G. Booth, Rex A.
Sinquefield, Michael T. Scardina, Irene R. Diamant and
Stephen W. Kline, Esq. as attorney-in-fact for DFA/ITC and
certified resolution relating thereto on behalf of DFA/ITC.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 13/14 to the
Registration Statement of the Registrant on Form N-1A.
Filing Nos.: 33-33980 and 811-6067.
Filing Date: March 21, 1996.

-18-

<PAGE>

(c) Powers-of-Attorney for Registrant, DFA/ITC and Dimensional
Emerging Markets Fund Inc. dated July 18, 1997.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 47/48 to
the Registration Statement of the Registrant on Form N-1A.
Filing Nos.: 2-73948 and 811-3258.
Filing Date: November 30, 1997.

- ----
* 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.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

(1) (2)
Number of Record
Holders as of
Title of Class February 27, 1998
-------------- -----------------
(Par Value $.01)
U.S. 9-10 Small Company Portfolio 185
DFA One-Year Fixed Income Portfolio 141
Japanese Small Company Portfolio 55
United Kingdom Small Company Portfolio 46
DFA Five-Year Government Portfolio 35
Continental Small Company Portfolio 54
U.S. Large Company Portfolio 67
DFA Global Fixed Income Portfolio 45
DFA Intermediate Government
Fixed Income Portfolio 12
Large Cap International Portfolio 36
Pacific Rim Small Company Portfolio 40
U.S. 6-10 Small Company Portfolio 38
U.S. Large Cap Value Portfolio 97
U.S. 6-10 Value Portfolio 175
DFA Real Estate Securities Portfolio 30
RWB/DFA International High
Book-to-Market Portfolio 4
Emerging Markets Portfolio 73
DFA International Small Cap
Value Portfolio 50
VA Global Bond Portfolio 2
VA Large Value Portfolio 2
VA Small Value Portfolio 2
VA International Value
Portfolio 2
VA International Small Portfolio 2

-19-

<PAGE>

VA Short-Term Fixed Portfolio 2
Enhanced U.S. Large Company Portfolio 15
DFA Two-Year Global Fixed
Income Portfolio 24
International Small
Company Portfolio 32
Emerging Markets Small Cap Portfolio 1

ITEM 27. INDEMNIFICATION.
Section 1 of Article XI of the Registrant's By-Laws (as Approved
through 10/17/96) 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 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.

(a) 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

-20-

<PAGE>

Monica, CA 90401. The Advisor is engaged in the business of
providing investment advice primarily to institutional investors.

The Advisor is also the investment manager for three other
registered open-end investment companies, The DFA Investment
Trust Company, Dimensional Emerging Markets Funds Inc. and
Dimensional Investment Group Inc. The Advisor also serves as
sub-advisor for certain other registered investment companies.
For additional information, please see "Management of the Fund"
in the Prospectuses and "Directors and Officers" in the
Statements of Additional Information of this Registration
Statement. Additional information as to the Advisor and the
directors and officers of the Advisor is included in the
Advisor's Form ADV filed with the Commission (File No.
801-16283), which is incorporated herein by reference and sets
forth the officers and directors of the Advisor and information
as to any business, profession, vocation or employment or a
substantial nature engaged in by those officers and directors
during the past two years.

(b) The Sub-Advisor for the VA International Small Portfolio of the
Registrant is Dimensional Fund Advisors Ltd. ("DFAL"). DFAL was
organized under the laws of England in 1990; its principal place
of business is 14 Berkeley Street, London W1X 5AD, England.

(c) The Sub-Advisor for the VA International Small Portfolio of the
Registrant is DFA Australia Limited ("DFA Australia"). DFA
Australia was organized under the laws of Delaware in 1993; its
principal place of business is Suite 4403 Gateway, 1 MacQuarie
Place, Sydney, New South Wales 2000, Australia.

-21-

<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS.
NAMES OF INVESTMENT COMPANIES FOR WHICH THE REGISTRANT'S PRINCIPAL
UNDERWRITER ALSO ACTS AS PRINCIPAL UNDERWRITER.
Not Applicable.

Registrant distributes its own shares. It has entered into an
agreement with DFA Securities Inc. dated March 31, 1989 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 was previously filed as Exhibit No. 6 to Registrant's
Registration Statement on Form N-1A and is subject to the requirements
of Section 15(b) of the Investment Company Act of 1940.

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.
Not applicable.

(1) Registrant undertakes to file a post-effective amendment, using
financial statements of the Emerging Markets Small Cap Portfolio,
which need not be certified, within four to six months from the
effective date of the Registration Statement which includes the
Emerging Markets Small Cap Portfolio.

(2) Registrant undertakes to file a post-effective amendment, using
financial statements of the U.S. 4-10 Value Portfolio, which need
not be certified, within four to six months from the effective
date of the Registration Statement which includes the U.S. 4-10
Value Portfolio.

(3) Registrant undertakes to file a post-effective amendment, using
financial statements of the Emerging Markets Value Portfolio,
which need not be certified within four to six months from the
effective date of the Registration Statement which includes the
Emerging Markets Value Portfolio.

(4) 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.

-22-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment No. 48/49 to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment No. 48/49 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 19th day of March, 1998.

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. 48/49 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 March 19, 1998
- ------------------------- Chairman-Chief
David G. Booth Executive Officer

Rex A. Sinquefield* Director and March 19, 1998
- ------------------------- Chairman-Chief
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial March 19, 1998
- ------------------------- Officer, Treasurer
Michael T. Scardina and Vice President

George M. Constantinides* Director March 19, 1998
- -------------------------
George M. Constantinides

John P. Gould* Director March 19, 1998
- -------------------------
John P. Gould

Roger G. Ibbotson* Director March 19, 1998
- -------------------------
Roger G. Ibbotson

Merton H. Miller* Director March 19, 1998
- -------------------------
Merton H. Miller

Myron S. Scholes* Director March 19, 1998
- -------------------------
Myron S. Scholes

* By: Catherine L. Newell
--------------------
Catherine L. Newell, attorney-in-fact pursuant to power-of-attorney.

-23-
<PAGE>

SIGNATURES

The DFA Investment Trust Company consents to the filing of this Amendment to the
Registration Statement of DFA Investment Dimensions Group Inc. which is signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Monica and State of California on the 19th day of March, 1998.

THE DFA INVESTMENT TRUST COMPANY

By: David G. Booth*
---------------------------------
David G. Booth
President

The undersigned Trustees and principal officers of The DFA Investment Trust
Company consent to the filing of this Amendment to the Registration Statement of
DFA Investment Dimensions Group Inc. on the dates indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Trustee and March 19, 1998
- ------------------------- Chairman-Chief
David G. Booth Executive Officer

Rex A. Sinquefield* Trustee and March 19, 1998
- ------------------------- Chairman-Chief
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial March 19, 1998
- ------------------------- Officer, Treasurer
Michael T. Scardina and Vice President

George M. Constantinides* Trustee March 19, 1998
- -------------------------
George M. Constantinides

John P. Gould* Trustee March 19, 1998
- -------------------------
John P. Gould

Roger G. Ibbotson* Trustee March 19, 1998
- -------------------------
Roger G. Ibbotson

Merton H. Miller* Trustee March 19, 1998
- -------------------------
Merton H. Miller

Myron S. Scholes* Trustee March 19, 1998
- -------------------------
Myron S. Scholes

* By: Catherine L. Newell
---------------------
Catherine L. Newell, attorney-in-fact pursuant to power-of-attorney.

-24-

<PAGE>

SIGNATURES

Dimensional Emerging Markets Fund Inc. consents to the filing of this Amendment
to the Registration Statement of DFA Investment Dimensions Group Inc. which is
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Monica and State of California on the 19th day of March, 1998.

DIMENSIONAL EMERGING MARKETS FUND INC.

By: David G. Booth*
-------------------------------
David G. Booth
President

The undersigned Directors and principal officers of DIMENSIONAL EMERGING MARKETS
FUND INC. consent to the filing of this Amendment to the Registration Statement
of DFA Investment Dimensions Group Inc. on the dates indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Director and March 19, 1998
- ------------------------- Chairman-Chief
David G. Booth Executive Officer

Rex A. Sinquefield* Director and March 19, 1998
- ------------------------- Chairman-Chief
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial
- ------------------------- Officer, Treasurer March 19, 1998
Michael T. Scardina and Vice President

George M. Constantinides* Director March 19, 1998
- -------------------------
George M. Constantinides

John P. Gould* Director March 19, 1998
- -------------------------
John P. Gould

Roger G. Ibbotson* Director March 19, 1998
- -------------------------
Roger G. Ibbotson

Merton H. Miller* Director March 19, 1998
- -------------------------
Merton H. Miller

Myron S. Scholes* Director March 19, 1998
- -------------------------
Myron S. Scholes

* By: Catherine L. Newell
----------------------
Catherine L. Newell, attorney-in-fact pursuant to power-of-attorney.

-25-

<PAGE>

EXHIBIT INDEX

Exhibit no. Description
- ----------- -----------

99(b((2) By-Laws of the Registrant, as approved through September 2,
1997

99(b)(5)(a)(1) Investment Advisory Contract ("Advisory Contract") Between
the Registrant and Dimensional Fund Advisors, Inc. ("DFA")
dated May 13, 1987, on behalf of the DFA Five-Year
Government Portfolio.

99(b)(5)(a)(2) Advisory Contract between the Registrant and DFA dated April
26, 1994, re: the DFA Global Fixed Income Portfolio.

99(b)(5)(a)(3) Form of Advisory Contract between the Registrant and DFA
dated September 24, 1990 on behalf of the DFA Intermediate
Government Fixed Income Portfolio.

99(b)(5)(a)(4) Form of Advisory Contract between the Registrant and DFA
dated April 2, 1991 on behalf of the Large Cap International
Portfolio.

99(b)(5)(a)(5) Form of Advisory Contract between the Registrant and DFA
dated December 21, 1992.

99(b)(5)(a)(6) Amendment to Investment Advisory Agreement on behalf of DFA
Real Estate Securities Portfolio dated September 21, 1992,
effective on December 20, 1996.

99(b)(5)(a)(7) Form of Advisory Contract between the Registrant and DFA
dated December 20, 1994 on behalf of the DFA International
Small Cap Value Portfolio.

99(b)(6)(a) Underwriting Distribution Contract between the Registrant
and DFA Securities Inc.

99(b)(8)(d) Form of Custodian Agreement ("Custodian Agreement") between
the Registrant and PNC Bank, N.A., re: 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 Fixed Income Portfolio and the DFA Five-Year
Government Portfolio.

99(b)(8)(d)(1) Amendment Number One to the Custodian Agreement.

99(b)(8)(d)(2) Amendment Number Two to the Custodian Agreement.

99(b)(8)(d)(3) Form of Amendment Number Three to the Custodian Agreement.

99(b)(8)(d)(5) Form of Amendment Number Five to the Custodian Agreement.

99(b)(9)(a) Transfer Agency Agreement between the Registrant and PFPC
Inc. (the "Transfer Agency Agreement").

<PAGE>

99(b)(9)(a)(1) Amendment Number One to the Transfer Agency Agreement.

99(b)(9)(a)(2) Amendment Number Two to the Transfer Agency Agreement.

99(b)(9)(a)(3) Form of Amendment Number Three to the Transfer Agency
Agreement.

99(b)(9)(a)(4) Form of Amendment Number Four to the Transfer Agency
Agreement.

99(b)(9)(a)(6) Form of Amendment Number Six to the Transfer Agency
Agreement.

99(b)(9)(a)(9) Form of Amendment Number Nine to the Transfer Agency
Agreement.

99(b)(9)(b) Administration and Accounting Services Agreement between the
Registrant and PFPC Inc. (the "Accounting Agreement")

99(b)(9)(b)(1) Amendment Number One to the Accounting Agreement.

99(b)(9)(b)(2) Amendment Number Two to the Accounting Agreement.

99(b)(9)(b)(3) Form of Amendment Number Three to the Accounting Agreement.

99(b)(9)(b)(4) Form of Amendment Number Four to the Accounting Agreement.

99(b)(9)(b)(6) Form of Amendment Number Six to the Accounting Agreement.

99(b)(9)(b)(9) Form of Amendment Number Nine to the Accounting Agreement.

<PAGE>

99(b)(9)(c)(1) Form of Administration Agreement between the Registrant and
DFA dated January 6, 1993 on behalf of the DFA One-Year
Fixed Income Portfolio.

99(b)(9)(c)(7) Form of Administration Agreement between the Registrant and
DFA dated January 6, 1993 re: the U.S. 6-10 Small Company
Portfolio.

99(b)(9)(c)(8) Form of Administration Agreement between the Registrant and
DFA dated January 6, 1993 re: the U.S. Large Cap Value
Portfolio.

99(b)(9)(c)(9) Form of Administration Agreement between the Registrant and
DFA dated January 6, 1993 re: the U.S. 6-10 Value
Portfolio.

99(b)(11) Consent of Coopers & Lybrand, L.L.P.

Financial Data Schedules dated November 30, 1997 relating to
the:

27.1 U.S. 9-10 Small Company Portfolio.
27.2 DFA One-Year Fixed Income Portfolio.
27.4 Japanese Small Company Portfolio.
27.5 United Kingdom Small Company Portfolio.
27.6 DFA Five-Year Government Portfolio.
27.8 Continental Small Company Portfolio.
27.9 U.S. Large Company Portfolio.
27.11 DFA Global Fixed Income Portfolio.
27.10 DFA Intermediate Government Fixed Income Portfolio.
27.13 Large Cap International Portfolio.
27.12 Pacific Rim Small Company Portfolio.
27.14 U.S. 6-10 Small Company Portfolio.
27.16 U.S. Large Cap Value Portfolio.
27.17 U.S. 6-10 Value Portfolio.
27.15 DFA Real Estate Securities Portfolio.
27.18 RWB/DFA International High Book-to-Market Portfolio.
27.19 Emerging Markets Portfolio.
27.22 DFA International Small Cap Value Portfolio.
27.20 VA Global Bond Portfolio.
27.21 VA Large Value Portfolio.
27.23 VA Small Value Portfolio.
27.26 VA International Value Portfolio.
27.25 VA International Small Portfolio.
27.24 VA Short-Term Fixed Portfolio.
27.27 Enhanced U.S. Large Company Portfolio.
27.28 DFA Two-Year Global Fixed Income Portfolio.
27.29 DFA Two-Year Corporate Fixed Income
27.30 DFA Two-Year Government Portfolio
27.31 International Small Company Portfolio.
27.32 Emerging Markets Small Cap Portfolio.

<PAGE>

(Approved through 9/2/97)

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, California.
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 of Stockholders 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;

<PAGE>

except if an order is granted by the Securities and Exchange Commission
exempting the Corporation from the operation of 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 of
Stockholders 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 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 percent of all the votes
entitled to be cast at such meeting.

SECTION 4. NOTICE. Not less than ten or more than 90 days before the
date of every Annual or Special Meeting of Stockholders, 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 of
Stockholders, 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 of the Meeting.

SECTION 5. RECORD DATE FOR MEETINGS. The Board of Directors may fix
in advance a date not more than 90 days, nor less than ten days, prior to the
date of any Annual or Special Meeting of 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 of
Stockholders 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 of Stockholders as provided in
Section 2 of this Article but not more than 90 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 transacted which might have been transacted at
the meeting as originally notified.

-2-
<PAGE>

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, 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 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 percent of the stock entitled to vote on such election or
matter.

-3-
<PAGE>

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.

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.

-4-
<PAGE>

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.

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 a 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 Committees 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, 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.

-5-

<PAGE>

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.

SECTION 2. WAIVER. Whenever any notice of the time, place or purpose
of any meeting of the stockholders, the Board of Directors or a 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 the Board of Directors or the 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

-6-
<PAGE>

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 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 of Directors 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, if any person has been elected
to such office by the Board of Directors and then holds such office, 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, the Board of Directors and
each Committee, 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.

-7-
<PAGE>

SECTION 10. TREASURER. The Treasurer, unless another officer of the
Corporation has been so designated, shall be the 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 controls and, in
cooperation with the independent public accountants selected by the Board of
Directors, 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 such Portfolio, less any liabilities attributable to such
Portfolio, by the total outstanding shares of such Portfolio. 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.

With respect to each Portfolio that pursues its investment
objectives by directly or indirectly investing substantially all of its assets
in fixed income securities (each a "Fixed Income Portfolio"), for purposes of
determining the net asset value per share of such Portfolio,

-8-
<PAGE>

(i) net asset value shall include interest on fixed income securities, which
shall be accrued daily, and (ii) 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. REDEMPTION EXPENSES. In the event that investment
securities must be liquidated in order to make redemption payments in cash, each
Portfolio that pursues its investment objective by directly or indirectly
investing substantially all of its assets in securities of foreign issuers (each
an "International Portfolio") may deduct from the proceeds of redemption the
costs associated with the liquidation of such investment securities, if the
intention to deduct such costs is disclosed in such International Portfolio's
Prospectus.

ARTICLE VII

FUNDAMENTAL POLICIES

SECTION 1. INVESTMENT LIMITATIONS. The following restrictions shall
apply to the Portfolios and may not be changed with respect to any Portfolio
without the approval of the lesser of (i) 67% or more of the shares entitled to
vote thereon present or represented by proxy 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 Real Estate Securities Portfolio,
although (i) 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 (ii) each Portfolio (except U.S. 9-10 and 6-10 Small Company,
DFA One-Year Fixed Income and DFA Five-Year Government Portfolios) may purchase
and sell financial futures contracts and options thereon;

(b) Make loans of cash, except by the purchase by a Fixed Income
Portfolio of privately issued obligations and except through the acquisition by
a Portfolio of bonds, debentures or other obligations (including repurchase
agreements) which are either publicly distributed or customarily purchased by
institutional investors;

(c) 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,
however, that this limitation (i) shall not apply to DFA Global Fixed Income
Portfolio and VA Global Bond Portfolio and (ii) applies to 100% of the total
assets of the U.S. 9-10 Small Company Portfolio;

-9-
<PAGE>

(d) Purchase or retain securities of an issuer if those officers and
directors of the Corporation or its investment adviser owning more than 1/2 of
1% of such securities together own more than 5% of such securities; provided
that the U.S. 4-10 Value Portfolio and Emerging Markets Value Portfolio are not
subject to this limitation;

(e) Borrow, provided that each Portfolio may borrow from banks as a
temporary measure for extraordinary or emergency purposes, including meeting
redemptions, amounts not exceeding 33% of a Portfolio's net assets and may
pledge not more than 33% of their net assets to secure such loans; provided that
the U.S. 9-10 Small Company, Japanese Small Company, DFA One-Year Fixed Income,
DFA Intermediate Government Fixed Income, DFA Five-Year Government and Emerging
Markets Value Portfolios, are limited to borrowing amounts not exceeding 5% of
their net assets from banks for extraordinary or emergency purposes;

(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; provided that the U.S. 4-10 Value Portfolio and
Emerging Markets Value Portfolio are not subject to this limitation;

(g) Invest more than 15% 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 (i) the U.S. 9-10 Small Company, U.S. Large
Company, Japanese Small Company, Pacific Rim Small Company, United Kingdom Small
Company, Continental Small Company, Large Cap International, DFA One-Year Fixed
Income, DFA Two-Year Global Fixed Income, DFA Global Fixed Income, DFA Five Year
Government and DFA Intermediate Government Fixed Income Portfolios may invest
not more than 10% of the value of their total assets in illiquid securities and
(ii) DFA Two-Year Global Fixed Income Portfolio, Enhanced U.S. Large Company
Portfolio, Emerging Markets Small Cap Portfolio, International Small Company
Portfolio, U.S. 4-10 Value Portfolio and Emerging Markets Value Portfolio are
not subject to this limitation;

(h) Engage in the business of underwriting securities issued by
others;

(i) Invest for the purpose of exercising control over management of
any company; provided that the U.S. 9-10 Small Company Portfolio and the U.S. 4-
10 Value Portfolio are not subject to this limitation;

(j) Invest its assets in securities of any investment company, except
in connection with a merger, acquisition of assets, consolidation or
reorganization, provided that (i) the DFA Real Estate Securities Portfolio may
invest in a real estate investment trust ("REIT") that is registered as an
investment company; (ii) each of the U.S. 4-10 Value, Enhanced U.S. Large
Company, Emerging Markets, Emerging Markets Small Cap, Emerging Markets Value
and International Small Company Portfolios may invest its assets in securities
of investment

-10-
<PAGE>

companies and units of such companies such as, but not limited to, S&P
Depository Receipts; and (iii) the U.S. 9-10 Small Company Portfolio is not
subject to this limitation.

(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
U.S. 9-10 Small Company, U.S. 4-10 Value, Emerging Markets Value and DFA Real
Estate Securities Portfolios, any Portfolio the shares of which are sold only
to insurance company separate accounts (each a "VA Portfolio"), and each
other Portfolio if so provided in the Corporation's registration statement
under the Investment Company Act of 1940;

(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, DFA Two-Year Global 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 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; provided that (i) the Enhanced U.S. Large Company
Portfolio may write or acquire options and (ii) the U.S. 4-10 Value Portfolio
and Emerging Markets Value Portfolio are not subject to these limitations;

(n) Purchase warrants, however each Portfolio may acquire warrants as
a result of corporate actions involving its holdings of other equity securities
if so provided in the Corporation's registration statement under the Investment
Company Act of 1940; provided that the U.S. 4-10 Value Portfolio and Emerging
Markets Value Portfolio are not subject to this limitation;

(o) Purchase securities on margin or sell short; provided that the
U.S. 4-10 Value Portfolio and Emerging Markets Value Portfolio are not subject
to the limitation on selling securities short; or

(p) Acquire more than 10% of the voting securities of any issuer;
provided that (i) this limitation applies only to 75% of the assets of the DFA
Real Estate Securities Portfolio, the Value Portfolios, Emerging Markets
Portfolio, Emerging Markets Small Cap Portfolio, DFA International Small Cap
Value Portfolio, Emerging Markets Value Portfolio, VA Small Value Portfolio, VA
Large Value Portfolio and VA International Value Portfolio and (ii) the U.S. 9-
10 Small Company Portfolio is not subject to this limitation.

The investment limitations described in (c), (g), (i), (j), (k), (l)
and (p) above shall not prohibit any Portfolio from investing all or
substantially all of its assets in another registered,

-11-
<PAGE>

open-end investment company or series thereof having the same investment
objectives as such Portfolio in accordance with its investment policy.

SECTION 2. Each of the Portfolios is authorized to lend its portfolio
securities to brokers, dealers and other institutional borrowers, provided that
a Portfolio shall not 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, or sale of
securities owned by any Portfolio 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

(d) The purchase for any Portfolio 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 for the Portfolio would be a violation of these By-Laws or the
Articles of Incorporation of the Corporation.

-12-
<PAGE>

ARTICLE IX

STOCK

SECTION 1. ISSUANCE WITHOUT CERTIFICATES; STOCK LEDGER. The issuance
of shares of stock in the Corporation shall be recorded by electronic or other
means without the issuance of certificates, provided that shares of stock in the
Corporation represented by certificates shall not be affected until such
certificates are surrendered to the Corporation. 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 2. LOST CERTIFICATES. If any stockholder alleges that such
stockholder's certificate or certificates for shares of stock in the Corporation
have been stolen, lost or destroyed, upon the making of an affidavit of that
fact by such stockholder or upon other satisfactory evidence of such loss or
destruction, the Board of Directors may direct that the Corporation's stock
ledger be marked to cancel such certificates and record the ownership of such
shares in accordance with Section 1 of this Article. When authorizing such
cancellation and recordation of ownership, the Board of Directors may, in its
discretion and as a condition precedent to such action, require the
stockholder, 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 to
indemnify the Corporation against any loss or claim that may be made by reason
of such action.

SECTION 3. REGISTERED STOCKHOLDERS. Except as otherwise provided by
laws of Maryland, the Corporation shall be entitled to (i) recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends and vote such shares and (ii) to hold such person liable for
calls and assessments with respect to such shares and the Corporation 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.

SECTION 4. 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.

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

-13-
<PAGE>

Investment Company Act of 1940 or the Internal Revenue Code of 1986, as amended
from time to time):

(a) Dividends on shares of a Portfolio may be reinvested in
additional shares of such Portfolio at the net asset value thereof as provided
in the Corporation's registration statement under the Investment Company Act of
1940.

(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 a goal of the
Corporation is for each Portfolio to qualify as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended, the Board of Directors
shall be entitled to rely upon 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.

-14-
<PAGE>

(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 Portfolio, as of a record date fixed as above provided, a
"stock dividend" of additional shares of such Portfolio, issuable 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 right to vote by proxy for any and all purposes and the right to
authorize any officer of the investment adviser or other delegate to execute
proxies.

SECTION 3. CLAIMS AGAINST PORTFOLIO ASSETS. In any loan agreement
by which funds are borrowed for a Portfolio and each related agreement to
pledge, mortgage or hypothecate any of the assets of such Portfolio, the
Corporation shall provide that such loan shall be repaid solely out of the
assets of such Portfolio and that, to the extent such loan may be secured only
by the assets of such Portfolio, 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.

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:

-15-
<PAGE>

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 meeting of
the Board of Directors, provided that the right of the Board of Directors to
amend and the amendment procedure meet the requirements of the Investment
Company Act of 1940, if any.

* * * * *

-16-

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 13th day of May 1987, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

1. DUTIES OF ADVISOR

The Fund employs the Advisor to manage the investment and reinvestment
of the assets of The DFA Five-Year Fixed Income Portfolio of the Fund (the
"Portfolio"), to continuously review, supervise and administer the Portfolio's
investment program, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Advisor's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Directors concerning the Advisor's discharge of the
foregoing responsibilities. The Advisor shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and applicable laws and
regulations. The Advisor accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Advisor determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member,

<PAGE>

broker or dealer, viewed in terms of that particular transaction or the
Advisor's overall responsibilities with respect to its accounts, including the
Fund, as to which it exercises investment discretion. The Advisor will properly
communicate to the officers and directors of the Fund such information relating
to transactions for the Portfolio as they may reasonably request.

3. COMPENSATION OF THE ADVISOR

For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor at the end of each month,
a fee equal to one-sixtieth (1/60) of one percent (1%) of the net assets of the
Portfolio (.20% annually). In the event that this Agreement is terminated at
other than a month-end, the fee for such month shall be prorated.

4. OTHER SERVICES

At the request of the Fund, the Advisor, in its discretion, may make
available to the fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Advisor and billed to the Fund at the Advisor's
cost and, where applicable, the cost thereof shall be apportioned among the
several Portfolios of the Fund proportionate to their respective utilization
thereof.

5. REPORTS

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

6. STATUS OF THE ADVISOR

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others so long as its services to the Fund or in
respect of the Portfolio, are not impaired thereby. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

7. LIABILITY OF ADVISOR

No provision of this Agreement shall be deemed to protect the Advisor
against any liability to the fund or its shareholders to which it might
otherwise be subject by reason of

-2-
<PAGE>

any willful misfeasance, bad faith or gross negligence in the performance of its
duties or the reckless disregard of its obligations under this Agreement.

8. PERMISSIBLE INTERESTS

Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the fund are or
may be interested in the Advisor (or any successor thereof) as directors,
officers or shareholders, or otherwise; directors, officers, agents and
shareholders of the Advisor are or may be interested in the Fund as directors,
officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such interrelationships shall be governed by said charters and the
provisions of the Investment Company Act of 1940.

9. DURATION AND TERMINATION

This Agreement shall become effective on May 12, 1987, and continue in
effect until December 22, 1987, and thereafter, only so long as such continuance
is approved at least annually by a vote of the Fund's Board of Directors,
including the vote of a majority of the directors who are not parties to such
Agreement or interested persons of any such party, cast in person, at a meeting
called for the purpose of voting such approval. In addition, the question of
continuance of the Agreement may be presented to the shareholders of the Fund;
in such event, such continuance shall be effected only if approved by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio.

(a) This Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Portfolio, on
sixty days' written notice to the Advisor,

(b) This Agreement shall automatically terminate in the event of
its assignment, and

Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office
of such party.

As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of a majority of the

-3-
<PAGE>

outstanding securities" shall have the respective meanings set forth in Section
2(a)(4), Section 2(a)(42) of the Investment Company Act of 1940 and rule 18f-2
thereunder.

10. 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on this 13th day of May, 1987.

DIMENSIONAL FUND ADVISORS INC. DFA INVESTMENT DIMENSIONS
GROUP INC.

By /s/ Rex A. Sinquefield By /s/ Kenneth I. Rosenblum
----------------------- --------------------------
Chairman President

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 26th day of April 1994, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

Duties of Advisor

The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of the DFA Global Bond Portfolio (the "Portfolio"),
to continuously review, supervise and administer the Portfolio's investment
program, to determine in its discretion the securities to be purchased or sold
and the portion of the Portfolio's assets to be uninvested, to provide the Fund
with records concerning the Advisor's activities which the Fund is required to
maintain, and to render regular reports to the Fund's officers and the Board of
Directors of the Fund,, all in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and applicable laws and
regulations. The Advisor accepts such employment 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 on the terms and for the
compensation provided herein.

Portfolio Transactions

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it

<PAGE>

exercises investment discretion. The Advisor will promptly communicate to the
officers and directors of the Fund such information relating to transactions for
the Portfolio as they may reasonably request.

Compensation of the Advisor

For the services to be rendered by the Advisor as provided in Section 1 of
this Agreement, the Fund shall pay to the Advisor, at the end of each month, a
fee equal to one-twelfth of .25 percent of the net assets of the Portfolio on
assets in the Portfolio up to $100 million and a fee equal to one-twelfth of .20
percent of the net assets of the Portfolio in excess of $100 million. In the
event that this Agreement is terminated at other than a month-end, the fee for
such month shall be prorated.

Other Services

At the request of the Fund, the Advisor, in its discretion, may make
available to the Fund office facilities', equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Advisor and billed to the Fund at the Advisor's
cost and, where applicable, the cost thereof shall be apportioned among the
several Portfolios of the Fund proportionate to their respective utilization
thereof.

Reports

The Fund and the Advisor agree to furnish to each other information with
regard to their respective affairs as each may reasonably request.

Status of the Advisor

The services of the Advisor to the Fund or in respect of the Portfolio, are
not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

Liability of Advisor

No provision of this Agreement shall be deemed to protect the Advisor
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.

-2-
<PAGE>

Permissible Interests

Subject to and in accordance with the charters of the Fund and the Advisor,
respectively, directors, officers, and shareholders of the Fund are or may be
interested in the Advisor (or any successor thereof) as directors, officers or
shareholders, or otherwise; directors, officers, agents and shareholders of the
Advisor are or may be interested in the Fund as directors, officers,
shareholders or otherwise; and the Advisor (or any successor) is or may be
interested in the Fund as a shareholder or otherwise and the effect of any such
interrelationships shall be governed by said charters and the provisions of the
Investment Company Act of 1940.

Duration and Termination

This Agreement shall become effective on April 26, 1994 (the "Effective
Date") and shall continue in effect until December 31, 1994, and thereafter,
only if such continuance is approved at least annually by a vote of the Fund's
Board of Directors, including the vote of a majority of the directors who are
not parties to this Agreement or interested persons of any such party, cast in
person, at a meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be presented to the
shareholders of the Fund; in such event, such continuance shall be effected only
if approved by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any penalty
either by vote of the Board of Directors of the Fund or by vote of the holders
of a majority of the outstanding voting securities of the Portfolio, on sixty
days written notice to the Advisor,

This Agreement shall automatically terminate in the event of its
assignment, and

This Agreement may be terminated by the Advisor after ninety days written
notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any office of such party.

As used in this section, the terms "assignment," "interested persons," and
a "vote of the holders of a majority of the outstanding securities" shall have
the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section
2(a)(42) of the Investment Company Act of 1940 and Rule 18f-2 thereunder.

-3-
<PAGE>

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.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 26th day of April, 1994.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
------------------------- ------------------------
Chairman-Chief President
Investment Officer

-4-

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 24th day of September, 1990, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

1. DUTIES OF ADVISOR

The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of The DFA Intermediate Government Bond Portfolio of
the Fund (the "Portfolio") , to continuously review, supervise and administer
the Portfolio's investment program, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be uninvested, to provide the Fund with records concerning the Advisor's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and the Board of Directors of the Fund, all in compliance
with the objectives, policies and limitations set forth in the Fund's prospectus
and applicable laws and regulations. The Advisor accepts such employment 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 on the terms and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
of dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Advisor will promptly communicate
to the officers and directors of the Fund such information relating to
transaction for the Portfolio as they may reasonably request.

<PAGE>

3. COMPENSATION OF THE ADVISOR

For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor at the end of each month,
a fee equal to one-twelfth of .15 percent of the net assets of the Portfolio.
In the event that this Agreement is terminated at other than a month-end, the
fee for such month shall be prorated.

4. OTHER SERVICES

At the request of the Fund, the Advisor, in its discretion may make
available to the fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Advisor and billed to the Fund at the Advisor's
cost and, where applicable, the cost thereof shall be apportioned among the
several Portfolios of the Fund proportionate to their respective utilization
thereof.

5. REPORTS

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

6. STATUS OF THE ADVISOR

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

7. LIABILITY OF ADVISOR

8. PERMISSIBLE INTERESTS

<PAGE>

Advisor are or may be interested in the Fund as directors, officers,
shareholders or otherwise; and the Advisor (or any successor) is or may be
interested in the Fund as a shareholder or otherwise and the effect of any such
interrelationships shall be governed by said charters and the provisions of the
Investment Company Act of 1940.

9. DURATION AND TERMINATION

This Agreement shall become effective on October 9, 1990 (the
"Effective Date") and shall continue in effect until December 22, 1990, and
thereafter, only if such continuance is approved at least annually by a vote of
the Fund's Board of Directors, including the vote of a majority of the directors
who are not parties to this Agreement or interested persons of any such party,
cast in person, at a meeting called for the purpose of voting such approval. In
addition the question of continuance of this Agreement may be presented to the
shareholders of the Fund; in such event, such continuance shall be effected only
if approved by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio.

(a) This Agreement may at any time be terminated without payment of
any penalty either by vote of the Board of Directors of the Fund or by vote of
the holders of a majority of the outstanding voting securities of the Portfolio,
on sixty days written notice to the Advisor,

(b) This Agreement shall automatically terminate in the event of its
assignment, and

Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.

As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.

<PAGE>

10. 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.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to
be executed the 24th day of September 1990.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By /s/ Rex A. Sinquefield By /s/ David G. Booth
---------------------------- ---------------------------
Chairman-Chief President
Investment Officer

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 2nd day of April, 1991, by and between DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation (the "Advisor").

Duties of Advisor

The Fund hereby employs the Advisor to 'manage the investment and
reinvestment of the assets of The Large Cap International Portfolio of the Fund
(the "Portfolio"), to continuously review, supervise and administer the
Portfolio's investment program, to determine in its discretion the securities to
be purchased or sold and the portion of the Portfolio's assets to be uninvested,
to provide the Fund with records concerning the Advisor's activities which the
Fund is required to maintain, and to render regular reports to the Fund's
officers and the Board of Directors of the Fund, all in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. The Advisor accepts such employment 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 on the
terms and for the compensation provided herein.

Portfolio Transactions

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Advisor will promptly communicate
to the officers and directors of the Fund such information relating to
transactions for the Portfolio as they may reasonably request.

<PAGE>

Compensation of the Advisor

For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor, at the end of each
month, a fee equal to one-twelfth of .25 percent of the net assets of the
Portfolio. In the event that this Agreement is terminated at other than a
month-end, the fee for such month shall be prorated.

Other Services

At the request of the Fund, the Advisor, in its discretion, may make
available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Advisor and billed to the Fund at the Advisor's
cost and, where applicable, the cost thereof shall be apportioned among the
several Portfolios of the Fund proportionate to their respective utilization
thereof.

Reports

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

Status of the Advisor

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

Liability of Advisor

Permissible Interests

<PAGE>

officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such interrelationships shall be governed by said charters and the
provisions of the Investment Company Act of 1940.

Duration and Termination

This Agreement shall become effective on April 1991 (the "Effective
Date") and shall continue in effect until December G31, 1991, and thereafter,
only if such continuance is approved at least annually by a vote of the Fund's
Board of Directors, including the vote of a majority of the directors who are
not parties to this Agreement or interested persons of any such party, cast in
person, at a meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be presented to the
shareholders of the Fund; in such event, such continuance shall be effected only
if approved by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor,

This Agreement shall automatically terminate in the event of its
assignment, and

This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.

<PAGE>

Severability

If any provision of this Agreement shall be held or invalid by a court
decision, statute, rule or otherwise, remainder of this Agreement shall not be
affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 2nd day of April, 1991.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
------------------------------- --------------------------
Chairman-Chief President
Investment Officer

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 21st day of December, 1992, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

Duties of Advisor

The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of The DFA Real Estate Securities Portfolio of the
Fund (the "Portfolio") , to continuously review, supervise and administer the
Portfolio's investment program, to determine in its discretion the securities to
be purchased or sold and the portion of the Portfolio's assets to be uninvested,
to provide the Fund with records concerning the Advisor's activities which the
Fund is required to maintain, and to render regular reports to the Fund's
officers and the Board of Directors of the Fund, all in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. The Advisor accepts such employment 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 on the
terms and for the compensation provided herein.

Portfolio Transactions

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities f or the Portfolio and
is directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission f or
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Advisor will promptly communicate
to the officers and directors of the Fund such information relating to
transactions for the Portfolio as they may reasonably request.

<PAGE>

Compensation of the Advisor

For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor, at the end of each
month, a fee equal to one-twelfth of .325 percent of the net assets of the
Portfolio. In the event that this Agreement is terminated at other than a
month-end, the fee for such month shall be prorated.

Other Services

Reports

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

Status of the Advisor

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

Liability of Advisor

Permissible Interests

Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the Fund are or
may be interested in the Advisor

2
<PAGE>

(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Advisor are or may be
interested in the Fund as directors, officers, shareholders or otherwise; and
the Advisor (or any successor) is or may be interested in the Fund as a
shareholder or otherwise and the effect of any such interrelationships shall be
governed by said charters and the provisions of the Investment Company Act of
1940.

Duration and Termination

This Agreement shall become effective on September 21, 1992 (the
"Effective Date") and shall continue in effect until December 31, 1992, and
thereafter, only if such continuance is approved at least annually by a vote of
the Fund's Board of Directors,, including the vote of a majority of the
directors who are not parties to this Agreement or interested persons of any
such party, cast in person, at a meeting called for the purpose of voting such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the Fund; in such event, such continuance shall
be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor,

This Agreement shall automatically terminate in the event of its
assignment, and

This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.

As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2 (a) (4), Section 2 (a) (19),
Section 2 (a) (42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.

Severability

If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the

3
<PAGE>

remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 21st day of September, 1992.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
-------------------------------- ---------------------------
Chairman-Chief President
Investment Officer

4
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

This Amendment (the "Amendment") to the Investment Advisory Agreement by
and between DFA INVESTMENT DIMENSIONS GROUP INC. (the "Fund") and DIMENSIONAL
FUND ADVISORS INC. (the "Advisor") dated September 21, 1992 (the "Agreement")
shall be effective on December 20, 1996 or such later date which is the
effective date of Post-Effective Amendment No. 43 to the Registration Statement
for the Fund.

NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:

The first sentence Section 3 of the Agreement entitled "Compensation of the
Advisor" is amended to read in its entirety as follows: "FOR THE SERVICES TO BE
RENDERED BY THE ADVISOR AS PROVIDED IN SECTION 1 OF THIS AGREEMENT, THE FUND
SHALL PAY TO THE ADVISOR, AT THE END OF EACH MONTH, A FEE EQUAL TO ONE-TWELFTH
OF 0.30 PERCENT OF THE AVERAGE NET ASSETS OF THE PORTFOLIO."

Except as expressly amended hereby, the provisions of the Agreement
shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
executed this 18th day of October, 1996.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
--------------------------------------- -----------------------------
Name: Rex A. Sinquefield Name: David G. Booth
Title: Chairman, Chief Investment Officer Title: President

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 20th day of December, 1994, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

Duties of Advisor

The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of The DFA International Small Cap Value Portfolio
(the "Portfolio"), to continuously review, supervise and administer the
Portfolio's investment program, to determine in its discretion the securities to
be purchased or sold and the portion of the Portfolio's assets to be uninvested,
to provide the Fund with records concerning the Advisor's activities which the
Fund is required to maintain, and to render regular reports to the Fund's
officers and the Board of Directors of the Fund, all in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. The Advisor accepts such employment 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 on the
terms and for the compensation provided herein.

Portfolio Transactions

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it

<PAGE>

Compensation of the Advisor

For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor, at the end of each
month, a fee equal to one-twelfth of .65 percent of the net assets of the
Portfolio. In the event that this Agreement is terminated at other than a
month-end, the fee for such month shall be prorated.

Other Services

Reports

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

Status of the Advisor

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

Liability of Advisor

<PAGE>

Permissible Interests

Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the Fund are or
may be interested in the Advisor (or any successor thereof) as directors,
officers or shareholders, or otherwise; directors, officers, agents and
shareholders of the Advisor are or may be interested in the Fund as directors,
officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such interrelationships shall be governed by said charters and the
provisions of the Investment Company Act of 1940.

Duration and Termination

This Agreement shall become effective on December 20, 1994 (the
"Effective Date") and shall continue in effect until December 31, 1994, and
thereafter, only if such continuance is approved at least annually by a vote of
the Fund's Board of Directors, including the vote of a majority of the directors
who are not parties to this Agreement or interested persons of any such party,
cast in person, at a meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be presented to the
shareholders of the Fund; in such event, such continuance shall be effected only
if approved by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor,

This Agreement shall automatically terminate in the event of its
assignment, and

This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.

As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule l8f-2
thereunder.

<PAGE>

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.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 20th day of December, 1994.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
------------------------------- --------------------------
Chairman-Chief President
Investment Officer

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 20th day of December, 1994 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund")
and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").

Duties of Advisor

The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of The DFA International Small Cap Value Portfolio
(the "Portfolio"), to continuously review, supervise and administer the
Portfolio's investment program, to determine in its discretion the securities to
be purchased or sold and the portion of the Portfolio's assets to be uninvested
to provide the Fund with records concerning the Advisor's activities which the
Fund is required to maintain, and to render regular reports to the Fund's
officers and the Board of Directors of the Fund, all in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus and
applicable laws and regulations. The Advisor accepts such employment 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 on the
terms and for the compensation provided herein.

Portfolio Transactions

The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it
<PAGE>

Compensation of the Advisor

Other services

Reports

The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.

Status of the Advisor

The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.

Liability of Advisor

<PAGE>

Permissible Interests

Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the Fund are or
may be interested in the Advisor (or any successor thereof) as directors,
officers or shareholders, or otherwise; directors, officers, agents and
shareholders of the Advisor are or may be interested in the Fund as directors,
officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such interrelationships shall be governed by said charters and the
provisions of the Investment Company Act of 1940.

Duration and Termination

This Agreement shall become effective on December 20, 1994 (the
"Effective Date") and shall continue in effect until December 31, 1994, and
thereafter, only if such continuance is approved at least annually by a vote of
the Fund's Board of Directors, including the vote of a majority of the
directors who are not parties to this Agreement or interested persons of any
such party, cast in person, at a meeting called for the purpose of voting such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the Fund; in such event, such continuance shall
be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor,

This Agreement shall automatically terminate in the event of its
assignment, and

This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.

As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.
<PAGE>

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.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 20th day of December, 1994.

DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
--------------------------- -------------------------
Chairman-Chief President
Investment Officer

<PAGE>

DISTRIBUTION AGREEMENT

Agreement made this 23rd day of November, 1985, between DFA Investment
Dimensions Group Inc. (the "Fund"), a Maryland corporation and DFA Securities
Inc., an Illinois corporation ("DFA Securities").

In consideration of the mutual promises and undertakings herein contained,
and intending to be legally bound, the parties agree as follows:

(1) The Fund hereby authorizes DFA Securities to supervise the sale of
common stock issued by the Fund pursuant to the Registration Statement filed by
the Fund with the U.S. Securities and Exchange Commission on Form N-1
(Registration No. 2-73948), as amended from time to time, during the term of
this Agreement.

(2) Sales of Fund shares shall be effected in the manner provided for in
the then current prospectuses of the Fund and in the account registration forms
provided by the Fund to DFA Securities.

(3) In carrying out its responsibilities under Sections 1 and 4 of this
Agreement, DFA Securities shall be governed by the Plan of Distribution adopted
by the Fund under Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), and shall employ its best efforts to ensure that
persons engaged as Regional Directors and Regional Representatives of DFA
Securities and Dimensional Fund Advisors Inc. ("DFA") comply with applicable
Federal and State regulatory requirements regarding the sale of securities, and
with Sections 26(f) and (g) of the Rules of Fair Practice-of the National
Association of Securities Dealers, Inc. ("NASD").

(4) DFA Securities will utilize its best efforts to encourage and promote
the sale of Fund shares in the manner provided by the Plan of Distribution of
the Fund and, to this end, is authorized, together with DFA, to execute, deliver
and perform in accordance with service agreements in the form attached hereto as
Exhibit A with persons who are, in DFA Securities' judgment, qualified to sell
shares of the Fund. DFA Securities, at its own expense or the expense of DFA,
may provide such persons with research and resource material as may be
reasonably necessary or desirable to promote the sale of Fund shares. Any such
material which refers to the Fund shall be approved in writing by an executive
officer of the Fund prior to dissemination. The Fund, at its own expense, shall
provide DFA Securities with copies of such reports and other material sent by
the Fund to its own stockholders as DFA Securities may reasonably request.

(5) The Fund shall be responsible for, and shall bear the cost of,
registration of Fund shares under applicable Federal and State securities laws.
DFA Securities shall be responsible for, and shall bear the cost of, its own
registration as a securities dealer under Federal and State law and of its
membership in the NASD.

(6) This Agreement shall become effective on the effective date of post-
effective amendment Number 8 to the Securities Act Registration Statement of the
Fund, provided that prior to such date this Agreement has been approved by a
vote of a majority of the Directors of the Fund, cast in person, including a
majority of those directors who are not parties to this Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on such
approval, and shall continue in effect until December 22, 1986, and may be
continued thereafter for consecutive terms each of one year, provided that any
such continuance is approved in the manner provided above.

(7) This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon sixty
days' written notice.

(8) The terms "Person", "interested person" and "assignment" shall have
the meanings ascribed thereto, respectively, under the 1940 Act.

<PAGE>

(9) Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Fund, at 1299 Ocean Avenue, Suite 650, Santa Monica, California 90401, and if to
DFA Securities, at 1299 Ocean Avenue, Suite 650, Santa Monica, California 90401.

IN WITNESS-WHEREOF, the Fund and DFA Securities have caused this Agreement
to be executed, and their corporate seals affixed hereto, by their respective
officers thereunto duly authorized, as of the day and year above written.

DFA INVESTMENT DIMENSIONS GROUP INC.

(Corporate Seal) By Kenneth Rosenblum, President
----------------------------

DFA SECURITIES INC.
(Corporate Seal)
By Rex A. Sinquefield
------------------

<PAGE>

A10045
07/10/89
CUSTODIAN AGREEMENT

THIS AGREEMENT is made as of June 19, 1989 by and between DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and PROVIDENT
NATIONAL BANK, a national banking association ("Provident").

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund desires to retain Provident to serve as the Fund's
custodian and Provident is willing to serve as the Fund's custodian;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints Provident to act as custodian
of the portfolio securities, cash and other property belonging to the following
classes of shares: The U.S. 9-10 Small Company Portfolio, The DFA One-Year Fixed
Income Portfolio, The DFA Five-Year Fixed Income Portfolio and The DFA Five Year
Government Portfolio (hereinafter the "Covered Portfolios") of the Fund for the
period and on the terms set forth in this Agreement. Provident accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 21 of this Agreement.. The Fund may
from time to time issue additional portfolios and, in such event, the provisions
of this Agreement shall apply to such portfolios as may be mutually agreed by
the Fund and Provident. Provident shall identify to each Covered Portfolio the
property and liabilities belonging to such Portfolio and in such actions,
records, reports, confirmations, accounts and notices to the Fund called for
under this Agreement shall identify the portfolio to which such actions, record,
account, report, confirmation or notice pertains.

2. DELIVERY OF DOCUMENTS. The Fund has furnished Provident with copies
properly certified or authenticated of each of the following:

(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of Provident as custodian of the portfolio securities, cash and
other property belonging to the Fund as provided herein and approving this
Agreement;

(b) Appendix A identifying and containing the signatures of the
Fund's officers and/or other persons authorized to issue Oral Instructions
and to sign Written Instructions, as hereinafter defined, on behalf of the
Fund;

<PAGE>

(c) The Fund's Articles of Incorporation filed with the Department
of Assessments and Taxation of the State of Maryland on June 15, 1981 and all
amendments thereto (such Articles of Incorporation, as presently-in effect
and as they shall from time to time be amended' are herein called the
"Charter");

(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");

(e) The current Investment Advisory Agreements between Dimensional
Fund Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreement");

(f) The Distribution Agreement between the Fund and DFA Securities
Inc. (the "Distribution Agreement");

(g) The Transfer Agency Agreement between Provident Financial
Processing Corporation (the "Transfer Agent") and the Fund dated as of June 19,
1989 (the "Transfer Agency Agreement");

(h) The Administration and Accounting Services Agreement between
Provident Financial Processing Corporation and the Fund dated as of June 19,
1989 (the "Accounting Services Agreement");

(i) The current Sub-Advisory Agreements with Dimensional Asset
Management Ltd. and The Nomura Securities Investment Trust Management Co. Ltd.
(the "Sub-Advisory Agreements");

(j) The Fund's most recent Registration Statement on Form N-1A under
the Securities Act of 1933, as amended ("the 1933 Act") (File No. 2-73948) and
under the 1940 Act as filed with the SEC on February 1, 1989 relating to shares
of the Fund's Common Stock, $.01 par value ("Shares"), and all amendments
thereto; and

(k) The Fund's most recent prospectus or prospectuses and Statements
of Additional Information relating to Shares (such prospectus or prospectuses
and Statements of Additional Information, as presently in effect and all
amendments and supplements thereto are herein called the "Prospectus"). The
Fund will furnish Provident from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, if any.

3. DEFINITIONS.

(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any of the officers of the Fund and any other person,
whether or not any such person is an officer or employee of the Fund, duly
authorized by the Board of Directors of the Fund to give Oral and Written
Instructions on behalf of the Fund and listed on the Certificate annexed hereto
as Appendix A or any amendment thereto as may be received by Provident from time
to time.

<PAGE>

(b) "BOOK-ENTRY SYSTEM". As used in this Agreement, the term "Book-
Entry System" means the Federal Reserve Treasury book-entry system for United
States and federal agency securities, its successor or successors and its
nominee or nominees and any book-entry system maintained by a clearing agency
registered with the SEC under Section 17A of the Securities Exchange Act of 1934
(the "1934 Act").

(c) "ORAL INSTRUCTIONS". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by Provident from an
Authorized Person or from a person reasonably believed by Provident to be an
Authorized Person. The Fund agrees to deliver to Provident, at the time and in
the manner specified in Paragraph 8(b) of this Agreement, Written Instructions
confirming Oral Instructions.

(d) "PROPERTY". The term "Property", as used in this Agreement,
means:

(i) any and all securities, forward currency contracts,
exchange listed financial futures contracts and other property which the Fund
may from time to time deposit, or cause to be deposited, with Provident or which
Provident may from time to time hold for the Fund;

(ii) all income in respect of any of such securities, forward
currency contracts, exchange listed financial futures contracts or other
property;

(iii) all proceeds of the sale of any of such securities, forward
currency contracts, exchange listed financial futures contracts or other
property; and

(iv) all proceeds of the sale of securities issued by the Fund,
which are received by Provident from time to time from or on behalf of the Fund.

(e) PFPC. As used in this Agreement, "PFPC" means Provident
Financial Processing Corporation.

(f) "WRITTEN INSTRUCTIONS". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by
Provident and signed by an Authorized Person. Written Instructions include
electronic transmissions properly originated and confirmed by the Fund.

(g) AFFILIATE. As used herein, "Affiliate" means any company that
controls, is controlled by or is under common control with Provident.

4. DELIVERY AND REGISTRATION OF THE PROPERTY. The Fund will deliver or
cause to be delivered to Provident all securities and all moneys owned by the
Covered Portfolios, including cash or securities received for the issuance of
their Shares, at any time during the period of this Agreement. Provident will
not be responsible for such securities and such moneys until actually received
by it. All securities delivered to Provident (other than in bearer form) shall
be registered in the name of the Fund or in the name of a nominee of the Fund or
in the name of any nominee of Provident (with or without indication of fiduciary
status), or in the name of any sub-custodian or any nominee of any such sub-
custodian appointed pursuant to Paragraph 6 hereof or shall be properly endorsed
and in form for transfer satisfactory to Provident.

<PAGE>

5. RECEIPT AND DISBURSEMENT OF MONEY.

(a) Provident shall open and maintain a separate custodial account or
accounts in the name of each Covered Portfolio subject only to draft or order by
Provident acting pursuant to the terms of this Agreement, and shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of such Portfolios. Provident shall make payments of
cash to, or for the account of, such Portfolios from such cash only (i) for the
purchase of securities as provided in Paragraph 13 hereof; (ii) upon receipt of
Written Instructions, for the payment of interest, dividends, distributions,
taxes, administration, accounting, advisory or management fees or expenses which
are to be borne by such Portfolios under the terms of this Agreement, the
Advisory Agreements, the Administration and Accounting Services Agreement, and
the Transfer Agency Agreement; (iii) upon receipt of Written Instructions, for
payments in connection with the conversion, exchange or surrender of securities
owned or subscribed to by such Portfolios and held by or to be delivered to
Provident; (iv) to a sub-custodian pursuant to Paragraph 6 hereof; (v) for the
redemption of such Portfolios' Shares pursuant to the procedures set forth in
the Fund's prospectus dated April 1, 1989 or Written Instructions amending such
procedures; (vi) for payment of the amount of dividends received in respect of
securities sold short; or (vii) upon receipt of Written Instructions, for other
Fund purposes. No payment pursuant to (i) above shall be made unless Provident
has received a copy of the broker's or dealer's confirmation or the payee's
invoice, as appropriate, and as provided in Paragraph 13 hereof.

(b) Provident is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
account of the Covered Portfolios.

6. RECEIPT OF SECURITIES.

(a) Except as provided by Paragraph 7 hereof, Provident shall hold
and physically segregate in a separate account, identifiable at all times from
those of any other persons, firms, or corporations, all securities and other
property received by it for the account of the Covered Portfolios. All such
securities and other property shall be held or disposed of by Provident for the
Fund pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution of the Fund's Board of
Directors authorizing the transaction, Provident shall have no power or
authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose
of any such securities and investments except in accordance with the express
terms provided for in this Agreement. In no case may any Director, officer,
employee or agent of the Fund withdraw any securities upon their mere receipt.
In connection with its customary and normal ties under this Paragraph 6,
Provident may, at its own expense, enter into sub-custodian agreements with
other banks or trust companies for the receipt of certain securities and cash to
be held by Provident for the account of the Covered Portfolio's pursuant to this
Agreement; provided that each such bank or trust company has an aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than one million dollars ($1,000,000) for a Provident subsidiary or

<PAGE>

affiliate, or of not less than twenty million dollars ($20,000,000) if such bank
or trust company is not a Provident subsidiary or affiliate and that in either
case such bank or trust company agrees with Provident to comply with all
relevant provisions of the 1940 Act and applicable rules and regulations
thereunder. Provident shall remain responsible for the performance of all of
its duties under this Agreement and shall indemnify and hold the Fund harmless
from the acts and omissions, under the standard of care provided for herein, of
any bank or trust company that it might choose pursuant to this Paragraph 6.
Provident shall notify the Fund in the event that it appoints a sub-custodian
hereunder and shall provide the Fund with such information in respect thereof as
the Fund may reasonably request.

(b) Where securities are transferred to or from an account of a
Covered Portfolio established pursuant to Paragraph 7 hereof, Provident shall
promptly after the close of business each day, by book-entry or otherwise,
identify on its own records as belonging to such Portfolio the quantity of
securities in a fungible bulk of securities registered in the name of 'Provident
(or its nominee) and deposited in Provident's account on the books of the Book-
Entry System. On the following business day, Provident shall furnish PFPC with
confirmations and a summary on a per portfolio basis, of all transfers to or
from the account of the Covered Portfolios. At least monthly and from time to
time, Provident shall furnish the Fund and PFPC with a detailed statement of the
Property held for the Covered Portfolios under this Agreement.

7. USE OF BOOK-ENTRY SYSTEM. The Fund shall deliver to Provident
certified resolutions of the Board of Directors of the Fund approving,
authorizing and instructing Provident on a continuous and on-going basis until
instructed to the contrary by Oral or Written Instructions actually received by
Provident (a) to deposit in the Book-Entry System all securities belonging to
the Covered Portfolios eligible for deposit therein and (b) to utilize the Book-
Entry System to the extent possible in connection with settlements of purchases
and sales of securities by the Covered Portfolios, and deliveries and returns of
securities loaned, subject to repurchase agreements or used as collateral in
connection with borrowings. Without limiting the generality of such use, it is
agreed that the following provisions shall apply thereto:

(a) Securities and any cash of the Covered Portfolios deposited in
the Book-Entry System will at all times be segregated from any assets and
cash controlled by Provident in other than a fiduciary or custodian capacity
but may be commingled with other assets held in such capacities. Provident
and its sub-custodian, if any, will pay out money only upon receipt of
securities and will deliver securities only upon the receipt of money.

(b) All books and records maintained by Provident which relate to the
Fund's participation in the Book-Entry System will at all times during
Provident's regular business hours be open to the inspection of the Fund's duly
authorized employees, designees and agents, and the Fund will be furnished with
all information in respect of the services rendered to it as it may require.

<PAGE>

(c) Provident will provide the Fund with copies of any report
obtained by Provident on the system of internal accounting control of the Book-
Entry System promptly after receipt of such a report by Provident. Provident
will also provide the Fund with such reports on its own system of internal
control as the Fund may reasonably request from time to time.

(d) In the event that any securities transaction for a Covered
Portfolio fails to settle in accordance with Instructions received by Provident,
Provident shall promptly so notify PFPC and Provident shall use its best efforts
to settle or cause to be settled 8uch transactions in accordance with such
Instructions.

8. INSTRUCTIONS CONSISTENT WITH CHARTER ETC.

(a) Unless otherwise provided in this Agreement, Provident shall act
only upon Oral and Written Instructions. Although Provident may know of the
provisions of the Charter and By-Laws of the Fund, Provident may assume that any
Oral or Written Instructions received hereunder are not in any way inconsistent
with any provisions of such Charter or By-Laws or any vote, resolution or
proceeding of the Shareholders, or of the Board of Directors, or of any
committee thereof.

(b) Provident shall be entitled to rely upon any Oral Instructions
and any Written Instructions actually received by Provident pursuant to this
Agreement. The Fund agrees to forward or request PFPC to forward to Provident
Written Instructions confirming Oral Instructions in such manner that t Written
Instructions are received by Provident by the close of business of the same day
that such Oral Instructions are giver Provident. The Fund agrees that the fact
that such confirming Written Instructions are not received by Provident shall in
1 way affect the validity of the transactions or enforceability the transactions
authorized by the Fund by giving Oral Instructions. The Fund agrees that
Provident shall incur r liability to the Fund in acting in good faith upon Oral
Instructions given to Provident hereunder concerning such transactions provided
such instructions reasonably appear been received from an Authorized Person,
provided, however, Provident shall not be so protected if such Oral or Written
Instructions were received from an Affiliate who has acted negligently, unless
such an Affiliate has received and transmitted erroneous instructions received
from an Authorized Person who is not an Affiliate.

9. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, Provident is authorized to, and shall take, as necessary,
the following actions:

(a) COLLECTION OF INCOME AND OTHER PAYMENTS.

Provident shall:

(i) collect and receive for the account of the Covered
Portfolios, all income and other payments and distributions, including (without
limitation) stock dividends, rights, bond coupons, option premiums and similar
items, included or to be included in the Property, and promptly advise the Fund
and PFPC of such receipt and shall credit such income, as collected, to the
Fund's custodian account;

<PAGE>

(ii) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment of money on the same day
as received;

(iii) receive and hold for the account of the Covered Portfolios
all securities received as a distribution on such Portfolios' securities as a
result of a stock dividend, share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of rights or similar
securities issued with respect to any portfolio securities belonging to the
Covered Portfolios held by Provident hereunder;

(iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable on the date such securities become payable; and

(v) take any action which may be necessary and proper in
connection with the collection and receipt of such income and other payments and
the endorsement for collection of checks, drafts, and other negotiable
instruments as described in Paragraph 24 of this Agreement.

(b) MISCELLANEOUS TRANSACTIONS. Provident IS authorized to deliver
or cause to be delivered Property against payment or other consideration or
written receipt therefor in the following cases:

(i) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;

(ii) for the exchange of interim receipts or temporary
securities for definitive securities; and

(iii) for transfer of securities into the name of the Fund or
Provident or nominee of either, or for exchange of securities for a different
number of bonds, certificates, or other evidence, representing the same
aggregate face amount or number of units bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such case, the
new securities are to be delivered to Provident.

10. TRANSACTIONS. Upon receipt of Oral or Written Instructions and not
otherwise, Provident, directly or through the use of the Book-Entry System,
shall:

(a) execute and deliver to such persons as may be designated in, and
in accordance with, such Oral or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority of the Fund as
owner of any securities may be exercised;

(b) deliver any securities held for the Covered Portfolios against
receipt of other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;

(c) deliver any securities held for the Covered Portfolios to any
protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold under the terms of this
Agreement such

<PAGE>

certificates of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;

(d) make such transfers or exchanges of the assets of the Covered
Portfolios and take such other steps as shall be stated in said Oral or Written
Instructions to, be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization of the
Fund;

<PAGE>

(e) release securities belonging to the Covered Portfolios to any
bank or trust company for the purpose of pledge or hypothecation to secure any
loan incurred by the Covered Portfolios; provided, however, that securities
shall be released only upon payment to Provident of the monies borrowed, except
that in cases where additional collateral is required to secure a borrowing
already made, subject to proper prior authorization, further securities may be
released for that purpose; and repay such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon surrender of the note or
notes evidencing the loan;

(f) release and deliver securities owned by the Covered Portfolios in
connection with any repurchase agreement entered into on behalf of the Fund, but
only on receipt of payment therefor; and pay out moneys of the Fund in
connection with such repurchase agreements, but only upon the delivery of the
securities; and

(g) otherwise receive, transfer, exchange (including exchanges of
Shares of the Covered Portfolios for securities and redemption of Shares of the
Covered Portfolios in securities owned by the Covered Portfolios), lend or
deliver securities in accordance with Oral or Written Instructions.

11. SEGREGATED ACCOUNTS.

(a) In the event that the Covered Portfolios engage in transactions
involving forward currency contracts, exchange listed financial futures
contracts or options thereon, or buy, sell or write options on securities,
Provident shall, upon receipt of Written or Oral Instructions, establish and
maintain a segregated account or accounts on its records for and on behalf of
such Covered Portfolios, into which account or accounts may be transferred cash
and/or securities, including securities in the Book-Entry System (i) for the
purposes of compliance BY the Fund with the procedures required BY A securities
or options exchange or futures commissions merchant and (ii) shall establish
other segregated accounts for other proper purposes hereunder in accordance with
Written or Oral Instructions.

(b)(i) Promptly after each loan of securities specifically allocated
to a Covered Portfolio held by Provident hereunder, the Fund shall deliver or
cause to be delivered Provident Written Instructions specifying with respect to
such loan: (a) the Covered Portfolio to which the loaned securities are
specifically allocated; (b) the name of the issuer and the title of the
securities, (c) the number of shares principal amount loaned, (d) the date of
the loan and delivery, (e) the total amount to be delivered to Provident against
the loan of the securities, including the amount of cash collateral and the
premium, if any, separately identified, and (f) the name of the broker, dealer,
or financial institution to which the loan was made. Provident shall deliver
the securities thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount designated as to be
delivered against the loan of securities. Provident may accept payment in
connection with a delivery otherwise than through the Book-Entry System only in
the form of a certified or bank cashier's check payable to the order of the Fund
or

<PAGE>

Provident drawn on New York Clearing House funds and may deliver securities in
accordance with the customs prevailing among dealers in securities.

(ii) Promptly after each termination of the loan of
securities by the Fund, the Fund shall deliver or cause to be delivered to
Provident Written Instructions specifying with respect to each such loan
termination and return of securities; (a) the Covered Portfolio to which the
loaned securities are specifically allocated; (b) the name of the issuer and the
title of the securities to be returned, (c) the number of shares or the
principal amount to be returned, (d) the date of termination, (e) the total
amount to be delivered by Provident (including the cash collateral for such
securities minus any offsetting credits as described in said Written
Instructions), and (f) the name of the broker, dealer, or financial institution
from which the securities will be returned. Provident shall receive all
securities returned from the broker, dealer, or financial institution to which
such securities were loaned and upon receipt thereof shall pay, out of the
moneys held for the account of the Fund, the total amount payable upon such
return of securities as set forth in the Written Instructions.

12. DIVIDENDS AND DISTRIBUTIONS. The Fund itself or through PFPC shall
furnish Provident with appropriate evidence of action by the Fund's Board of
Directors declaring and authorizing the payment of any dividends and
distributions in respect of the Covered Portfolios. Upon receipt by Provident
of Written Instructions with respect to dividends and distributions declared by
the Fund's Board of Directors and payable to Shareholders who have elected in
the proper manner to receive their distributions or dividends in cash, and in
conformance with procedures mutually agreed upon by Provident, the Fund, and
PFPC, Provident shall pay to PFPC, an amount equal to the amount indicated in
said Written Instructions as payable by the Fund to such Shareholders for
distribution in cash by PFPC to such Shareholders. In lieu of remitting to PFPC
cash dividends and distributions, Provident may arrange for the direct payment
of cash dividends and distributions to Shareholders by Provident in accordance
with such procedures and controls as are mutually agreed upon from time to time
by and among the Fund, Provident and PFPC.

In accordance with the Prospectus, the Internal Revenue Code and
regulations promulgated thereunder, and with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, Provident and
PFPC, Provident shall arrange for the establishment of IRA custodian accounts
for such Shareholders holding Shares through IRA accounts.

13. PURCHASES OF SECURITIES. Promptly after each purchase of securities
by the Advisor for a Covered Portfolio, the Fund, through PFPC, shall deliver to
Provident Oral or Written Instructions specifying with respect to each such
purchase: (a) the name of the issuer and the title of the securities including
CUSIP number, if applicable, (b) the number of shares or the principal Amount
purchased and accrued interest, if any, (c) the date of purchase and settlement,
(d) the purchase price per unit, (e) the total amount payable upon such purchase
and (f) the name of the person from whom or the broker through whom the purchase
was made. Provident shall pay out of the moneys held for the account of such
Portfolio the total amount payable to the person from whom or the broker

<PAGE>

through whom the purchase was made, provided that the same conforms to the total
amount payable as set forth in such Oral or Written Instructions. In the event
that such a transaction fails to settle in accordance with such Oral or Written
Instructions, Provident shall promptly so notify the Advisor or PFPC and shall
use its best efforts to settle or cause to be settled such transactions in
accordance with such Instructions.

14. SALES OF SECURITIES. Promptly after each sale of securities by the
Advisor for a Covered Portfolio or exercise of an option written by such a
Portfolio, the Fund, through PFPC, shall deliver to Provident Oral Instructions,
specifying with respect to each such sale: (a) the name of the issuer and the
title of the security including CUSIP number, if applicable, (b) the number of
shares or principal amount sold, and accrue( interest, if any, (c) the date of
sale, (d) the sale price per unit, (e) the total amount payable to the Covered
Portfolio upon such sale, (f) the name of the broker through whom or the person
to whom the sale was made, and (g) the location to which the security must be
delivered. Provident shall deliver the securities upon such sale, provided that
the same conforms to the total amount payable as set forth in such Oral
Instructions. Subject to the foregoing, Provident may accept payment in such
form as shall be satisfactory to it, and may deliver securities and arrange for
payment in accordance with the customs prevailing among dealers in securities.
If any such transaction fails to settle in accordance with such Instructions,
Provident shall promptly so notify the Advisor and shall use its best efforts to
settle or cause to be settled such transactions in accordance with such
Instructions.

15. RECORDS. Provident shall prepare and maintain, on a per portfolio
basis, written records of all cash and Property and income and disbursements of
the Covered Portfolios hereunder. The books and records pertaining to the Fund
and the Covered Portfolios which are in the possessions of Provident shall be
the property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and rules thereunder and other applicable
laws and regulations and shall be provided by Provident to the Fund or its
designee upon request. The Fund and the Fund's authorized representatives and
designees, access to such books and records at all times d, normal business
hours. Upon the request of the Fund any such books and records shall be
provided Fund or the Fund's authorized representative Fund's expense.

16. REPORTS AND OTHER INFORMATION.

(a) Provident shall furnish the Fund the following reports:

(1) such periodic and special reports as the Fund may
reasonably request;

(2) a monthly statement summarizing all transactions and
entries for the account of the Fund, listing the portfolio securities belonging
to the Fund with the average cost of each issue at the end of such month, and
stating the cash account of the Fund including disbursements;

(3) the reports to be furnished to the Fund pursuant to Rule
17f-4; and
(4) such other information as may be agreed upon from time to
time between the Fund and Provident.

<PAGE>

(b) Provident shall transmit promptly to the Fund any proxy
statement, proxy materials, notice of a call, tender offer or conversion,
redemption, reorganization and similar communications received by it as
custodian of the Property.

(c) In addition to its obligations under paragraph 16(b) herein,
Provident shall use its best efforts to communicate to the Fund such material
information concerning the securities held by the Covered Portfolios as shall
come into Provident's possession via electronic services or user notification,
but Provident shall have no obligation to monitor any publication, newspapers or
similar periodicals for such information and shall not be liable to the Fund in
respect of the activity covered by this paragrpah 16(c).

17. COOPERATION WITH ACCOUNTANTS. Provident shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the
expression of their opinion, as such may be required from time to time by the
Fund.

18. CONFIDENTIALITY. Provident agrees on behalf of itself and its
employees to treat confidentially all records and other information relative
to the Fund and its prior, present, or potential Shareholders, except, after
prior notification to and approval in writing by the Fund, which approval may
not be withheld where Provident reasonably believes that it may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Fund.

19. RIGHT TO RECEIVE ADVICE. Provident shall be protected in any action
or inaction that Provident takes in reliance on advice of Provident's counsel.
PFPC shall notify the Fund of the receipt of such advice within a reasonable
time.

20. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Provident agrees
to perform its duties hereunder in accordance with applicable law, however;
Provident assumes no responsibility for ensuring that the Fund complies with the
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any laws,
rules and regulations of governmental authorities having jurisdiction.

21. COMPENSATION. As compensation for the services rendered by Provident
during the term of this Agreement, the Fund will pay to Provident fees that
shall be agreed upon from time to time in writing by Provident and the Fund.

22. INDEMNIFICATION. (a) The Fund, as sole owner the Property, agrees to
indemnify and hold harmless Provident and its nominees hereunder from all taxes,
charges, expense expenses that are inherent to its duties hereunder),
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1934 Act, the l940 Act, the CEA, and any state
and foreign securities and blue sky laws, all as or may be amended from time to
time) including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly (a) solely from fact that
securities included in the Property are registered in the name of any such
nominee or (b) from any action or thing which Provident takes or does or omits
to take or do (i) at

<PAGE>

request or on the direction of or in reliance on the advice of the Fund or the
Fund's counsel on behalf of the Fund or (ii) upon Oral or Written Instructions,
provided that Oral or Written Instructions were not received from an Affiliate
who has acted negligently (unless such an Affiliate has received and transmitted
erroneous Instructions received from an Authorized Person that is not an
Affiliate) provided further, that neither Provident nor any of its nominees
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of Provident's or such nominee's own misfeasance, bad
faith, negligence or disregard of its duties or responsibilities described in
this Agreement. In the event of any advance of cash for any purpose made by
Provident pursuant to Oral or Written Instructions of the Fund, or in the event
that Provident or its nominee shall incur or be assessed any such taxes,
charges, expenses, assessments, claims or liabilities described in the previous
sentence of this Paragraph 22(a), except such as may arise from its or its
nominee's own negligent action, negligent failure to act, disregard of its
duties hereunder or misconduct, any Property at any time held for the account of
the Covered Portfolios shall be security therefor.

(b) Provident shall not pay or settle any claim, demand, expense or
liability in respect of which Provident is entitled to be indemnified pursuant
to paragraph (a) above (an "Indemnifiable Claim") without the express written
consent of the Fund. Provident shall notify the Fund promptly of receipt of
notification of an Indemnifiable Claim. Unless the Fund notifies Provident
within 30 days of receipt of Written Notice of such Indemnifiable Claim that the
Fund does not intend to defend such Indemnifiable Claim, the Fund shall defend
Provident from such Indemnifiable Claim. The Fund shall have the right to
defend any Indemnifiable Claim at its own expense, such defense to be conducted
by counsel selected by the Fund. Further, Provident may join the Fund in such
defense at Provident's own expense, but to the extent that it shall so desire
the Fund shall direct such defense. If the Fund shall fail or refuse to defend,
pay or settle an Indemnifiable Claim, Provident, at the Fund's expense
consistent with limitations concerning attorney's fees expressed in Paragraph
22(a) hereof, may provide its own defense.

23. RESPONSIBILITY OF PROVIDENT. Provident hereby represents that it is
experienced in the provision of the services covered by this Agreement. In the
performance of its duties hereunder, Provident shall be obligated to exercise
due care and diligence and to act in good faith and in a timely manner to assure
the accuracy and completeness of all services performed under this Agreement.
Provident shall be under no duty to take any action on behalf of the Fund except
as specifically set forth herein or as may be specifically agreed to by
Provident in writing. Provident 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 Provident'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. Notwithstanding the foregoing, Provident
shall not be responsible for losses beyond its control, provided that Provident
has acted in accordance with the provisions of this Agreement and the standard
of care set forth above; and provided further that Provident shall only be
responsible for that portion of losses or damages suffered by the Fund
attributable to the negligence of Provident.

<PAGE>

Losses shall be beyond Provident's control if they result from or occur because
of delays or errors or loss of data provided by a person other than Provident or
its Affiliates, or acts of civil or military authority, national emergencies,
labor difficulties (other than those of Provident or its Affiliates), fire,
failure of equipment caused by failures external to the premises of Provident or
its Affiliates, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply external to
the premises of Provident or its Affiliates.

Without limiting the generality of the foregoing or of any other provision
of this Agreement, Provident in connection with its duties under this Agreement
shall not be under any duty or obligation to inquire into and shall not be
liable for or in respect of the validity or invalidity or authority or lack
thereof of any Oral or Written Instruction received from the Fund, the Advisor
or a Sub-Advisor or an Affiliate, provided such Affiliate has not acted
negligently (unless such Affiliate has received and transmitted erroneous
instructions received from an Authorized Person that is not an Affiliate),
notice or other instrument which conforms to the applicable requirements of this
Agreement, and which Provident reasonably believes to be genuine.

Provident shall have no liability to the Fund for any losses or damages
the nature of which is or was remote, unforeseen, unforeseeable or beyond the
scope of reasonable anticipation at the time this Agreement was executed.

24. COLLECTIONS. All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping thereof
upon receipt by Provident) shall be at the sole risk of the Fund. In any case
in which Provident does not receive any payment due the Fund within a reasonable
time after Provident has made proper demands for the same, it shall so notify
the Fund in writing, including copies of all demand letters, any written
responses thereto, and memoranda of all oral responses thereto and to telephonic
demands, and await instructions from the Fund. Provident shall not be obliged
to take legal action for collection unless and until reasonably indemnified to
its satisfaction. Provident shall also notify the Fund as soon as reasonably
practicable whenever income due on securities is not collected in due course.

25. DURATION AND TERMINATION. This Agreement shall continue in effect for
a period of one year from the date hereof. This agreement may be terminated by
either party on or after the first anniverary hereof upon not less than 180 days
prior written notice to the other party. The foregoing provisions
notwithstanding, either party may terminate this Agreement in the event of a
material breach of the terms hereof after written notice to the other party of
such breach and a reasonable time for cure of such breach, unless such breach is
not curable and, in such circumstances, this Agreement shall terminate, at the
option of the injured party, three months after the date such notice is given.
Upon any termination of this Agreement Provident shall deliver cash, securities,
Property and the records maintained hereunder for the Fund and the Covered
Portfolios hereunder to a successor custodian designated by the Fund, and if no
such successor is designated, Provident may deliver such cash, securities,
Property and records to a bank or trust company of its own selections having an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than twenty million dollars

<PAGE>

($20,000,000) as a custodian for the Fund to be held under terms similar to
those of this Agreement, provided, however, that Provident shall not be required
to make any such delivery or payment until full payment shall have been made or
provided for by the Fund of all liabilities constituting a charge on or against
the property of the Covered Portfolios then held by Provident or on or against
Provident and until full payment shall have been made to Provident of all of its
fees, compensation, costs and expenses as provided herein.

26. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, 17th and Chestnut Streets, Philadelphia,
Pennsylvania 19103, marked for the attention of the Custodian Services
Department (or its successor); (b) if to the Fund, at the address of the
Fund; or (c) if to neither of the foregoing, at such other address as shall
have been notified to the sender of any such Notice or other communication.
All postage, cable, telegram, telex and facsimile sending device charges
arising from the sending of a Notice hereunder shall be paid by the sender.

27. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

28. 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.

29. DELEGATION. On thirty (30) days prior written notice to the Fund,
Provident may assign its rights and delegate its duties hereunder to any wholly-
owned direct or indirect subsidiary of Provident or PNC Financial Corp, provided
that (i) the delegate agrees with Provident to comply with all relevant
provisions of the 1940 Act and this Agreement; and (ii) Provident and such
delegate shall promptly provide such information as the Fund may request, and
respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate. In the event
of such delegation, Provident shall remain liable under this Agreement.

30. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

31. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreem6hts
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to delegated and/or Oral Instructions. 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 deemed to be a contract made in Pennsylvania
and governed by Pennsylvania law. 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. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.

[SEAL] DFA INVESTMENT DIMENSIONS
GROUP INC.

Attest: Deborah J. Ferris By: Jeanne Cairns Sinquefield
----------------- -------------------------
Vice President Executive Vice President

[SEAL] PROVIDENT NATIONAL BANK

Attest: (signature) By: Martin B. Comer, Senior Vice President
----------------- --------------------------------------
Vice President

<PAGE>

INDEX
Paragraph Page

1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . .2
3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4. Delivery and Registration of the Property . . . . . . . . . . . . . .6
5. Receipt and Disbursement of Money . . . . . . . . . . . . . . . . . .7
6. Receipt of Securities . . . . . . . . . . . . . . . . . . . . . . . .8
7. Use of Book-Entry System. . . . . . . . . . . . . . . . . . . . . . 10
8. Instructions Consistent with Charter
Declaration, etc. . . . . . . . . . . . . . . . . . . . . . . . . 11
9. Transactions Not Requiring Instructions . . . . . . . . . . . . . . 13
10. Transactions Requiring Instruction. . . . . . . . . . . . . . . . . 15
11. Segregated Accounts . . . . . . . . . . . . . . . . . . . . . . . . 17
12. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . 19
13. Purchase of Securities. . . . . . . . . . . . . . . . . . . . . . . 20
14. Sales of Securities . . . . . . . . . . . . . . . . . . . . . . . . 20
15. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16. Reports and Other Information . . . . . . . . . . . . . . . . . . . 22
17. Cooperation with Accountants. . . . . . . . . . . . . . . . . . . . 23
18. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 23
19. Right to Receive Advice . . . . . . . . . . . . . . . . . . . . . . 24
20. Compliance with Governmental Rules and
Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
21. Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
22. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 24
23. Responsibility of Provident . . . . . . . . . . . . . . . . . . . . 26
24. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
25. Duration and Termination. . . . . . . . . . . . . . . . . . . . . . 28
26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
27. Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 30
28. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
29. Delegation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
30. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
31. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

<PAGE>

CUSTODIAN AGREEMENT

AMENDMENT NUMBER ONE

THIS AGREEMENT is made as of the 26th day of February, 1990 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT NATIONAL BANK, a national banking association ("Provident").

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund has retained Provident to provide custodian services
pursuant to a Custodian Agreement dated as of June 19, 1989 (the "Agreement")
which, as of the date hereof, is in full force and effect; and

WHEREAS, Provident presently provides such services to the four Portfolios
of the Fund that were in existence on June 19, 1989 which are defined in section
1. of the Agreement as the "Covered Portfolios"; and

WHEREAS, the Fund has since organized a new Portfolio, designated "The
U.S. Large Company Portfolio", and the parties hereto desire that Provident
shall provide such Portfolio with the same services that Provident provides
to the Covered Portfolios of the Fund pursuant to the Agreement; and

WHEREAS, Section I of the Agreement provides that Provident shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement as may be mutually agreed by Provident and the Fund.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed by the parties hereto as follows:

1. The Fund has delivered to Provident copies of:

(a) post-effective amendment numbers 16 and 17 of the registration
statement of the Fund, as filed with the U.S. Securities and Exchange
Commission on December 29, 1989 and February 26, 1990, respectively,
wherein The U.S. Large Company Portfolio is described;

(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock
certificate, all of which pertain to The U.S. Large Company Portfolio; and

(i) the Administration and Accounting Services Agreement between the Fund
and Provident Financial Processing Corporation ("PFPC") dated as of June
19, 1989; and

<PAGE>

(ii) the Transfer Agency Agreement between the Fund and PFPC dated as of
June 19, 1989.

2. The Agreement hereby is amended effective February 26, 1990 by:

(a) adding the following words, "and, effective February 26, 1990,
The U.S. Large Company Portfolio," immediately after the words, "The DFA
Five-Year Government Portfolio" in the first sentence of Section 1;

(b) adding the following words, "as amended February 26, 1990" after
the word "1989" in Section 2.(j);

(c) deleting the words, "April 1, 1989," and inserting in lieu
thereof the words, "February 26, 1990" in section 5.(a)(v); and

(d) adding a new sentence immediately following the second sentence
of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement shall remain in effect in respect of The
U.S. Large Company Portfolio for a period of 18 months commencing on
February 26, 1990 and, thereafter, may be terminated by either party upon
not less than 180 days prior written notice to the other party."

3. The Fee Schedule of Provident applicable to The U.S. Large Company
Portfolio 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
One 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.

Attest: Jeanne Sinquefield By: Michael T. Scardina
------------------ -------------------

PROVIDENT NATIONAL BANK

Attest: George W. Gainer By: Morton B. Comer
---------------- ---------------

<PAGE>

CUSTODIAN SERVICES AGREEMENT

AMENDMENT NUMBER TWO

THIS AGREEMENT is made as of the 24, day of September, 1990 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT NATIONAL BANK ("Provident"), a national banking association.

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
N1940 Act'), and

WHEREAS, the Fund has retained Provident to provide certain custodian
services pursuant to an Custodian Services Agreement dated as of June 19, 1989
and amended on February 26, 1990 (the "Agreement") which, as of the date hereof,
is in full force and effect; and

WHEREAS, Provident presently provides such services to three of the four
Portfolios of the Fund that were in existence on June 19, 1989, and the
Portfolio added on February 26, 1990, which are defined in Section 1 of the
agreement as the "Covered Portfolios"; and

WHEREAS, the Fund has since organized a new Portfolio, designated "DFA
Intermediate Government Bond Portfolio", and the parties hereto desire that
Provident shall provide such Portfolio with the same services that Provident
provides to the four Portfolios of the Fund pursuant to the Agreement; and

WHEREAS, Section 1 of the Agreement provides that Provident shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement as agreed to in writing by Provident 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 Provident copies of:

(a) Post-Effective Amendment Number 18 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
September 24, 1990, wherein the DFA Intermediate Government Bond Portfolio is
described;

(b) The exhibits to such post-effective amendment consist of Articles
Supplementary to the Articles of Incorporation, amendments to the bylaws, the
form of investment advisory agreement, specimen stock certificate, all of which
pertain to the DFA Intermediate Government Bond Portfolio; and

<PAGE>

(i) the Transfer Agency Agreement between the Fund and 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 September 24, 1990 by:

(a) adding the following words "and effective September 24, 1990, The
DFA Intermediate Government Bond Portfolio" immediately after the words "The
U.S. Large Company Portfolio", in the first sentence of Section 1 therein;

(b) adding the following words, and as amended "September 24, 1990"
after the words, "as amended February 26, 1990m in section 2(j) therein;

(c) deleting the following words, "February 26, 1990" and inserting in
lieu thereof, "September 24, 1990" in Section 5 (a) (v) ; and

(d) adding a new sentence immediately following the third sentence of
Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to the DFA Intermediate Government
Bond 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 Provident applicable to the DFA Intermediate
Government Bond Portfolio 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
Two 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: Deborah J. Ferris
-----------------

PROVIDENT NATIONAL BANK

By: Joseph Gramlich
----------------

<PAGE>

CUSTODIAN SERVICES AGREEMENT

AMENDMENT NUMBER THREE

THIS AGREEMENT is made as of the 6th, day of March 1992 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PROVIDENT NATIONAL BANK ("Provident"), a national banking
association.

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"940 Act"), and

WHEREAS, the Fund has retained Provident to provide certain custodian
services pursuant to an Custodian Services Agreement dated as of June 19, 1989
and amended on February 26, 1990 and September 24, 1990 (the "Agreement") which
as of the date hereof, is in full force and effect; and

WHEREAS, Provident 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 and September 24, 1990, which are
defined in Section 1 of the agreement as the "Covered Portfolios"; and

WHEREAS, the Fund has since organized a new Portfolio, designated
"The U.S. 6-10 Small Company Portfolio", and the parties hereto desire that
Provident shall provide such Portfolio with the same services that Provident
provides to the five Portfolios of the Fund pursuant to the Agreement; and

WHEREAS, Section 1 of the Agreement provides that Provident shall
provide such services to any Portfolio organized by the Fund after the date
of the Agreement as agreed to in writing by Provident 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 Provident copies of

(a) post-effective amendment number 20 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on March 6, 1992, wherein The U.S. 6-10 Small Company Portfolio is
described;

(b) The exhibits to such post-effective amendment consist of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock
certificate, all of which pertain to The U.S. 6-10 Small Company Portfolio;
and

<PAGE>

(i) the Transfer Agency Agreement between the Fund and
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 March 6, 1992 by:

(a) adding the following words "and effective March 6, 1992,
The U.S. 6-10 Small Company Portfolio" immediately after the words "The U.S.
Large Company Portfolio", in the first sentence of Section 1 therein;

(b) adding the following words, "and as amended March 6,
1992" after the words, "as amended September 24, 1990" in Section 2(j)
therein;

(c) deleting the following words, "September 24, 1990" and
inserting in lieu thereof, "March 6, 1992" in Section 5(a)(v); and

(d) adding a new sentence immediately following the third
sentence of Section 25 as follows: "The foregoing provisions of this Section
25 notwithstanding, this Agreement with respect to The U.S. 6-10 Small
Company 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 Provident applicable to the DFA
Intermediate Government Bond Portfolio 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 Three to the Agreement to be executed by their duty authorized
officers designated below on the day and year first above written.

DFA INVESTMENT DIMENSIONS GROUP INC.

By: Michael T. Scardina
-------------------

PROVIDENT NATIONAL BANK

By: Joseph Gramlich
---------------

<PAGE>

CUSTODIAN SERVICES AGREEMENT

AMENDMENT NUMBER FIVE

THIS AGREEMENT is made as of the 21st day of September, 1995 by and
between OF A 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 "940 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 and
September 18, 1992 (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 and
September 18, 1992, which are defined in Section 1 of the Agreement as the
"Covered Portfolios"; and

<PAGE>

WHEREAS, the Fund has since organized two new Portfolios, designated
"VA Small Value Portfolio" and "VA Short-Term Fixed 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 nine 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 35 to the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on September 21, 1995, wherein the New Portfolios are described;

(b) The exhibits to such post-effective amendment including the
forms of investment advisory agreements and specimen stock certificates, all of
which pertain to the New Portfolios; and

-2-

<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 September 21, 1995 by:

(a) adding the following words "and effective September 21,
1995, VA Small Value Portfolio and VA Short-Term Fixed Portfolio" immediately
after the words, "The U.S. Small Cap High Book to Market Portfolio," in the
first sentence of Section 1;

(b) adding the following words, "and as amended September 21,
1995" after the words, "as amended September 18, 1992" in Section 2(j);

(c) deleting the following words, "September 18, 1992," and
inserting in lieu thereof the words, "June 30, 1995 and September 21, 1995" in
Section 5(a)(v); and

(d) adding a new sentence immediately following the sixth
sentence of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to VA Small Value Portfolio and VA
Short-Term Fixed 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 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 Five 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: /s/ Irene R. Diamant
-----------------------------------------
Vice President

PNC BANK, N.A.

By: /s/ Joseph [ILLEGIBLE]
-----------------------------------------
Vice President

-4-

<PAGE>

TRANSFER AGENCY AGREEMENT

THIS AGREEMENT is made as of the 19th day of June, 1989 between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation which is an
indirect wholly-owned subsidiary of PNC Financial Corp (the "transfer Agent or
"PFPC").

W I T N E SS E T H:

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"940 Act"); and

WHEREAS, the Fund desires to retain the Transfer Agent to serve as the
Fund's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent is willing to furnish such services;

NOW, THE REFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. The Fund hereby appoints the Transfer Agent to serve as transfer
agent, registrar and dividend disbursing agent for the Fund with respect to the
shares of the Fund's common Stock, $.01 par value ("Shares") for the period and
on the terms set forth in this Agreement. The Fund presently issues seven
separate series or classes of shares which are in the Prospectus delivered to
the Transfer Agent herewith and the Fund may classify and reclassify additional
Shares hereafter. The Transfer Agent shall identify to each such series or
class property belonging to such series or class and in such reports, records,
confirmations and notices to the Fund and other services Provided hereunder
shall promptly identify the series or class to which such property, record,
report, confirmation or service pertains and shall issue shares on a per series
basis as provided in the Prospectus. The Transfer Agent accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement. Any class of
shares created by the Fund after the date hereof shall be included hereunder
upon the mutual agreement of the Fund and the Transfer Agent.

2. DELIVERY OF DOCUMENTS. The Fund has furnished the Transfer Agent
with copies properly certified or authenticated of each of the following:

(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of the Transfer Agent as transfer registrar and
dividend disbursing agent for the Fund agent and reg and approving this
Agreement;

(b) Appendix A identifying and containing the signatures of
the Fund's Officers and other persons authorized to issue Oral Instructions and
to sign @ritten Instructions, as hereinafter defined, on behalf of the Fund and
to execute stock certificates representing Shares;
<PAGE>

(c) The Fund's Articles of Incorporation filed with the Department of
Assessments and Taxation of the State of Maryland on June 15, 1981 and all
amendments thereto (such Articles of Incorporation, as presently in effect and
as they shall from time to time be amended, are herein called the "Charter");

(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");

(e) Copies of all documents relating to any voluntary investor
service plans sponsored by the Fund, including periodic investment plans such as
Individual Retirement Accounts;

(f) The current Investment Advisory Agreements with Dimensional Fund
Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreement");

(g) The current Sub-Advisory Agreements with Dimensional Asset
Management Ltd. and the Nomura Securities Investment Trust Management Co. Ltd.
(the "Sub-Advisory Agreement");

(h) The Custodian Agreement between Provident National Bank and the
Fund dated as of June 19, 1989 (the "Custodian Agreement");

(i) The Administration and Accounting Services Ag,reement between the
Transfer Agent and the Fund dated as of June 19, 1989 (the "Accounting Services
Agreement");

(j) The current Distribution Agreement between the Fund and DEA
Securities Inc. (the "Distribution Agreement");

(k) The Fund's most recent Registration Statement on Form N-lA under
the Securities Act of 1933, as amended (the "933 Act") (File No. 2-73948) and
under the 1940 Act as filed with the SEC on February 1, 1989 relating to Shares,
and all amendments thereto; and

(l) The Fund's most recent prospectus or prospectuses and Statements
of Additional Information relating to Shares (such prospectus, or prospectuses,
and Statements of Additional Information as presently in effect and all
amendments and supplements thereto are herein called the "Prospectus").

The Fund will furnish the Transfer Agent from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.

3. DEFINITIONS.

(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A or
any amendment thereto as may be received by the Transfer Agent from time to
time.

(b) "AFFILIATE". As used herein, "Affiliate" means any company
that controls, is controlled by, or is under common control with PFPC.
<PAGE>

(c) "ORAL INSTRUCTIONS". As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by the Transfer
Agent from an Authorized Person or from a person reasonably believed by the
Transfer Agent to be an Authorized Person. The Fund agrees to deliver to the
Transfer Agent, at the time and in the manner specified in Paragraph 4(b) of
this Agreement, Written Instructions confirming Oral Instructions.

(d) "PFPC". As used in this Agreement "PFPC" means Provident
Financial Processing Corporation.

(e) "WRITTEN INSTRUCTIONS". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by the
Transfer Agent and signed by an Authorized Person. Written Instructions include
electronic transmission properly originated and confirmed by the Fund.

(f) "SHARES". As used in this Agreement the term "Shares" means
each separate class of shares of common stock issued by the Fund that are
subject to this Agreement and as to which the services provided hereunder
relate.

4. INSTRUCTIONS CONSISTENT WITH CHARTER ETC.

(a) Unless otherwise provided in this Agreement, the Transfer
Agent shall act only upon Oral or Written Instructions. Although the Transfer
Agent may know of the provisions of the Charter and By-Laws of the Fund, the
Transfer Agent may assume that any Oral or Written Instructions received
hereunder are not in any way inconsistent with any provisions of such Charter or
By-Laws or any vote, resolution or proceeding of the Shareholders, or of the
Board of Directors, or of any committee thereof.

(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement. The Fund agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Transfer Agent by the close of business
of the same day that such Oral Instructions are given to the Transfer Agent.
The Fund agrees that the fact that such confirming Written Instructions are not
received by the Transfer Agent shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the Fund by
giving Oral Instructions. The Fund agrees that the Transfer Agent shall incur
no liability to the Fund in acting upon Oral Instructions given to the Transfer
Agent hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person and provided
further, if such Oral or Written Instructions were received from an Affiliate,
that such Affiliate has acted without negligence (unless such Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person that is not an Affiliate).
<PAGE>

(c) In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change in the form of
Share certificates, the Transfer Agent will, at the Fund's expense, issue Share
certificates in the new form in exchange for, or upon transfer of, outstanding
Share certificates in the old form, upon receiving:

(i) A Certificate authorizing the issuance of Share
certificates in the new form;

(ii) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;

(iii) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of the Fund, with a
Certificate signed by the Secretary of the Fund as to such approval; and

(iv) An opinion of counsel for the Fund with respect
to the validity of the Shares in the new form and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).

5. TRANSACTIONS NOT REQUIRINGINSTRUCTIONS. In the absence of
contrary Written Instructions, the Transfer Agent is authorized to take the
following actions:

(a) ISSUANCE OF SHARES. Upon receipt of a purchase order
from the Advisor, an investor or in accordance with Written or Oral Instructions
for the purchase of Shares and sufficient information to enable the Transfer
Agent to establish a Shareholder account, and after confirmation of receipt or
crediting of Federal funds for such order or receipt of such other consideration
for such shares as may be described in the Prospectus from the Fund's Custodian,
the TrAnsfer Agent shall issue and credit-the account of such investor with
Shares based on the current net asset value or public offering price of such
Shares as described in the Prospectus.

(b) TRANSFER OF SHARES; UNCERTIFICATED SECURITIES.
Where a Shareholder does not hold a certificate representing the number of
Shares in his account and does provide the Transfer Agent with instructions
for the transfer of such Shares which include a signature guaranteed by a
national bank or member of a National Securities Exchange and such other
appropriate documentation to permit a transfer, then the Transfer Agent shall
register such Shares and shall deliver them pursuant to instructions received
from the transferor, pursuant to the law of the State of Maryland and other
applicable law relating to the transfer of shares of common stock.

(i) The Fund will supply the Transfer Agent with a
sufficient supply of stock certificates representing Shares, in the form
approved from time to time by the Board of Directors of the Fund, and, from time
to time, shall replenish such supply upon request of the Transfer Agent. Such
stock certificates shall be properly signed, manually or by facsimile signature,
by the duly authorized

<PAGE>

officers of the Fund, whose names and positions shall be set forth as
indicated on Appendix A, and shall bear the corporate seal or facsimile
thereof of the Fund, and notwithstanding the death, resignation or removal
of any officer of the Fund, such executed certificates bearing the manual
or facsimile signature of such officer shall remain valid and may be issued
to Shareholders until the Transfer Agent is otherwise directed by Written
Instructions. In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by the Transfer Agent,
except upon the receipt by the Transfer Agent of Written Instructions from
the Fund.

(iii) Upon receipt of signed stock certificates in proper
form for transfer, and upon cancellation or destruction thereof, the
Transfer Agent shall countersign, register and issue new certificates for
the same number of Shares in the name of the transferee and shall deliver
them pursuant to instructions received from the transfetor and the law of
the State of Maryland relating to the transfer of shares of common stock.

(iv) Upon receipt of the stock certificates, which shall
be in proper form for transfer, together with the Shareholder's
instructions to hold such stock certificates for safekeeping, the Transfer
Agent shall reduce such Shares to uncertificated status, while retaining
the appropriate registration in the name of the Shareholder upon the
transfer books.

(v) Upon receipt of written instructions from a
Shareholder of uncertificated securities for a certificate in the
number of shares in his account, the Transfer Agent will issue such stock
certificates and deliver them to the Shareholder.

(d) REDEMPTION OF SHARES. Upon receipt of a redemption order
from a stockholder and/or in accordance with Written Instructions, the Transfer
Agent shall promptly notify PFPC, in its capacity as administrator, and the
Custodian of the amount necessary to pay such redemption and shall redeem the
number of Shares indicated thereon from the redeeming Shareholder's account
pursuant to the procedures set forth in the prospectus dated April 1, 1989 or
pursuant to Written Instruction amending such procedures of the Fund and receive
from the Fund's Custodian and disburse to the redeeming Shareholder the
redemption proceeds therefor, or arrange for direct payment of redemption
proceeds to such Shareholders by the Fund's Custodian, by wire transfer or
otherwise as provided in Written Instructions in accordance with such procedures
and controls as are provided in the Prospectus or as may be mutually agreed upon
from time to time by and among the Fund, the Transfer Agent and the Fund's
Custodian.

6. AUTHORIZED SHARES. The Fund s authorized capital stock is described
in the Fund's Charter, as amended, including Articles supplementary thereto.
The Transfer Agent shall record issues of all Shares and shall notify the Fund
in case any proposed issue of Shares by the Fund shall result in an over-issue
as defined by Section 8-104(2) of Article 8 of the Maryland Uniform Commercial
Code'. In case any issue of Shares would result in such an over-issue, the
Transfer Agent shall refuse to issue said Shares and shall not countersign and
issue certificates for such Shares. The Fund agrees to notify the Transfer
Agent promptly of any change in the number of authorized
<PAGE>

Shares and of any change in the number of Shares registered under the 1933 Act
or termination of the Fund's declaration under Rule 24(f)-2 of the 1940 Act.
The Transfer Agent shall provide the Fund with the necessary information to
prepare Form 24f-2 under the 1940 Act.

7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish the Transfer Agent
with appropriate evidence of action by the Fund's Board of Directors authorizing
the declaration and payment of dividends and distributions as described in the
then current Prospectus. The Transfer Agent shall notify the Custodian of the
amount of cash necessary to pay such dividend or distribution and, after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the Fund's Charter and the procedures set
forth in the prospectus dated April 1, 1989 or Written Instructions amending
such procedures, issue and credit the account of the Shareholder with Shares,
or, if the Shareholder so elects, pay such dividends or distribution in cash to
the Shareholders and in either case, in accordance with the procedures set forth
in the prospectus dated April 1, 1989 or Written Instructions amending such
procedures. In lieu of receiving from the Fund's Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Fund's Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, the Transfer Agent
and the Fund's Custodian. The Transfer Agent shall prepare, file with the
Internal Revenue Service and other appropriate taxing authorities, and address
and mail to Shareholders such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal Revenue
Service. On behalf of the Fund, the Transfer Agent shall process and confirm
shareholder address changes, recording new addresses, and shall mail certain
requests for Shareholders' certifications under penalties of perjury and pay on
a timely basis to the appropriate Federal authorities any taxes to be withheld
on dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.

In accordance with the procedures set forth in the prospectus dated
April 1, 1989 or Written Instructions amending such procedures, and such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Fund's Custodian, the Transfer Agent
shall (a) arrange for issuance of Shares obtained through (1) transfers of funds
from Shareholders' accounts at financial institutions, including securities
brokers and dealers (2) exchange of Shares for eligible portfolio securities;
and (b) arrange for the exchange of Shares of a series for Shares of another
series.

8. COMMUNICATIONS WITH SHAREHOLDERS.

(a) COMMUNICATIONS TO SHAREHOLDERS. The Transfer Agent
will addressand mail all communications by the Fund to its Shareholders, with
copies to such persons as may be designated in Written Instructions from the
Fund. Without limiting the foregoing, PFPC will prepare, address and mail
confirmations of purchases and sales of Fund Shares, account changes, dividends
and distributions, 1099's and other
<PAGE>

tax information, and monthly statements, and will address and mail dividend and
distribution notices, reports to Shareholders and proxy material for its
meetings of Shareholders. The Transfer Agent will receive and
tabulate the proxy cards for the meetings of the Fund's Shareholders and notify
the Fund of the results of such
tabulations.

(b) CORRESPONDENCE. The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.

9. RECORDS. The Transfer Agent shall maintain records of the
accounts for each Shareholder showing the following information:

(a) name, address and United States Tax Identification or Social
Security number;

(b) number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued, including certificate
numbers and denominations;

(c) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and price
for all transactions on a Shareholder's account;

(d) any stop or restraining order placed against a Shareholder's
account;

(e) any correspondence relating to the current maintenance of a
Shareholder's account;

(f) information with respect to withholdings; and,
any information required in order for the Transfer Agent to perform any
calculations contemplated or required by this Agreement. The books and
records pertaining to the Fund which are in the possession of the Transfer
Agent shall be the property of the Fund and shall be returned to the Fund or
its designee upon request. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable laws and rules
and regulations. The Fund, or the Fund's authorized representatives, shall
have access to such books and records at all times during the Transfer
Agent's normal business hours. Upon the request of the Fund, copies of any
such books and records shall be provided by the Transfer Agent to the Fund or
the Fund's authorized representative or designee at the Fund's expense.

10. ONGOING FUNCTIONS. The Transfer Agent will perform the
following functions on an ongoing basis:

(a) furnish state-by-state registration reports to the Fund;

(b) provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity;

(c) provide the Fund with duplicate confirmations of stockholder
activity, whether executed through a dealer or directly with the Transfer Agent;

(d) provide detail for underwriter or broker confirmations and
bther participating dealer Shareholder accounting, in accordance with such
procedureb as may be agreed upon between the Fund and the Transfer Agent;
<PAGE>

(e) provide Shareholder lists and statistical information
concerning accounts to the Fund; and

(f) provide timely notification of Fund activity and such other
information as may be agreed upon from time to time between the Transfer Agent
and the Fund's Custodian, to the Fund or the Custodian and such reports to the
Fund as provided in Schedule A hereto.

11. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate
with the Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion as such may be required by the Fund from time to
time.

12. CONFIDENTIALITY. The Transfer Agent agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Fund and its prior, present or potential Shareholders and
relative to the Advisor, the Sub-Advisor or Distributor and their present or
potential customers, except, after prompt prior notification to and approval in
writing by the Fund, which approval may not be withheld where the Transfer Agent
reasonably believes that it may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.

13. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Transfer Agent's control, the Transfer Agent shall, at no additional expense
to the Fund, promptly notify the Fund and take prompt, reasonable steps to
minimize Bervice interruptionb but shall have no liability with respect thereto
except, at its own expense, to reconstruct any records of the Fund that PFPC is
required to prepare and maintain hereunder. The foregoing obligation shall not
extend to computer terminals located outside of premises maintained by the
Transfer Agent; provided, that this exception shall not apply to equipment
dedicated solely for use of PFPC and that PFPC has agreed to maintain as long as
such equipment has not been altered by the Fund, the Advisor, Sub-Advisor or any
of their affiliates. The Transfer Agent shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. An equipment failure shall be beyond
PFPC's control if it results from one or more of the events described in the
last sentence of the first paragraph of Paragraph 18 hereunder.

14. RIGHT TO RECEIVE ADVICE. PFPC shall be protected in any action
or inaction that PFPC takes in reliance on PFPC's counsel. PFPC shall notify
the Fund of the receipt of such advice within a reasonable time.

15. COMPLIANCE WITH GOVERNMENTAL RULES AND ATIONS. PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any laws,
rules and regulations of governmental authorities having jurisdiction.
<PAGE>

16. COMPENSATION. As compensation for the services rendered by the
Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent monthly fees that shall be agreed to from time to time by the
Transfer Agent and the Fund.

17. INDEMNIFICATION.

(a) The Fund agrees to indemnify and hold harmless the Transfer
Agent from all taxes, charges, expenses (except expenses that are inherent to
its duties hereunder), assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
the CEA, and any state and foreign securities and blue sky laws, all as or to be
amended from time to time) including (without limitation) reasonable attorneys'
fees and disbursements, arising directly or indirectly from any action or thing
which the Transfer Agent takes or does or omits to take or do (i) at the request
or on the direction of or in reliance on the advice of the Fund or the Fund's
counsel on behalf of the Fund or (ii) upon Oral or Written Instructions provided
by the Fund, the Advisor or any Sub-Advisor designated in writing by the Advisor
and any Affiliate, provided that such Affiliate has not acted negligently
(unless such Affiliate has received and transmitted erroneous instructions
received from an Authorized Person who is not an Affiliate), and provided
further, that the Transfer Agent shall not be indemnified against any liability
(or any expenses incident to such liability) arising out of the Transfer Agent's
own misfeasance, bad faith or negligence or disregard of its duties in
connection with the performance of its duties and obligations specifically
described in this Agreement.

(b) The Transfer agent shall not pay or settle any claim,
demand, expense or liability to which it may seek indemnity pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund. The Transfer Agent shall notify the Fund promptly of
receipt of notification of an Indemnifiable Claim. Unless the Fund notifies
PFPC within 30 days of receipt of Written Notice of such Indemnifiable Claim
that the Fund does not intend to defend such Indemnifiable Claim, the Fund shall
defend PFPC for such Indemnifiable Claim. The Fund shall have the right to
defend any Indemnifiable Claim at its own expense, such defense to be conducted
by counsel selected by the Fund. Further, the Transfer Agent may join the Fund
in such defense at the Transfer Agent's own expense, but to the extent that it
shall so desire the Fund shall direct such defense. If the Fund shall fail or
refuse to defend, pay or settle an Indemnifiable Claim, the Transfer Agent, at
the Fund's expense, consistent with the limitation concerning attorney's fees
expressed in Paragraph 17(a) hereof, may provide its own defense.

18. RESPONSIBILITY OF THE TRANSFER AGENT. PFPC hereby represents
that it is experienced in the provision of the services covered by this
Agreement. In the performance of its duties hereunder, PFPC 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. PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or AS may be specifically agreed to
by PFPC in writing. PFPC 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 PFPC's
conduct shall be the care that would be exercised by A similarly situated
service provider, supplying substantially the same
<PAGE>

services, under substantially similar circumstances. Notwithstanding the
foregoing, PFPC shall not be responsible for losses beyond its control, provided
that has acted in accordance with the provisions of this Agreement and the
standard of care set forth above; and provided, further that PFPC shall only be
responsible for that portion of losses or damages suffered by the Fund
attributable to the negligence of PFPC. Losses shall be beyond PFPC's control
if they result from or occur because of delays or errors or loss of data
provided by persons other than the Transfer Agent, its Affiliates or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure from forces external to the premises of PFPC or its
Affiliates, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply and such
other circumstances beyond PFPC's control.

Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of the validity or invalidity or authority or
lack thereof of any Oral or Written Instruction received from the Fund, the
Advisor or a Sub-Advisor designated hereunder or an Affiliate, provided such
Affiliate has acted without negligence (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine.

PFPC shall have no liability to the Fund for any losses or damages the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.

19. DURATION AND TERMINATION. This Agreement shal continue in effect for
one year from the date hereof. This Agreement may be terminated by either party
on or after the first anniversary hereof upon not less than 180 days prior
written notice to the other party. The foregoing provisions notwithstanding,
either party may terminate this Agreement in the event of a material breach of
the terms hereof after written notice to the other party of such breach and a
reasonable time for cure of such breach, unless such breach is not curable and,
in such circumstances, this Agreement shall terminate, at the option of the
injured party, three months after the date such notice is given.

20. REGISTRATION AS A TRANSFER AGENT. The Transfer Agent represents that
it is currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so registered for the
duration of this Agreement. The Transfer Agent agrees that it will promptly
notify the Fund in the event of any material change in its status as a
registered transfer agent., Should the Transfer Agent fail to be registered with
the appropriate Federal Agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to the Transfer Agent, immediately
terminate this Agreement.

21. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to the
Transfer Agent at Provident Financial Processing Corporation, P. 0. Box 8950,
Wilmington, Delaware 19899; (b) if to the Fund, at the address of the Fund; or
(c) if to neither of the foregoing, at such other address as shall have been
notified to the sender of any
<PAGE>

such Notice or other communication. All postage, cable, telegram, telex and
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.

22. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.

23. 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.

24. DELEGATION OF DUTIES. On thirty (30) days prior written notice
to the Fund, the Transfer Agent may assign its rights and delegate its duties
hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp, provided that (i) the delegate agrees with
the Transfer Agent to comply with all relevant provisions of this Agreement and
applicable law; and (ii) the Transfer Agent and such delegate shall promptly
provide such information as the Fund may request, and respond to such question
as the Fund may ask, relative to the delegation, including (without limitation)
the capabilities of the delegate. In the event of such delegation, PFPC shall
remain liable under this Agreement.

25. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

26. 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, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, any agreements with respect to Written or Oral Instructions. 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 deemed to be a contract made in
Delaware and governed by Delaware law. 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. 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 by their officers designated below on the day and year first above
written.

[SEAL] DFA INVESTMENT DIMENSIONS
GROUP INC.

Attest: Deborah J. Ferris By: Jeanne Cairns Sinquefield
----------------- -------------------------
Vice President Executive Vice-President

[SEAL] PROVIDENT FINANCIAL
PROCESSING CORPORATION

Attest: Eugene P. Graves By: Morton B. Comer, President
---------------- --------------------------
Sr. Vice President
<PAGE>

INDEX

PARAGRAPH PAGE
--------- ----

1. Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Delivery of Documents. . . . . . . . . . . . . . . . . . . . . . . 2
3. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Instructions Consistent with Charter
Declaration, etc. . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Transactions Not Requiring Instructions. . . . . . . . . . . . . . 7
6. Authorized Shares. . . . . . . . . . . . . . . . . . . . . . . . . 11
7. Dividends and Distributions. . . . . . . . . . . . . . . . . . . . 11
8. Communications with Shareholders . . . . . . . . . . . . . . . . . 13
9. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10. Ongoing Functions. . . . . . . . . . . . . . . . . . . . . . . . . 15
11. Cooperation with Accountants . . . . . . . . . . . . . . . . . . . 16
12. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . 17
13. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . . 17
14. Right to Receive Advice. . . . . . . . . . . . . . . . . . . . . . 19
15. Compliance with Goverrimental Rules and
Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
16. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
17. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . 19
18. Responsibility of the Transfer Agent . . . . . . . . . . . . . . . 21
19. Duration and Termination . . . . . . . . . . . . . . . . . . . . . 22
20. Registration as a Transfer Agent . . . . . . . . . . . . . . . . . 23
21. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
22. Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . . 23
23. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
24. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . 24
25. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
26. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>

Attachment A - Transfer Agency Agreement

Following is a list of statistics and special requests to be produced by PFPC in
connection with the transfer agency agreement with DFA Investment Dimensions
Group Inc.:

Statistic or Special Request Frequency
- ---------------------------- ---------

a. Prepare mailing labels As requested
b. Download on diskette of transactions, new clients,
address changes, etc. Monthly
c. Statistical package
1. By portfolio - purchase and redemption statistics Monthly
2. By portfolio - analysis of type and size of investor Monthly
3. Chart of amount invested in Fund portfolio
and by client of amounts in excess of $1 million Monthly
4. Listing of accounts opened Monthly
5. Listing of accounts closed Monthly
6. Listing of 5% shareholders for proxy and prospectus
purposes As requested
7. For certain states in which we file sales reports--a
report by month and by portfolio of the amount of
sales in the state Monthly
8. Listing of purchases and redemptions by portfolio Daily
9. Information necessary for completion of N-SAR Monthly

<PAGE>

TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER ONE

THIS AGREEMENT is made as of the 26th day of February, 1990 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and 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, diversified 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, register and dividend disbursing agency services pursuant to an Transfer
Agency Agreement dated as of June 19, 1989 (the "Agreement") which, as of the
date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to the seven Portfolios
of the Fund that were in existence on June 19, 1989; and

WHEREAS, the Fund has since organized a new Portfolio, designated "The
U.S. Large Company Portfolio", and the parties hereto desire that PFPC shall
provide such Portfolio with the same services that PFPC provides to the seven
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 upon the mutual agreement of 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 numbers 16 and 17 of the
registration statement of the Fund, as filed with the U.S. Securities
and Exchange Commission on December 29, 1989 and February 26, 1990,
respectively, wherein The U.S. Large Company Portfolio is described;

(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to
the bylaws, the form of investment advisory agreement, specimen stock
certificate, all of which pertain to The U.S. Large Company Portfolio;
and

(i) the Administration and Accounting Services Agreement between
the parties dated as of June 19, 1989; and

(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.

2. The Agreement hereby is amended effective February 26, 1990 by:

(a) adding the following sentence immediately after the second
sentence of Section 1, "As of February 26, 1990, the Fund delivered a
Prospectus dated February 26, 1990 to PFPC wherein a new class or
series of Fund shares, designated "The U.S. Large Company Portfolio",
is described and the parties agree that the terms of this Agreement
shall apply to the eight Portfolios described in such Prospectus.";

(b) adding the following words, "as amended February 26, 1990"
after the word "1989" in Section 2.(k);

(c) deleting the words, "April 1, 1989," and inserting in lieu
thereof the words, "February 26, 1990" in section 5.(d); and

(d) deleting the following words, "April 1, 1989" where they
appear in section 7 and inserting in lieu thereof, "February 26,
1990"; and

(e) adding a new sentence immediately following the second
sentence of Section 19 as follows: "The foregoing provisions of this
Section 19 notwithstanding, this Agreement shall remain in effect in
respect of The U.S. Large Company Portfolio for a period of 18 months
commencing on February 26, 1990 and, thereafter, may be terminated by
either party upon not less than 180 days prior written notice to the
other party." 3. The Fee Schedule of PFPC applicable to The U.S. Large
Company Portfolio 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 One 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.

Attest: Jeanne Sinquefield By Michael T. Scardina
------------------ -------------------

PROVIDENT FINANCIAL
PROCESSING CORPORATION

Attest: Morton B. Comer By: Vincent J. Cianardini
--------------- ---------------------

<PAGE>

TRANSFER AGENCY SERVICES AGREEMENT
AMENDMENT NUMBER TWO

THIS AGREEMENT is made as of the 24th, day of September, 1990 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PROVIDENT FINANCIAL PROCESSING CORPORATION (NPFPCN), 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, investment company
diversified 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 an Administration and Transfer Agency Services Agreement
dated as of June 19, 1989 and amended on February 26, 1990 (the "Agreement")
which, as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989 and the Portfolio
added on February 26, 1990; and

WHEREAS, the Fund has since organized two new Portfolios,
designated "DFA Global Bond Portfolio" and "DFA Intermediate Government Bond
Portfolio", and the parties hereto desire that PFPC shall provide such
Portfolios with the same services that PFPC provides to the seven 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 18 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on September 24, 1990, wherein DFA Global Bond Portfolio and DFA
Intermediate Government Bond Portfolio are described;

(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio; and

(i) the Administration and Accounting Services Agreement
between the parties dated as of June 19, 1989; and

(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.

2. The Agreement hereby is amended effective September 24, 1990 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of September 24, 1990, the Fund delivered
to PFPC a Prospectus dated September 24, 1990 wherein two new classes or
series Fund of shares designated "DFA Global Bond Portfolio" and "DFA
Intermediate Government Bond Portfolio", are described and the parties agree
that the terms of this Agreement shall apply to the nine Portfolios described
in such Prospectus.";

(b) adding the following words, and as amended "September 24,
1990" after the words, "as amended February 26, 1990" in section 2(k) therein;

(c) deleting the following words, "February 26, 1990" and
inserting in lieu thereof, "September 24, 1990" in Section 5(d);

(d) deleting the following words, "February 26, 1990",, where
they appear in Section 7 and inserting in lieu thereof, "September 24, 199O";
and

(e) adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this
Section 19 notwithstanding, this Agreement with respect to the DFA Global Bond
Portfolio and the DFA Intermediate Government Bond 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 DFA Global Bond
Portfolio and the DFA Intermediate Government Bond Portfolio 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 Two 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: Deborah J. Ferris
-----------------

PROVIDENT FINANCIAL
PROCESSING CORPORATION

By: Joseph Gramlich
---------------

<PAGE>

TRANSFER AGENCY AGREEMENT

AMENDMENT NUMBER THREE

THIS AGREEMENT is made as of the 2nd day of April, 1991 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and 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 amended on February 26, 1990 and September 24, 1990 (the
"Agreement") which, as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
added on February 26, 1990 and the two Portfolios added on September 24,
1990; and

WHEREAS, the Fund has since organized two new Portfolios,
designated "The Asia-Australia Small Company Portfolio" and "The Large Cap
International Portfolio", and the parties hereto desire that PFPC shall
provide such Portfolios with the same services that PFPC provides to the
other nine 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 19 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on April 2, 1991, wherein The Asia-Australia Small Company
Portfolio and The Large Cap International Portfolio are described;

(b) The exhibits to such post-effective amendment
consisting of Articles Supplementary to the Articles of Incorporation,
amendments to the bylaws, the form of investment advisory agreements,
specimen stock certificates, all of which pertain to The Asia-Australia Small
Company Portfolio and The Large Cap International Portfolio; and

<PAGE>

(c) Amendment Number Three dated April 2, 1991 of the
Administration and Accounting Services Agreement between the parties dated as
of June 19, 1989.

2. The Agreement hereby is amended effective April 2, 1991 by:

(a) adding the following sentence immediately after the
third sentence of Section 1 therein, "As of April 2, 1991, the Fund delivered
to PFPC a Prospectus dated April 2, 1991 wherein two new classes or series of
shares designated "The Asia-Australia Small Company Portfolio" and "The Large
Cap International Portfolio"', are described and the parties agree that the
terms of this Agreement shall apply to the eleven Portfolios described in
such Prospectus.";

(b) adding the following words, "and as amended April 2,
1991" after the words, "as amended September 24, 1990" in Section 2 (k)
therein;

(d) deleting the following words, "September 24, 1990",
where they appear in Section 7 and inserting in lieu thereof, "April 2,
1991"; and

(e) adding a new sentence immediately following the
third sentence of Section 19 as follows: "The foregoing provisions of this
Section 19 notwithstanding, this Agreement with respect to The Asia-Australia
Small Company Portfolio and The Large Cap International 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
Asia-Australia Small Company Portfolio and The Large Cap International
Portfolio 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 Three 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: Deborah J. Ferris
-----------------

PROVIDENT FINANCIAL PROCESSING CORPORATION

BY: (signature)
-----------

<PAGE>

TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER FOUR

THIS AGREEMENT is made as of the 6th, day of March, 1992 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
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 diversified 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 Transfer Agency Agreement dated as of June 19, 1989 and
amended on February 26, 1990, September 24, 1990 and April 2, 1991 (the
"Agreement") which, as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989 and the Portfolio
added on February 26, 1990, the two Portfolios added on September 24, 1990 and
the two Portfolio added on April 2, 1991; and

WHEREAS, the Fund has since organized a new Portfolio, designated "The U.S.
6-10 Small Company Portfolio" (the "New Portfolio") , and the parties hereto
desire that PFPC shall provide such Portfolio with the same services that PFPC
provides to the other eleven 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 20 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on March 6, 1992, wherein the New Portfolio is described;

(b) The exhibits to such post-effective amendment consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to the New Portfolio; and

<PAGE>

the Administration and Accounting Services Agreement between
the parties dated as of June 19, 1989.

(d) Amendment Number Three dated March 6, 1992 of the Custody
Agreement between the Parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective March 6, 1992.

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of March 6, 1992, the Fund delivered to PFPC
a Prospectus dated March 6, 1992 wherein a new class or series of Fund shares
designated "The U.S. 6-10 Small Company Portfolio" is described and the parties
agree that the terms of this Agreement shall apply to the twelve Portfolios
described in such Prospectus.";

(b) adding the following words, "and as amended March 6, 1992"
after the words, "as amended April 2, 1991" in Section 2 (K) therein;

(d) deleting the following words, "April 2, 1991", where they
appear in Section 7 and inserting in lieu thereof, "March 6, 1992"; and

(e) adding a new sentence immediately following the third sentence of
Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to The U.S. 6-10 Small Company
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 Portfolio 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
four 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: Michael T. Scardina
-------------------

PROVIDENT FINANCIAL PROCESSING CORPORATION

By: Joseph Gramlich
---------------

<PAGE>

TRANSFER AGENCY AGREEMENT

AMENDMENT NUMBER SIX

THIS AGREEMENT is made as of the 14th day of May, 1993 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
amended on February 26, 1990, September 24, 1990, April 2, 1991, March 6, 1992
and September 21, 1992 (the "Agreement") which, as of the date hereof, is in
full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
added on February 26, 1990, the two Portfolios added on September 24, 1990, the
two Portfolios added on April 2, 1991, the Portfolio added on March 6, 1992 and
the three Portfolios

<PAGE>

added on September 21, 1992; and

WHEREAS, the Fund has since organized one new Portfolio, designated
the "DFA International High Book to Market Portfolio" (the "New Portfolio"), and
the parties hereto desire that PFPC shall provide the New Portfolio with the
same services that PFPC provides to the other fifteen 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 27 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on May 14, 1993, wherein the New Portfolio is described;

(b) The exhibits to such post-effective amendment consisting of
the form of investment advisory and client service agent agreements and specimen
stock certificate, all of which pertain to the New Portfolio; and

-2-
<PAGE>

parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective May 14, 1993 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of May 14, 1993, the Fund delivered to PFPC a
Prospectus dated May 14, 1993 wherein a new class of Fund shares designated the
"DFA International High Book to Market Portfolio" is described and the parties
agree that the terms of this Agreement shall apply to the sixteen Portfolios
described in such Prospectus.";

(b) adding the following words, "and as amended May 14, 1993"
after the words, "as amended September 21, 1992" in Section 2(k);

(d) deleting the following words, "September 21, 1992", where
they appear in Section 7 and inserting in lieu thereof, "May 14, 1993"; and

(e) adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to the DFA International High Book
to Market 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 Portfolio
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 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: /s/ Irene R. Diamant
-----------------------------------------------
Vice President

PFPC INC.

By: /s/ Joseph Gramlich
-----------------------------------------------

-4-

<PAGE>

TRANSFER AGENCY AGREEMENT

AMENDMENT NUMBER NINE

THIS AGREEMENT is made as of the 20th day of December, 1994 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 nineteen
existing Portfolios of the Fund; and

WHEREAS, the Fund has since organized one new Portfolio, designated
the "DFA International Small Cap Value Portfolio" (the "New Portfolio"), and the
parties hereto desire that PFPC shall provide the New Portfolio with the same
services

<PAGE>

that PFPC provides to the other nineteen 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 31 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994, wherein the New Portfolio is described;

(b) The exhibits to such post-effective amendment, including the
form of investment advisory agreement and specimen stock certificate with
respect to the New Portfolio; and

(c) Amendment Number Nine dated December 20, 1994 of the
Administration and Accounting Services Agreement between the parties dated as of
June 19, 1989.

2. The Agreement hereby is amended effective December 20, 1994
by:
(a) adding the following sentence immediately

-2-
<PAGE>

after the third sentence of Section 1 therein, "As of December 20, 1994, the
Fund delivered to PFPC a Prospectus dated December 20, 1994 wherein a new class
of Fund shares designated the "DFA International Small Cap Value Portfolio" is
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 third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to the DFA International Small Cap
Value 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 Portfolio
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.

-3-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Nine 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>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 19th day of June, 1989 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
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, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund wishes to retain PFPC to provide certain administration
and accounting services, and PFPC is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints PFPC to provide certain
administration and accounting services to the Fund for the period and on the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 12 of this Agreement. The Fund presently issues seven series or
classes of shares-which are described in the Prospectus delivered to PFPC
herewith and may from time to time issue additional series or classes or
classify and reclassify shares of such series or class. Hereinafter each such
class shall be referred to as a "Portfolio." The records, notices, reports and
services provided by PFPC hereunder shall be prepared, kept, maintained and
furnished by PFPC in respect of each Portfolio of the Fund existing on the date
hereof, and any Portfolio(s) organized by the Fund after the date hereof as
agreed to in writing by the Fund and PFPC.

2. DELIVERY OF DOCUMENTS. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:

(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of PFPC to provide certain administration and accounting services to
the Fund and approving this Agreement;

<PAGE>

(b) Appendix A identifying and containing the signatures of the Fund's
officers and other persons authorized to issue Oral Instructions and to sign
Written Instructions, as hereinafter defined, on behalf of the Fund;

(c) The Fund's Articles of Incorporation filed with the Maryland
Department of Assessments and Taxation on June 15, 1981 and all amendments
thereto (such Articles of Incorporation as presently in effect and as they shall
from time to time be amended, are herein called the "Charter");

(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called "By-Laws");

(e) The current Investment Advisory Agreements with Dimensional Fund
Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreements");

(f) The current Sub-Advisory Agreements between Dimensional Asset
Management Ltd. and The Nomura Securities Investment Trust Management Co. Ltd.
(the "Sub-Advisory Agreements");

(g) The current Distribution Agreement between the Fund and DFA Securities
Inc. (the "Distribution Agreement");

(h) The Custodian Agreement between Provident National Bank ("Provident")
and the Fund dated as of June 19, 1989 (the "Custodian Agreement");

(i) The Transfer Agency Agreement between Provident Financial Processing
Corporation and the Fund dated as June 19, 1989 (the "Transfer Agency
Agreement");

(j) The Fund's most recent Registration Statement on Form N-1A under the
Securities Act of 1933 ("the 1933 Act") (File No. 2-73948) and under the 1940
Act, as filed with the SEC on February 1, 1989 relating to Shares of the Fund's
Common Stock (hereinafter "Shares"), $.0l par value, and all amendments thereto;
and

(k) The Fund's most recent prospectus or prospectuses ind Statements of
Additional Information relating to the Portfolios (such prospectuses and all
amendments and supplements to such Prospectus and Statement of Additional
Information are herein called the "Prospectus").

The Fund will furnish PFPC from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.

3. DEFINITIONS.

(a) "Authorized Person". As used in this Agreement, the term "Authorized
Person" means any officer of the Fund and any other person, whether or not any
such person is an officer or employee of the Fund, duly authorized by the Board
of Directors of the Fund to give Oral and Written InstructionB on behalf of the
Fund and listed on Appendix A listing persons duly authorized to give Oral and
Written Instructions on behalf of the Fund as may be received by PFPC from time
to time.

<PAGE>

(b) "Oral INSTRUCTIONS As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.

(c) "WRITTEN Instructions". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by
PFPC, signed by two Authorized Persons. Written Instructions include
electronic transmissions properly originated and confirmed by the Fund.

(d) "AFFILIATE . As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.

4. INSTRUCTIONS CONSISTENT WITH CHARTER, ETC.

(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral and Written Instructions. Although PFPC may know of the provisions of the
Charter and By-Laws of the Fund, PFPC may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter or By-Laws or any vote, resolution or proceeding of
the Shareholders, or of the Board of Directors, or of any committee thereof.

(b) PFPC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by PFPC from the Fund, the Advisor or a
Sub-Advisor and any Affiliate, provided such Affiliate has not acted negligently
(unless such an Affiliate has received and transmitted erroneous instructions
received from an Authorized Person who is not an Affiliate), pursuant to this
Agreement. The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions in such manner that the Written Instructions are received by
PFPC, whether by hand delivery, telex, facsimile sending device or otherwise, by
the close of business of the same day that such Oral Instructions are given to
PFPC. The Fund agrees that the fact that such confirming Written Instructions
are not received by PFPC shall in no way affect the validity of the transactions
or enforceability of the transactions authorized by the Fund by giving Oral
Instructions. The Fund agrees that PFPC shall incur no liability to the Fund in
acting upon Oral Instructions given to PFPC by the Fund, the Advisor or a
Sub-Advisor hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.

5. SERVICES ON a CONTINUING BASIS.

(a) In preparing the accounting records of the Fund, PFPC shall
comply with generally accepted accounting principles (GAAP) or with an
alternative method described in Written Instructions provided that such
alternative method is not unreasonable and would not be burdensome to PFPC.
PFPC will perform the following accounting services for the Fund on an ongoing
or a daily basis, as appropriate, it being

<PAGE>

understood that the services provided hereunder shall be provided on a per
Portfolio basis in a manner that properly identifies the Portfolio as to which
such services relate:

(1) On a daily basis, journalize the Fund's investment,
capital share and income and expense activities and post to the general
ledger;

(2) Verify with the custodian, investment buy/sell trade
tickets which may be sent electronically via modem from the Advisor or a
designated Sub-Advisor, and which may include securities acquired for Fund
shares when received from the Advisor or any Sub-Advisor designated in
writing by the Advisor, transmit verified trades to the Fund's custodian for
proper settlement, and PFPC shall promptly notify the Advisor or Sub-Advisor
(as appropriate) of any trades received which have not been so verified;

(3) Maintain individual ledgers for investment securities;

(4) Maintain historical tax lots for each security;

(5) Reconcile cash and investment balances with the
custodian, and provide the Advisor and any Sub-Advisor designated by the
Advisor with the beginning cash balances available for investment purposes;

(6) Update the cash availability and projected
receivables/payables throughout the day as required by the Advisor and any
Sub-Advisor designated in writing by the Advisor and direct the custodian to
invest idle cash in repurchase agreements, and/or registered investment
companies, and/or in other liquid investments as mutually agreed upon in
accordance with the Written Instructions of the Advisor or such Sub-Advisor;

(7) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;

(8) Calculate various contractual expenses (e.g., advisory
and custody fees) and confirm to the Fund the amounts paid by the Fund in
respect of such contracts as provided for therein;

(9) Monitor the expense accruals and notify Fund management
of any proposed adjustments;

(10) Control all disbursements and authorize such
disbursements upon Written Instructions;

(11) Calculate capital gains and losses;

(12) Determine net income;

(13) Obtain security market quotes and foreign currency
exchange rates from independent pricing services approved by the Fund, or if
such quotes are unavailable, then obtain such prices from, or in accordance
with the directions of, the Advisor or a Sub-Advisor, and in either case
calculate the market value of the Fund's investments;

<PAGE>

(14) Transmit or mail a copy of the daily portfolio valuations
and a listing of acquisitions and dispositions of securities of the Fund and, as
of each month-end, transmit or mail a floppy diskette reflecting securities
holdings to the Advisor and any Sub-Advisor designated by the Advisor hereunder;

(15) Consistent with the requirements of the prospectus dated
April 9, 1989 or Written Instructions which change those requirements, compute
the net asset values and, where applicable, the public offering prices of the
Portfolios and promptly report thereon to NASDAQ and the custodian;

(16) Compute, and report to the Fund, each Portfolio's yields,
total return, expense ratios, portfolio turnover rate, and, portfolio average
dollar-weighted maturity; and

(17) Compute amounts of foreign currency needed to settle foreign
securities transactions, and in accordance with Written Instructions, enter into
forward currency contracts with banks and brokers.

(b) In addition to the accounting services described in the foregoing
Paragraph 5(a), PFPC will:

(1) Prepare monthly financial statements, which will include the
following items (the form and content of such statements shall be in accordance
with generally accepted accounting principles):

Schedule of Investments
Statement of Assets and Liabilities
Statement of Shareholders' Equity
Statement of Operations
Statement of Changes in Net Assets Cash Statement
Schedule of Capital Gains and Losses;

(2) Prepare quarterly broker security transactions summaries,
including monthly reports of brokerage commissions paid setting forth such
information as the Fund may reasonably request and as to which the parties may
agree;

(3) Prepare monthly security transaction listings;

(4) Supply various Fund statistical data and reports as requested by
the Fund on an ongoing basis including the reports set forth on Schedule A
hereto;

(5) Prepare for execution and file the Fund's Federal and state
income tax returns, Federal Excise Tax returns, tax returns for the States of
Maryland and California and any supporting schedules to such returns and assist
the Fund in determining the amount, types and timing of dividend and capital
gains distributions necessary for each Portfolio to avoid being required to pay
Federal Income or Excise taxes on its income and gains;

(6) Assist in the preparation of and file the Fund' s Semi-Annual
Reports with the SEC on Form N-SAR;

<PAGE>

(7) Assist in the preparation of and file with the SEC the Fund's
annual, semi-annual, and quarterly Shareholder reports;

(8) Assist in the preparation of registration Statements on Form N-lA
and other filings relating to the registration of Shares;

(9) Monitor and report monthly to the Fund's Board each Portfolio's
status as a regulated investment company under Sub-chapter M of the Internal
Revenue Code of 1986, as amended;

(10) In the event that any securities transaction of the Covered
Portfolios, as defined in the Custodian Agreement, fails to settle in accordance
with Written or Oral Instructions, PFPC shall promptly notify the Advisor or
Sub-Advisor;

(11) Monitor each Portfolio's securities POS3'.tions to determine
whether, with respect to 75 percent of the value of each Portfolio's total
assets, more than 5 percent of the value of each Portfolio's total assets are
invested in any one issuer and, if so, alert the Fund as soon as practicable of
such circumstances.

6. RECORDS. PFPC shall keep the following records:

(a) all books and records with respect to the Fund's books of
account, including without limitation those required by rule 31a-I under the
1940 Act (except paragraphs b(4) and (9) and records necessary to support
each Portfolio's tax returns; and

(b) records of the Fund's securities and exchange listed financial
futures and forward currency transactions. The books and records pertaining
to the Fund which are in the possession of PFPC shall be the property of the
Fund and shall be returned to the Fund or its designee upon request. Such
books and records shall be prepared and maintained as required by the 1940
Act and other applicable laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and
records at all times during PFPC's normal business hours. Upon the request
of the Fund, copies of any such books and records shall be provided by PFPC
to the Fund or the Fund's authorized designee or representative at the Fund's
expense.

7. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the
Fund's independent public accountants and shall provide them with account
analyses, fiscal year summaries,-and such other information, including audit
related schedules as may be necessary to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as such may be required by the Fund from time to time.

8. CONFIDENT. PFPC agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the Fund
and its prior, present or potential Shareholders or relative to the Advisor,
the Sub-Advisors or Distributor and their prior, present or potential
customers, except, after prompt prior notification to and approval in writing
by the Fund, which approval may not be withheld where PFPC reasonably
believes that it may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.

9. In the event of equipment failures beyond PFPC's control, PFPC shall,
at no additional expense to the Fund, promptly notify the Fund and take prompt,
reasonable steps to minimize service interruptions

<PAGE>

but shall have no liability with respect thereto except, at its own expense, to
reconstruct any records of the Fund that PFPC is required to prepare and
maintain hereunder. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. An equipment failure shall be beyond PFPC's control if it results
from one or more of the events described in the last sentence of the first
paragraph of Paragraph 14 hereunder.

10. RIGHT TO RECEIVE ADVICE. PFPC shall be protected in any action or
inaction that PFPC takes in reliance on advice of PFPC's counsel. PFPC shall
promptly notify the Fund of the receipt of such advice within a reasonable time.

11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA,
and any laws, rules and regulations of governmental authorities having
jurisdiction.

12. COMPENSATION. As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from
time-to time by the Fund and PFPC.

13. INDEMNIFICATION. (a) The Fund agrees to indemnify and hold harmless
PFPC and its sub-contractors from all taxes, charges, expenses (except expenses
that are inherent to its duties hereunder), assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, the CEA, and any state and
foreign securities and blue sky laws, all as or to be amended from time to
time), including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which
PFPC takes or does or omits to take or do (i) at the request or on the direction
of or in reliance on the advice of the Fund or the Fund's counsel on behalf of
the Fund or (ii) upon Oral or Written Instructions provided by the Fund, the
Advisor or any Sub-Advisor or any Affiliate, provided such Affiliate has not
acted negligently (unless such an Affiliate has received and transmitted
erroneous instructions received from an Authorized Person that is not an
Affiliate), provided, that neither PFPC nor any of its sub-contractors shall
be indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's own misfeasance, bad faith, negligence or
disregard of its duties and obligations under this Agreement.

(b) PFPC shall not pay or settle any claim, demand, expense or
liability in respect of which PFPC is entitled to be indemnified pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund. PFPC shall notify the Fund promptly of receipt of
notification of an Indemnifiable Claim. Unless the Fund notifies PFPC within 30
days of receipt of Written Notice of such Indemnifiable Claim that the Fund does
not intend to defend such Indemnifiable Claim, the Fund shall defend PFPC from
such Indemnifiable Claim. The Fund shall have the right to defend any
Indemnifiable Claim at its own expense, such defense to be conducted by counsel
selected by the Fund. Further, PFPC may join the Fund in such

<PAGE>

defense at PFPC's own expense, but to the extent that it shall so desire, the
Fund shall direct such defense. If the Fund shall fail or refuse to defend, pay
or settle an Indemnifiable Claim, PFPC, at the Fund's expense consistent with
the limitations concerning attorney's fees expressed in Paragraph 13(a) hereof,
may provide its own defense.

14. RESPONSIBILITY OF PFPC. PFPC hereby represents that it is experienced
in the provision of the services covered by this Agreement. In the performance
of its duties hereunder, PFPC shall be obligated to exercise due care and
diligence and to act in a timely manner and good faith to assure the accuracy
and completeness of all services performed under this Agreement. PFPC shall be
under no duty to take any action on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by PFPC in writing. PFPC
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 PFPC's conduct shall be the
care that would be exercised by a similarly situated service provider, supplying
substantially the same services under substantially the same circumstances.
Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond
its control, provided that PFPC has acted in accordance with the provisions of
this Agreement and the standard of care set forth above and provided further
that PFPC shall only be responsible for that portion of losses or damages
suffered by the Fund attributable to the negligence of PFPC. Losses shall be
beyond PFPC's control if they result from or occur because of delays or errors
or loss of data provided by persons other than PFPC, its affiliates or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure resulting from forces external to the premises of PFPC
or its Affiliates, flood or catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply external
to the premises of PFPC or its Affiliates and such other circumstances beyond
PFPC's control. Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of the validity or invalidity or authority or
lack thereof of any Oral or Written Instruction received from the Fund, the
Advisor or a Sub-Advisor-designated hereunder or an Affiliate, provided such
Affiliate has not acted negligently (unless such an Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine, PFPC shall have no liability to the Fund for any losses or damages, the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.

15. DURATION AND TERMINATION. This Agreement shall continue in effect for
one year from the date hereof. This agreement may be terminated by either party
on or after the first anniversary hereof upon not less than 180 days prior
written notice to the other party. The foregoing conclusions notwithstanding,
either party may terminate this Agreement in the event of a material breach of
the terms hereof after written notice to the other party of such breach and a
reasonable time for cure of such breach, unless such breach is not curable and,
in such

<PAGE>

circumstances, this Agreement shall terminate, at the option of the injured
party, three months after the date such notice is given.

<PAGE>

16. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to PFPC at
PFPC's address, Bedford Building, 3531 Silverside Road, Wilmington, Delaware
19810; (b) if to the Fund, at the address of the Fund; or (c) if to neither of
the foregoing, at such other address as shall have been notified to the sender
of any such Notice or other communication. All postage, cable, telex, or
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.

17. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
18. 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.

19. DELEGATION. On thirty (30) days prior written notice to the
Fund, PFPC may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Provident National Bank or PNC
Financial Corp provided that (i) the delegate agrees with PFPC to comply with
all relevant provisions of this Agreement and applicable law; and (ii) PFPC and
such delegate shall promptly provide such information as the Fund may request,
and respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate. In the event
of such delegation, PFPC shall remain liable under this Agreement.

20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

21. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Written and/or Oral Instructions. 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 deemed to be a contract made in Delaware and
governed by Delaware law. 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.

<PAGE>

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 by their officers designated below on the day and year first above
written.

[SEAL]

DFA INVESTMENT DIMENSIONS
GROUP INC.

Attest: Deborah L. Ferris By: Jeanne Cairns Sinquefield
----------------- -------------------------
Vice President Executive Vice President

[SEAL]
PROVIDENT FINANCIAL
PROCESSING CORPORATION

By: Eugene P. Grace By: Martin B. Comer, President
--------------- --------------------------
SR. Vice President

<PAGE>

Exhibit A - Administrative Service Agreement

Following is a list of statistics and special reports to be produced by PFPC in
connection with the administrative services agreement with DFA Investment
Dimensions Group Inc.:

Report or Statistic Frequency
- ------------------- ---------

a. Expense ratio analysis Monthly

b. Brokerage commission report and
affiliated brokerage report Quarterly/Annually

Year-to-date daily net asset
value per share listing by portfolio Monthly

c. Statistical package Monthly

d. Listing of securities for which
quotations are not readily available
(for Board meetings) Quarterly

e. Split bill report Quarterly

f. Breakdown of net asset value per
share for the Continental Small Company Weekly & Monthly

<PAGE>

INDEX

Paragraph . . . . . . . . . . . . . . . . . . . . . . . Page

1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . 2
3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Instructions Consistent with Charter,
Declaration, etc. . . . . . . . . . . . . . . . . . . . . . 5
5. Services on a Continuing Basis . . . . . . . . . . . . . . . . . 6
6. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7. Liaison With Accountants . . . . . . . . . . . . . . . . . . . . 12
5. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 12
9. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . 12
10. Right to Receive Advice. . . . . . . . . . . . . . . . . . . . . 14
11. Compliance with Governmental Rules and Regulations . . . . . . . 14
12. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 14
13. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 14
14. Responsibility of PFPC . . . . . . . . . . . . . . . . . . . . . 16
15. Duration and Termination . . . . . . . . . . . . . . . . . . . . 18
16. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
17. Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . 19
18. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
19. Assignment; Delegation . . . . . . . . . . . . . . . . . . . . . 20
20. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 20
21. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER ONE

THIS AGREEMENT is made as of the 26th day of February, 1990 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
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, diversified 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 (the "Agreement") which, as of the date
hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to the seven Portfolios of
the Fund that were in existence on June 19, 1989; and

WHEREAS, the Fund has since organized a new Portfolio, designated "The U.S.
Large Company Portfolio", and the parties hereto desire that PFPC shall provide
such Portfolio with the same services that PFPC provides to the seven 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:

(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of

<PAGE>

investment advisory agreement, specimen stock certificate, all of which
pertain to The U.S. Large Company Portfolio; and

(i) the Transfer Agency Agreement between the parties dated as
of June 19, 1989; and

(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.

2. The Agreement hereby is amended effective February 26, 1990 by:

(a) adding the following sentence immediately after the second
sentence of Section 1 therein, "As of February 26, 1990, the Fund delivered to
PFPC a Prospectus dated February 26, 1990 wherein a new class or series Fund of
shares designated "The U.S. Large Company Portfolio", is described and the
parties agree that the terms of this Agreement shall apply to the eight
Portfolios described in such Prospectus.";

(b) adding the following words, "as amended February 26, 1990" after
the word "1989" in Section 2(j) therein;

(c) deleting the following words, "April 9, 1989" and inserting-in
lieu thereof, "February 26, 1990" in Section 5 (a) (15) ; and

(d) adding a new sentence immediately following the second sentence
of Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement shall remain in effect in respect of The U.S.
Large Company Portfolio for a period of 18 months commencing on February 26,
1990 and, thereafter, may be terminated by either party upon not less than 180
days prior written notice to the other party."

3. The Fee Schedule of PFPC applicable to The U.S. Large Company
Portfolio 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.

<PAGE>

DFA INVESTMENT DIMENSIONS
GROUP INC.

Attest: Jeanne Sinquefield By: Michael Scardina
------------------ ----------------

PROVIDENT FINANCIAL
PROCESSING CORPORATION

Attest: Martin B. Comer By: Vincent J. Cianardini
--------------- ---------------------

<PAGE>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER TWO

THIS AGREEMENT is made as of the 24, day of September, 1990 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation,
which is indirect wholly-owned subsidiary of PNC-Financial Corp.

W I TN E S S E T H :

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and

WHEREAS, the Fund has retained Provident to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated as of June 19, 1989 and amended on February 26, 1990 (the
"Agreement") which, as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 190, 1989 and the
Portfolio which was added on February 26, 1990; and

WHEREAS, the Fund has since organized two new Portfolios, designated and
DFA Intermediate Government Bond Portfolio', and the parties hereto desire that
PFPC shall provide such Portfolios with the same services that PFPC provides to
the seven 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:

<PAGE>

(a) post-effective amendment number 18 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
September 24, 1990, wherein DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio is are described;

(b) The exhibits to SUCH post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to the DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio; and

(i) the Transfer Agency Agreement between the parties dated as
of June 19, 1989; and

(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.

2. The Agreement hereby is amended effective September 24, 1990 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of September 24, 1990, the Fund delivered to
PFPC a Prospectus dated September 24, 1990 wherein two new classes or series
Fund of shares designated "DFA Global Bond Portfolio" and "DFA Intermediate
Government Bond Portfolio", are described and the parties agree that the terms
of this Agreement shall apply to the nine Portfolios described in such
Prospectus.";

(b) adding the following words, and as amended "September 24, 1990"
after the words, "as amended February 26, 1990" in section 2(j) therein;

(c) deleting the following words, "February 26, 1990" and inserting
in lieu thereof, "September 24, 1990" in Section 5(a)(15); and

(d) adding a new sentence immediately following the third sentence of
Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to the DFA Global Bond Portfolio
and the DFA Intermediate Government Bond 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 DFA Global Bond Portfolio
and the DFA Intermediate Government Bond Portfolio 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.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
Two to the Agreement to be executed by their duly authorized officers below on
the day and year first above written.

DFA INVESTMENT DIMENSIONS
GROUP INC.

By: Deborah J. Ferris
-----------------

PROVIDENT FINANCIAL
PROCESSING CORPORATION

By: Joseph T. Gramlich
------------------

<PAGE>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER THREE

THIS AGREEMENT is made as of the 2nd, day of April, 1991 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
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 amended on February 26, 1990 and
September 24, 1990 (the "Agreement") which, as of the date hereof, is in full
force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
which was added on February 26, 1990 and two Portfolios which were added on
September 24, 1990; and

WHEREAS, the Fund has since organized two new Portfolios, designated "The
Asia-Australia Small Company Portfolio" and "The Large Cap International
Portfolio", and the parties hereto desire that PFPC shall provide such
Portfolios with the same services that PFPC provides to the other nine
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 19 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
April 2, 1991, wherein The Asia-Australia Small Company Portfolio and The Large
Cap International Portfolio are described;

(b) The exhibits to such post-effective amendment consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory

<PAGE>

agreements, specimen stock certificates, all of which pertain to The Asia-
Australia Small Company Portfolio and The Large Cap International Portfolio; and

(c) Amendment Number Three dated April 2, 1991 of the Transfer Agency
Agreement between the parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective April 2, 1991 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of April 2, 1991, the Fund delivered to PFPC
a Prospectus dated April 2, 1991 wherein two new classes or series of shares
designated "The Asia-Australia Small Company Portfolio" and "The Large Cap
International Portfolio", are described and the parties agree that the terms of
this Agreement shall apply to the eleven Portfolios described in such
Prospectus.";

(b) adding the following words, "and as amended April 2, 199"1 after
the words, "as amended September 24, 1990" in Section 2 (j) therein;

(c) deleting the following words, "September 24, 1990" and inserting
in lieu thereof, "April 2, 1991" in section 5(a)(15); and

(d) adding a new sentence immediately following the third sentence of
Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to The Asia-Australia Small Company
Portfolio and The Large Cap International Portfolio shall 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 Asia-Australia Small
Company Portfolio and The Large Cap International Portfolio 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
Three 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: Deborah J. Ferris
-----------------

PROVIDENT FINANCIAL PROCESSING CORPORATION

By: Joseph Gramlich
---------------

<PAGE>

ADMINISTRATION AND ACCOUNTING'SERVICES AGREEMENT

AMENDMENT NUMBER FOUR

THIS AGREEMENT is made as of the 6th, day of March, 1992 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund")., and
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 Investment diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Fund has retained Provident to provide certain
administration and accounting services pursuant to an Administration and
Accounting Services Agreement dated as of June 19, 1989 and amended on February
26, 1990, September 24, 1990, and April 2, 1991 (the "Agreement") which, as of
the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
which was added on February 26, 1990, two
Portfolios which were added on September 24, 1990 and two Portfolios which were
added on April 2, 1991; 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 to
follows:

<PAGE>

1. The Fund has delivered to PFPC copies of:

(a) post-effective amendment number 20 of the registration statement
of the Fund, as effective with the U.S. securities and Exchange Commission on
March 6, 1992 wherein the New Portfolio is described;

(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to the New Portfolio; and

(c) Amendment Number Four dated March 6, 1992 of the Transfer Agency
Agreement between the parties dated as of June 19, 1989.

(d) Amendment Number Three dated March 6, 1992 of the Custody
Agreement between the Parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective March 6, 1992 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of March 6, 1992, the Fund delivered to PFPC
a Prospectus dated March 6, 1992 wherein a new class of series of shares
designated "The U.S. 6-10 Small Company Portfolio", is described and the parties
agree that the terms of this Agreement shall apply to the twelve Portfolios
described in such Prospectus.";

(b) adding the following words, "and as amended March 6, 1992" after
the words, "as amended April 2, 1991" in Section 2(j) therein;

(c) deleting the following words, "April 2, 1991" and inserting the
lieu thereof, "March 6, 1992" in Section 5(a)(15); and

(d) adding a new sentence immediately following the third sentence of
Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to The U.S. 6-10 Small Company
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 Portfolio 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.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
Four 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: Michael T. Scardina
-------------------

PROVIDENT FINANCIAL PROCESSING CORPORATION

By: Joseph Gramlich
---------------

<PAGE>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

AMENDMENT NUMBER SIX

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 amended on February 26, 1990, September
24, 1990, April 2, 1991, March 6, 1992 and September 21, 1992 (the "Agreement")
which, as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
which was added on February 26, 1990, two

<PAGE>

Portfolios which were added on September 24, 1990, two Portfolios which were
added on April 2, 1991, the Portfolio which was added on March 6, 1992 and the
three Portfolios which were added on September 21, 1992; 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 to
follows:

1. The Fund has delivered to PFPC copies of:

(a) Post-Effective Amendment Number 27 of the registration
statement of the Fund, as effective with the U.S.

-2-
<PAGE>

Securities and Exchange Commission on May 14, 1993 wherein the New Portfolio is
described;

(c) Amendment Number Six dated May 14, 1993 of the Transfer
Agency Agreement between the parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective May 14, 1993 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of May 14, 1993, the Fund delivered to PFPC a
Prospectus dated May 14, 1993 wherein a new class of shares designated the "DFA
International High Book to Market Portfolio" is described and the parties agree
that the terms of this Agreement shall apply to the sixteen Portfolios described
in such Prospectus.";

(b) adding the following words, "and as amended May 14, 1993"
after the words, "as amended September 21, 1992" in Section 2(j) therein;

(c) deleting the following words, "September 21, 1992" and
inserting in lieu thereof, "May 14, 1993" in Section 5(a)(15); and

(d) adding a new sentence immediately following the third
sentence of Section 15 as follows: "The foregoing provisions

-3-
<PAGE>

of this Section 15 notwithstanding, this Agreement with respect to the DFA
International High Book to Market 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 Portfolio 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.

DFA INVESTMENT DIMENSIONS GROUP INC.

By: /s/ Irene R. Diamant
----------------------------------------
Vice President

PFPC INC.

By: /s/ Joseph Gramlich
----------------------------------------

-4-

<PAGE>

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER NINE

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 nineteen
existing Portfolios of the Fund; and

<PAGE>

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 to
follows:

1. The Fund has delivered to PFPC copies of:

(a) Post-Effective Amendment Number 31 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994 wherein the New Portfolio is described;

(b) The exhibits to such post-effective amendment, including the
form of investment advisory agreement and specimen stock certificate with
respect to the New Portfolio; and

-2-
<PAGE>

(c) Amendment Number Nine dated December 20, 1994 of the
Transfer Agency Agreement between the parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective December 20, 1994 by:

(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of December 20, 1994, the Fund delivered to
PFPC a Prospectus dated December 20, 1994 wherein a new class of shares
designated the "DFA International Small Cap Value Portfolio" is 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 third
sentence of Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to the DFA International Small Cap
Value 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 Portfolio
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.

-3-
<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

By: /s/ Irene R. Diamant
----------------------------------------
Vice President

PFPC INC.

By: /s/ Joseph Gramlich
----------------------------------------

-4-

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

THE DFA ONE-YEAR FIXED INCOME PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this 6th day of January, 1993, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on behalf
of The DFA One-Year Fixed Income 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 Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance

<PAGE>

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.

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.

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.

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 6th day of January, 1992.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David G. Booth
-------------------------- ---------------------------
Chairman-Chief President
Investment Officer

-4-

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

THE U.S. 6-10 SMALL COMPANY PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this 6th day of January, 1993, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on behalf
of The U.S. 6-10 Small 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:

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 Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance

<PAGE>

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 .32 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 _________, 1992.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David Booth
------------------------- -------------------------------
Chairman-Chief President
Investment Officer

-4-

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

THE U.S. LARGE CAP HIGH BOOK TO MARKET PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this 6th day of January, 1993, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on behalf
of The U.S. Large Cap 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 Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance

<PAGE>

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 .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 _________, 1992.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David Booth
--------------------------- ------------------------------
Chairman-Chief President
Investment Officer

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

THE U.S. SMALL CAP HIGH BOOK TO MARKET PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this 6th day of January, 1993, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on behalf
of The U.S. Small Cap 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 Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance

<PAGE>

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 .30 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 6th day of January, 1992.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By: /s/ Rex A. Sinquefield By: /s/ David Booth
--------------------------- ----------------------
Chairman-Chief President
Investment Officer

-4-

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 48 (File No. 2-73948) under the Securities Act of 1933 and Post-Effective
Amendment No. 49 (File No. 811-3258) under the Securities Act of 1940 to the
Registration Statement on Form N-1A of the DFA Investment Dimensions Group Inc.
of our reports for The U.S. 9-10 Small Company, The U.S. 6-10 Small Company, The
U.S. Large Company, The Enhanced U.S. Large Company, The U.S. 6-10 Value, The
U.S. Large Cap Value, The DFA Real Estate Securities, The Japanese Small
Company, The Pacific Rim Small Company, The United Kingdom Small Company, The
Continental Small Company, The International Small Company, The RWB/DFA
International High Book to Market, The Emerging Markets, The Large Cap
International, The DFA International Small Cap Value, The DFA Intermediate
Government Fixed Income, The DFA One-Year Fixed Income, The DFA Five-Year
Government Fixed Income, The DFA One-Year Fixed Income, The DFA Five-Year
Government, The DFA Two-Year Global Fixed Income, The DFA Global Fixed Income
Portfolio, The VA Small Value Portfolio, The VA Large Value Portfolio, The VA
International Value Portfolio, The VA International Small Portfolio, The VA
Short-Term Fixed Portfolio and The VA Global Bond Portfolio, collectively, the
Portfolios, dated January 16, 1998 on our audits of the financial statements and
financial highlights of the Portfolios of the DFA Investment Dimensions Group
Inc. as of November 30, 1997 and for the respective periods then ended, which
reports are included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other
Information" and "Financial Statements" in the Statement of Additional
Information.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 27, 1998

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 01
<NAME> US 9-10 SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 1150357759
<INVESTMENTS-AT-VALUE> 1527027485
<RECEIVABLES> 4905420
<ASSETS-OTHER> 38675
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1531971580
<PAYABLE-FOR-SECURITIES> 20805355
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1739052
<TOTAL-LIABILITIES> 22544407
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 903342452
<SHARES-COMMON-STOCK> 107861234
<SHARES-COMMON-PRIOR> 97378438
<ACCUMULATED-NII-CURRENT> 1699030
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 227715965
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 376669726
<NET-ASSETS> 1509427173
<DIVIDEND-INCOME> 8606919
<INTEREST-INCOME> 1222709
<OTHER-INCOME> 737652
<EXPENSES-NET> 7783233
<NET-INVESTMENT-INCOME> 2784047
<REALIZED-GAINS-CURRENT> 203572335
<APPREC-INCREASE-CURRENT> 117414249
<NET-CHANGE-FROM-OPS> 323770631
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2613146
<DISTRIBUTIONS-OF-GAINS> 112074937
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 22995026
<NUMBER-OF-SHARES-REDEEMED> 21718662
<SHARES-REINVESTED> 9206432
<NET-CHANGE-IN-ASSETS> 327623409
<ACCUMULATED-NII-PRIOR> 1528127
<ACCUMULATED-GAINS-PRIOR> 136218567
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6538138
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7783233
<AVERAGE-NET-ASSETS> 1307627540
<PER-SHARE-NAV-BEGIN> 12.14
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 3.01
<PER-SHARE-DIVIDEND> .03
<PER-SHARE-DISTRIBUTIONS> 1.16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.99
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 02
<NAME> DFA ONE YEAR FIXED INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 745079436
<INVESTMENTS-AT-VALUE> 752306769
<RECEIVABLES> 667856
<ASSETS-OTHER> 21598
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 752996223
<PAYABLE-FOR-SECURITIES> 448283
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311262
<TOTAL-LIABILITIES> 759545
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 748981415
<SHARES-COMMON-STOCK> 73563755
<SHARES-COMMON-PRIOR> 83412070
<ACCUMULATED-NII-CURRENT> (119715)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3852355)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7227333
<NET-ASSETS> 752236678
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 45390340
<EXPENSES-NET> 921355
<NET-INVESTMENT-INCOME> 44468985
<REALIZED-GAINS-CURRENT> (152577)
<APPREC-INCREASE-CURRENT> (1625689)
<NET-CHANGE-FROM-OPS> 42690719
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 44616004
<DISTRIBUTIONS-OF-GAINS> 81020
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 42250064
<NUMBER-OF-SHARES-REDEEMED> 55639512
<SHARES-REINVESTED> 3541133
<NET-CHANGE-IN-ASSETS> (102283878)
<ACCUMULATED-NII-PRIOR> 27304
<ACCUMULATED-GAINS-PRIOR> (3618758)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 921355
<AVERAGE-NET-ASSETS> 767742616
<PER-SHARE-NAV-BEGIN> 10.24
<PER-SHARE-NII> .59
<PER-SHARE-GAIN-APPREC> (.01)
<PER-SHARE-DIVIDEND> (.59)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.23
<EXPENSE-RATIO> .22
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 04
<NAME> JAPANESE SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 282513843
<INVESTMENTS-AT-VALUE> 114071679
<RECEIVABLES> 5386559
<ASSETS-OTHER> 6982
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 119465220
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5448223
<TOTAL-LIABILITIES> 5448223
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 285680680
<SHARES-COMMON-STOCK> 12067337
<SHARES-COMMON-PRIOR> 13985241
<ACCUMULATED-NII-CURRENT> 389105
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3642550)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (168442164)
<NET-ASSETS> 114016997
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 1884450
<EXPENSES-NET> 883261
<NET-INVESTMENT-INCOME> 1001189
<REALIZED-GAINS-CURRENT> (1544932)
<APPREC-INCREASE-CURRENT> (134973671)
<NET-CHANGE-FROM-OPS> (135472311)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 778365
<DISTRIBUTIONS-OF-GAINS> 16081569
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3243760
<NUMBER-OF-SHARES-REDEEMED> 6139581
<SHARES-REINVESTED> 977917
<NET-CHANGE-IN-ASSETS> (180103149)
<ACCUMULATED-NII-PRIOR> 307385
<ACCUMULATED-GAINS-PRIOR> 14014445
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 883261
<AVERAGE-NET-ASSETS> 202190539
<PER-SHARE-NAV-BEGIN> 21.03
<PER-SHARE-NII> .09
<PER-SHARE-GAIN-APPREC> (10.45)
<PER-SHARE-DIVIDEND> (.06)
<PER-SHARE-DISTRIBUTIONS> (1.16)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.45
<EXPENSE-RATIO> .73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 05
<NAME> DFA UNITED KINGDOM SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 103397410
<INVESTMENTS-AT-VALUE> 130935477
<RECEIVABLES> 13315
<ASSETS-OTHER> 7987
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 130956779
<PAYABLE-FOR-SECURITIES> 11727
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 54272
<TOTAL-LIABILITIES> 65999
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82414386
<SHARES-COMMON-STOCK> 4561540
<SHARES-COMMON-PRIOR> 5857666
<ACCUMULATED-NII-CURRENT> 3489594
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17325215
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 27538067
<NET-ASSETS> 130890780
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4308356
<EXPENSES-NET> 673689
<NET-INVESTMENT-INCOME> 3634667
<REALIZED-GAINS-CURRENT> 12751586
<APPREC-INCREASE-CURRENT> (4794582)
<NET-CHANGE-FROM-OPS> 11707929
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4222731
<DISTRIBUTIONS-OF-GAINS> 7613624
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 336969
<NUMBER-OF-SHARES-REDEEMED> 2073436
<SHARES-REINVESTED> 440341
<NET-CHANGE-IN-ASSETS> (35898198)
<ACCUMULATED-NII-PRIOR> 4090308
<ACCUMULATED-GAINS-PRIOR> 12166257
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 673689
<AVERAGE-NET-ASSETS> 151275316
<PER-SHARE-NAV-BEGIN> 28.47
<PER-SHARE-NII> .81
<PER-SHARE-GAIN-APPREC> 1.46
<PER-SHARE-DIVIDEND> (.73)
<PER-SHARE-DISTRIBUTIONS> (1.32)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.69
<EXPENSE-RATIO> .70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 06
<NAME> DFA FIVE-YEAR GOVERNMENT PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 203155799
<INVESTMENTS-AT-VALUE> 203066156
<RECEIVABLES> 1403385
<ASSETS-OTHER> 12001
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 204481542
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 104081
<TOTAL-LIABILITIES> 104081
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 207641886
<SHARES-COMMON-STOCK> 19718713
<SHARES-COMMON-PRIOR> 16737308
<ACCUMULATED-NII-CURRENT> 5843827
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9018609)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (89643)
<NET-ASSETS> 204377461
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11919333
<OTHER-INCOME> 0
<EXPENSES-NET> 545946
<NET-INVESTMENT-INCOME> 11373387
<REALIZED-GAINS-CURRENT> 2328623
<APPREC-INCREASE-CURRENT> (3321734)
<NET-CHANGE-FROM-OPS> 10380276
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10523098
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7876839
<NUMBER-OF-SHARES-REDEEMED> 5752403
<SHARES-REINVESTED> 856969
<NET-CHANGE-IN-ASSETS> 29991148
<ACCUMULATED-NII-PRIOR> 4993538
<ACCUMULATED-GAINS-PRIOR> (11347232)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 382414
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 545946
<AVERAGE-NET-ASSETS> 191206886
<PER-SHARE-NAV-BEGIN> 10.42
<PER-SHARE-NII> .59
<PER-SHARE-GAIN-APPREC> (.06)
<PER-SHARE-DIVIDEND> (.59)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.36
<EXPENSE-RATIO> .29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 08
<NAME> DFA CONTINENTAL SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 188032876
<INVESTMENTS-AT-VALUE> 232840670
<RECEIVABLES> 17230422
<ASSETS-OTHER> 7201
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 250078293
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17334332
<TOTAL-LIABILITIES> 17334332
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 167808400
<SHARES-COMMON-STOCK> 14600074
<SHARES-COMMON-PRIOR> 19610266
<ACCUMULATED-NII-CURRENT> 3693508
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17009773
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44807794
<NET-ASSETS> 232743961
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 5224956
<EXPENSES-NET> 1218353
<NET-INVESTMENT-INCOME> 4006603
<REALIZED-GAINS-CURRENT> 16007862
<APPREC-INCREASE-CURRENT> 16459875
<NET-CHANGE-FROM-OPS> 35925627
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5597187
<DISTRIBUTIONS-OF-GAINS> 16810863
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 774852
<NUMBER-OF-SHARES-REDEEMED> 7367523
<SHARES-REINVESTED> 1582479
<NET-CHANGE-IN-ASSETS> (66580752)
<ACCUMULATED-NII-PRIOR> 5365791
<ACCUMULATED-GAINS-PRIOR> 17063260
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1218353
<AVERAGE-NET-ASSETS> 283570520
<PER-SHARE-NAV-BEGIN> 15.26
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> 1.55
<PER-SHARE-DIVIDEND> (.29)
<PER-SHARE-DISTRIBUTIONS> (.87)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.94
<EXPENSE-RATIO> .72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 09
<NAME> U.S. LARGE COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 223539451
<INVESTMENTS-AT-VALUE> 343544108
<RECEIVABLES> 252440
<ASSETS-OTHER> 18654
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 343815202
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 278407
<TOTAL-LIABILITIES> 278407
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 222720620
<SHARES-COMMON-STOCK> 12060809
<SHARES-COMMON-PRIOR> 8261148
<ACCUMULATED-NII-CURRENT> 1021570
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (210050)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 120004657
<NET-ASSETS> 343536795
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4639480
<EXPENSES-NET> 210521
<NET-INVESTMENT-INCOME> 4428959
<REALIZED-GAINS-CURRENT> 386733
<APPREC-INCREASE-CURRENT> 61567568
<NET-CHANGE-FROM-OPS> 66383260
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4238719
<DISTRIBUTIONS-OF-GAINS> 1082741
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5124780
<NUMBER-OF-SHARES-REDEEMED> 1498427
<SHARES-REINVESTED> 173310
<NET-CHANGE-IN-ASSETS> 155779621
<ACCUMULATED-NII-PRIOR> 831330
<ACCUMULATED-GAINS-PRIOR> 468760
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 572139
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 745466
<AVERAGE-NET-ASSETS> 266104045
<PER-SHARE-NAV-BEGIN> 22.73
<PER-SHARE-NII> .42
<PER-SHARE-GAIN-APPREC> 5.89
<PER-SHARE-DIVIDEND> (.43)
<PER-SHARE-DISTRIBUTIONS> (.13)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.48
<EXPENSE-RATIO> .15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 10
<NAME> DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 131237304
<INVESTMENTS-AT-VALUE> 134613279
<RECEIVABLES> 1978292
<ASSETS-OTHER> 7540
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 136599111
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43709
<TOTAL-LIABILITIES> 43709
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 130581396
<SHARES-COMMON-STOCK> 12111202
<SHARES-COMMON-PRIOR> 9618319
<ACCUMULATED-NII-CURRENT> 2024078
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 573953
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3375975
<NET-ASSETS> 136555402
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7924661
<OTHER-INCOME> 0
<EXPENSES-NET> 312031
<NET-INVESTMENT-INCOME> 7612630
<REALIZED-GAINS-CURRENT> 604415
<APPREC-INCREASE-CURRENT> 280846
<NET-CHANGE-FROM-OPS> 8497891
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7137266
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3872454
<NUMBER-OF-SHARES-REDEEMED> 1487417
<SHARES-REINVESTED> 107846
<NET-CHANGE-IN-ASSETS> 28611717
<ACCUMULATED-NII-PRIOR> 1548713
<ACCUMULATED-GAINS-PRIOR> (30461)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 184173
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312031
<AVERAGE-NET-ASSETS> 122783383
<PER-SHARE-NAV-BEGIN> 11.22
<PER-SHARE-NII> .66
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> (.66)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.28
<EXPENSE-RATIO> .25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 11
<NAME> DFA GLOBAL FIXED INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 245112366
<INVESTMENTS-AT-VALUE> 238818497
<RECEIVABLES> 19331475
<ASSETS-OTHER> 4765125
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 262915097
<PAYABLE-FOR-SECURITIES> 12614547
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 222962
<TOTAL-LIABILITIES> 12837509
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 237722929
<SHARES-COMMON-STOCK> 22976497
<SHARES-COMMON-PRIOR> 15013314
<ACCUMULATED-NII-CURRENT> 1514301
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1486553
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (6293869)
<NET-ASSETS> 250077588
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10217317
<OTHER-INCOME> 0
<EXPENSES-NET> 878289
<NET-INVESTMENT-INCOME> 9339028
<REALIZED-GAINS-CURRENT> 1496122
<APPREC-INCREASE-CURRENT> (5017688)
<NET-CHANGE-FROM-OPS> 15941256
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (14770834)
<DISTRIBUTIONS-OF-GAINS> (1383010)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9895968
<NUMBER-OF-SHARES-REDEEMED> 2889078
<SHARES-REINVESTED> 956293
<NET-CHANGE-IN-ASSETS> 84305249
<ACCUMULATED-NII-PRIOR> (580578)
<ACCUMULATED-GAINS-PRIOR> 1373441
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 518569
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 878289
<AVERAGE-NET-ASSETS> 207445834
<PER-SHARE-NAV-BEGIN> 11.04
<PER-SHARE-NII> .48
<PER-SHARE-GAIN-APPREC> .33
<PER-SHARE-DIVIDEND> (.88)
<PER-SHARE-DISTRIBUTIONS> (.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.88
<EXPENSE-RATIO> .42
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 12
<NAME> PACIFIC RIM SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 162813076
<INVESTMENTS-AT-VALUE> 111369054
<RECEIVABLES> 6256611
<ASSETS-OTHER> 6575
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 117632240
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6311987
<TOTAL-LIABILITIES> 6311987
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 153957344
<SHARES-COMMON-STOCK> 11691318
<SHARES-COMMON-PRIOR> 12961459
<ACCUMULATED-NII-CURRENT> 2917154
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6263389
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (51444022)
<NET-ASSETS> 111320253
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4684101
<EXPENSES-NET> 857244
<NET-INVESTMENT-INCOME> 3826857
<REALIZED-GAINS-CURRENT> 5758020
<APPREC-INCREASE-CURRENT> (81706684)
<NET-CHANGE-FROM-OPS> (72501730)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4235123
<DISTRIBUTIONS-OF-GAINS> 11344997
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 789535
<NUMBER-OF-SHARES-REDEEMED> 3110257
<SHARES-REINVESTED> 1050581
<NET-CHANGE-IN-ASSETS> (104221257)
<ACCUMULATED-NII-PRIOR> 3340609
<ACCUMULATED-GAINS-PRIOR> 11814292
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 857244
<AVERAGE-NET-ASSETS> 195880639
<PER-SHARE-NAV-BEGIN> 16.63
<PER-SHARE-NII> .32
<PER-SHARE-GAIN-APPREC> (6.22)
<PER-SHARE-DIVIDEND> (.33)
<PER-SHARE-DISTRIBUTIONS> (.88)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.52
<EXPENSE-RATIO> .84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 13
<NAME> LARGE CAP INTERNATIONAL PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 65123252
<INVESTMENTS-AT-VALUE> 87009946
<RECEIVABLES> 270691
<ASSETS-OTHER> 24487
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 87305124
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 82267
<TOTAL-LIABILITIES> 82267
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64664522
<SHARES-COMMON-STOCK> 6112974
<SHARES-COMMON-PRIOR> 5593101
<ACCUMULATED-NII-CURRENT> 1347881
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (660415)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 21886694
<NET-ASSETS> 87222857
<DIVIDEND-INCOME> 1661702
<INTEREST-INCOME> 106739
<OTHER-INCOME> 56541
<EXPENSES-NET> 400114
<NET-INVESTMENT-INCOME> 1424868
<REALIZED-GAINS-CURRENT> (70878)
<APPREC-INCREASE-CURRENT> 1054554
<NET-CHANGE-FROM-OPS> 2390727
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1188537
<DISTRIBUTIONS-OF-GAINS> 464096
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2100787
<NUMBER-OF-SHARES-REDEEMED> 1702969
<SHARES-REINVESTED> 122055
<NET-CHANGE-IN-ASSETS> 7900587
<ACCUMULATED-NII-PRIOR> 1106399
<ACCUMULATED-GAINS-PRIOR> (125441)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 211106
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 400114
<AVERAGE-NET-ASSETS> 84442292
<PER-SHARE-NAV-BEGIN> 14.18
<PER-SHARE-NII> .23
<PER-SHARE-GAIN-APPREC> .15
<PER-SHARE-DIVIDEND> (.21)
<PER-SHARE-DISTRIBUTIONS> (.08)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.27
<EXPENSE-RATIO> .47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 14
<NAME> U.S. 6-10 SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 235193064
<INVESTMENTS-AT-VALUE> 338105164
<RECEIVABLES> 132568
<ASSETS-OTHER> 7348
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 338245080
<PAYABLE-FOR-SECURITIES> 132568
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 120302
<TOTAL-LIABILITIES> 252870
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 210432513
<SHARES-COMMON-STOCK> 20012310
<SHARES-COMMON-PRIOR> 16116501
<ACCUMULATED-NII-CURRENT> 1110330
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 23537267
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 102912100
<NET-ASSETS> 337992210
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2341015
<EXPENSES-NET> 971867
<NET-INVESTMENT-INCOME> 1369148
<REALIZED-GAINS-CURRENT> 29331463
<APPREC-INCREASE-CURRENT> 34002129
<NET-CHANGE-FROM-OPS> 64702740
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1724020
<DISTRIBUTIONS-OF-GAINS> 14684919
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10399975
<NUMBER-OF-SHARES-REDEEMED> 7570519
<SHARES-REINVESTED> 1066353
<NET-CHANGE-IN-ASSETS> 103798020
<ACCUMULATED-NII-PRIOR> 1465202
<ACCUMULATED-GAINS-PRIOR> 8890723
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 971867
<AVERAGE-NET-ASSETS> 283682542
<PER-SHARE-NAV-BEGIN> 14.53
<PER-SHARE-NII> .09
<PER-SHARE-GAIN-APPREC> 3.42
<PER-SHARE-DIVIDEND> (.12)
<PER-SHARE-DISTRIBUTIONS> (1.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.89
<EXPENSE-RATIO> .45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 15
<NAME> DFA REAL ESTATE SECURITIES PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 78077643
<INVESTMENTS-AT-VALUE> 94806171
<RECEIVABLES> 26766231
<ASSETS-OTHER> 14442
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 121586844
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26514515
<TOTAL-LIABILITIES> 26514515
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 65273925
<SHARES-COMMON-STOCK> 6121811
<SHARES-COMMON-PRIOR> 5090700
<ACCUMULATED-NII-CURRENT> 5016452
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8053424
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16728528
<NET-ASSETS> 95072329
<DIVIDEND-INCOME> 5735322
<INTEREST-INCOME> 117714
<OTHER-INCOME> 16873
<EXPENSES-NET> 456582
<NET-INVESTMENT-INCOME> 5413327
<REALIZED-GAINS-CURRENT> 9447239
<APPREC-INCREASE-CURRENT> 8111831
<NET-CHANGE-FROM-OPS> 22972397
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3559009
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3192872
<NUMBER-OF-SHARES-REDEEMED> 2383969
<SHARES-REINVESTED> 222208
<NET-CHANGE-IN-ASSETS> 30682363
<ACCUMULATED-NII-PRIOR> 3162134
<ACCUMULATED-GAINS-PRIOR> (1393815)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 290269
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 456582
<AVERAGE-NET-ASSETS> 94495169
<PER-SHARE-NAV-BEGIN> 12.65
<PER-SHARE-NII> .88
<PER-SHARE-GAIN-APPREC> 2.68
<PER-SHARE-DIVIDEND> (.68)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.53
<EXPENSE-RATIO> .48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 16
<NAME> U.S. LARGE CAP VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 604893770
<INVESTMENTS-AT-VALUE> 840114346
<RECEIVABLES> 723985
<ASSETS-OTHER> 21878
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 840860209
<PAYABLE-FOR-SECURITIES> 571610
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 286005
<TOTAL-LIABILITIES> 857615
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 579758639
<SHARES-COMMON-STOCK> 43702326
<SHARES-COMMON-PRIOR> 33858700
<ACCUMULATED-NII-CURRENT> 2882320
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 22141059
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 235220576
<NET-ASSETS> 840002594
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 13012241
<EXPENSES-NET> 1197966
<NET-INVESTMENT-INCOME> 11814275
<REALIZED-GAINS-CURRENT> 28466248
<APPREC-INCREASE-CURRENT> 112833239
<NET-CHANGE-FROM-OPS> 153113762
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11317786
<DISTRIBUTIONS-OF-GAINS> 11813341
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14060320
<NUMBER-OF-SHARES-REDEEMED> 5299500
<SHARES-REINVESTED> 1082806
<NET-CHANGE-IN-ASSETS> 298853265
<ACCUMULATED-NII-PRIOR> 2385830
<ACCUMULATED-GAINS-PRIOR> 5488153
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1197966
<AVERAGE-NET-ASSETS> 696485641
<PER-SHARE-NAV-BEGIN> 15.98
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> 3.60
<PER-SHARE-DIVIDEND> (.30)
<PER-SHARE-DISTRIBUTIONS> (.35)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.22
<EXPENSE-RATIO> .35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 17
<NAME> U.S. 6-10 VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 1396175298
<INVESTMENTS-AT-VALUE> 2099208823
<RECEIVABLES> 595550
<ASSETS-OTHER> 32940
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2099837313
<PAYABLE-FOR-SECURITIES> 241357
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 941834
<TOTAL-LIABILITIES> 1183191
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1349514822
<SHARES-COMMON-STOCK> 94995843
<SHARES-COMMON-PRIOR> 71001934
<ACCUMULATED-NII-CURRENT> 4872907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 41232868
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 703033525
<NET-ASSETS> 2098654122
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 11532999
<EXPENSES-NET> 5356916
<NET-INVESTMENT-INCOME> 6176083
<REALIZED-GAINS-CURRENT> 54457360
<APPREC-INCREASE-CURRENT> 429999236
<NET-CHANGE-FROM-OPS> 490632679
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7820686
<DISTRIBUTIONS-OF-GAINS> 26324190
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34268219
<NUMBER-OF-SHARES-REDEEMED> 11957547
<SHARES-REINVESTED> 1683237
<NET-CHANGE-IN-ASSETS> 891356250
<ACCUMULATED-NII-PRIOR> 6517509
<ACCUMULATED-GAINS-PRIOR> 13099699
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5356916
<AVERAGE-NET-ASSETS> 1686992719
<PER-SHARE-NAV-BEGIN> 17.00
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> 5.49
<PER-SHARE-DIVIDEND> (.11)
<PER-SHARE-DISTRIBUTIONS> (.36)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.09
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 18
<NAME> RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 257996472
<INVESTMENTS-AT-VALUE> 275097834
<RECEIVABLES> 203644
<ASSETS-OTHER> 10314
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275311792
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 254489
<TOTAL-LIABILITIES> 254489
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 250166271
<SHARES-COMMON-STOCK> 21419739
<SHARES-COMMON-PRIOR> 18705489
<ACCUMULATED-NII-CURRENT> 4361894
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3427776
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17101362
<NET-ASSETS> 275057303
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 5208665
<EXPENSES-NET> 490511
<NET-INVESTMENT-INCOME> 4718154
<REALIZED-GAINS-CURRENT> 5222559
<APPREC-INCREASE-CURRENT> (21704804)
<NET-CHANGE-FROM-OPS> (11764091)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4328746
<DISTRIBUTIONS-OF-GAINS> 2675176
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7479177
<NUMBER-OF-SHARES-REDEEMED> 5300395
<SHARES-REINVESTED> 535468
<NET-CHANGE-IN-ASSETS> 17686285
<ACCUMULATED-NII-PRIOR> 3972486
<ACCUMULATED-GAINS-PRIOR> 880393
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 490511
<AVERAGE-NET-ASSETS> 274656881
<PER-SHARE-NAV-BEGIN> 13.76
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> (.77)
<PER-SHARE-DIVIDEND> (.23)
<PER-SHARE-DISTRIBUTIONS> (.14)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.84
<EXPENSE-RATIO> .50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 19
<NAME> EMERGING MARKETS PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 266677080
<INVESTMENTS-AT-VALUE> 212113671
<RECEIVABLES> 265436
<ASSETS-OTHER> 18673
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 212397780
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 350279
<TOTAL-LIABILITIES> 350279
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 263418298
<SHARES-COMMON-STOCK> 22065103
<SHARES-COMMON-PRIOR> 13840258
<ACCUMULATED-NII-CURRENT> 2462517
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 45574
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (54563409)
<NET-ASSETS> 212047501
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 3660590
<EXPENSES-NET> 1009697
<NET-INVESTMENT-INCOME> 2650893
<REALIZED-GAINS-CURRENT> 151576
<APPREC-INCREASE-CURRENT> (58003871)
<NET-CHANGE-FROM-OPS> (54521911)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1330024
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11651663
<NUMBER-OF-SHARES-REDEEMED> 3540593
<SHARES-REINVESTED> 113775
<NET-CHANGE-IN-ASSETS> 50022293
<ACCUMULATED-NII-PRIOR> 1219437
<ACCUMULATED-GAINS-PRIOR> (106002)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1009697
<AVERAGE-NET-ASSETS> 222527860
<PER-SHARE-NAV-BEGIN> 11.71
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> (2.13)
<PER-SHARE-DIVIDEND> (.09)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.61
<EXPENSE-RATIO> .99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 20
<NAME> VA GLOBAL BOND PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 6691875
<INVESTMENTS-AT-VALUE> 6389996
<RECEIVABLES> 458435
<ASSETS-OTHER> 232075
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7080506
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7428
<TOTAL-LIABILITIES> 7428
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6755219
<SHARES-COMMON-STOCK> 661928
<SHARES-COMMON-PRIOR> 332470
<ACCUMULATED-NII-CURRENT> 49020
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 24544
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (301879)
<NET-ASSETS> 7073078
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 277278
<OTHER-INCOME> 0
<EXPENSES-NET> 38078
<NET-INVESTMENT-INCOME> 239200
<REALIZED-GAINS-CURRENT> 25067
<APPREC-INCREASE-CURRENT> (354334)
<NET-CHANGE-FROM-OPS> 438070
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 388297
<DISTRIBUTIONS-OF-GAINS> 93078
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 512543
<NUMBER-OF-SHARES-REDEEMED> 229920
<SHARES-REINVESTED> 46835
<NET-CHANGE-IN-ASSETS> 3370559
<ACCUMULATED-NII-PRIOR> (8113)
<ACCUMULATED-GAINS-PRIOR> 92554
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14636
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 38078
<AVERAGE-NET-ASSETS> 5854600
<PER-SHARE-NAV-BEGIN> 11.14
<PER-SHARE-NII> .42
<PER-SHARE-GAIN-APPREC> .34
<PER-SHARE-DIVIDEND> (.94)
<PER-SHARE-DISTRIBUTIONS> (.27)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.69
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 21
<NAME> VA LARGE VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 21154517
<INVESTMENTS-AT-VALUE> 25489813
<RECEIVABLES> 735542
<ASSETS-OTHER> 15229
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 26240584
<PAYABLE-FOR-SECURITIES> 1680472
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15157
<TOTAL-LIABILITIES> 1695629
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18486313
<SHARES-COMMON-STOCK> 1526261
<SHARES-COMMON-PRIOR> 1008543
<ACCUMULATED-NII-CURRENT> 99408
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1624679
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4335296
<NET-ASSETS> 24544955
<DIVIDEND-INCOME> 401241
<INTEREST-INCOME> 29380
<OTHER-INCOME> 0
<EXPENSES-NET> 94719
<NET-INVESTMENT-INCOME> 335902
<REALIZED-GAINS-CURRENT> 1626590
<APPREC-INCREASE-CURRENT> 2528632
<NET-CHANGE-FROM-OPS> 4490466
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 290274
<DISTRIBUTIONS-OF-GAINS> 480456
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 814633
<NUMBER-OF-SHARES-REDEEMED> 354215
<SHARES-REINVESTED> 57300
<NET-CHANGE-IN-ASSETS> 10974841
<ACCUMULATED-NII-PRIOR> 53780
<ACCUMULATED-GAINS-PRIOR> 479127
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 48983
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 94719
<AVERAGE-NET-ASSETS> 19593049
<PER-SHARE-NAV-BEGIN> 13.46
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> 3.07
<PER-SHARE-DIVIDEND> (.23)
<PER-SHARE-DISTRIBUTIONS> (.46)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.08
<EXPENSE-RATIO> .48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 22
<NAME> DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 572778278
<INVESTMENTS-AT-VALUE> 436497214
<RECEIVABLES> 3979000
<ASSETS-OTHER> 1521059
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 441997273
<PAYABLE-FOR-SECURITIES> 10326434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 414307
<TOTAL-LIABILITIES> 10740741
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 546591298
<SHARES-COMMON-STOCK> 54272582
<SHARES-COMMON-PRIOR> 35921254
<ACCUMULATED-NII-CURRENT> 5677933
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 15320221
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (136281064)
<NET-ASSETS> 431256532
<DIVIDEND-INCOME> 9039995
<INTEREST-INCOME> 868690
<OTHER-INCOME> 249568
<EXPENSES-NET> 3870540
<NET-INVESTMENT-INCOME> 6287713
<REALIZED-GAINS-CURRENT> 15347391
<APPREC-INCREASE-CURRENT> (126163898)
<NET-CHANGE-FROM-OPS> (104555443)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4587378
<DISTRIBUTIONS-OF-GAINS> 10862911
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23264056
<NUMBER-OF-SHARES-REDEEMED> 6517119
<SHARES-REINVESTED> 1604391
<NET-CHANGE-IN-ASSETS> 55768264
<ACCUMULATED-NII-PRIOR> 3969736
<ACCUMULATED-GAINS-PRIOR> 10835743
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2783092
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3870540
<AVERAGE-NET-ASSETS> 428167969
<PER-SHARE-NAV-BEGIN> 10.45
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> (2.19)
<PER-SHARE-DIVIDEND> (.13)
<PER-SHARE-DISTRIBUTIONS> (.30)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.95
<EXPENSE-RATIO> .90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 23
<NAME> VA SMALL VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 14095640
<INVESTMENTS-AT-VALUE> 17539961
<RECEIVABLES> 146460
<ASSETS-OTHER> 3803
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17690224
<PAYABLE-FOR-SECURITIES> 247355
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14488
<TOTAL-LIABILITIES> 261843
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12758887
<SHARES-COMMON-STOCK> 1127801
<SHARES-COMMON-PRIOR> 685658
<ACCUMULATED-NII-CURRENT> 52276
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1172897
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3444321
<NET-ASSETS> 17428381
<DIVIDEND-INCOME> 124728
<INTEREST-INCOME> 27507
<OTHER-INCOME> 0
<EXPENSES-NET> 92902
<NET-INVESTMENT-INCOME> 59333
<REALIZED-GAINS-CURRENT> 1172867
<APPREC-INCREASE-CURRENT> 2524949
<NET-CHANGE-FROM-OPS> 3757149
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 21963
<DISTRIBUTIONS-OF-GAINS> 75808
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 695618
<NUMBER-OF-SHARES-REDEEMED> 261726
<SHARES-REINVESTED> 8251
<NET-CHANGE-IN-ASSETS> 9369893
<ACCUMULATED-NII-PRIOR> 14906
<ACCUMULATED-GAINS-PRIOR> 75838
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 65213
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 92902
<AVERAGE-NET-ASSETS> 13042538
<PER-SHARE-NAV-BEGIN> 11.75
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 3.78
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> (.11)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.45
<EXPENSE-RATIO> .71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 24
<NAME> VA SHORT-TERM FIXED PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 14924286
<INVESTMENTS-AT-VALUE> 14933213
<RECEIVABLES> 206613
<ASSETS-OTHER> 5176
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15145002
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9493
<TOTAL-LIABILITIES> 9493
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15055382
<SHARES-COMMON-STOCK> 1500827
<SHARES-COMMON-PRIOR> 772580
<ACCUMULATED-NII-CURRENT> 59388
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11812
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8927
<NET-ASSETS> 15135509
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 672647
<OTHER-INCOME> 0
<EXPENSES-NET> 49552
<NET-INVESTMENT-INCOME> 623095
<REALIZED-GAINS-CURRENT> 13298
<APPREC-INCREASE-CURRENT> (14101)
<NET-CHANGE-FROM-OPS> 622292
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 594702
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 967014
<NUMBER-OF-SHARES-REDEEMED> 298068
<SHARES-REINVESTED> 59301
<NET-CHANGE-IN-ASSETS> 7346774
<ACCUMULATED-NII-PRIOR> 30995
<ACCUMULATED-GAINS-PRIOR> (1486)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 28659
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 49552
<AVERAGE-NET-ASSETS> 11463671
<PER-SHARE-NAV-BEGIN> 10.08
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.53)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.08
<EXPENSE-RATIO> .43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 25
<NAME> VA INTERNATIONAL SMALL PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 12255514
<INVESTMENTS-AT-VALUE> 9871748
<RECEIVABLES> 57639
<ASSETS-OTHER> 255407
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10184794
<PAYABLE-FOR-SECURITIES> 288588
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12487
<TOTAL-LIABILITIES> 301075
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12046790
<SHARES-COMMON-STOCK> 1236270
<SHARES-COMMON-PRIOR> 573172
<ACCUMULATED-NII-CURRENT> 108634
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111324
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2383766)
<NET-ASSETS> 9883719
<DIVIDEND-INCOME> 161221
<INTEREST-INCOME> 22965
<OTHER-INCOME> 11044
<EXPENSES-NET> 83755
<NET-INVESTMENT-INCOME> 111475
<REALIZED-GAINS-CURRENT> 111599
<APPREC-INCREASE-CURRENT> (2444115)
<NET-CHANGE-FROM-OPS> (2222921)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 36538
<DISTRIBUTIONS-OF-GAINS> 136407
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 757114
<NUMBER-OF-SHARES-REDEEMED> 111735
<SHARES-REINVESTED> 17719
<NET-CHANGE-IN-ASSETS> 3876536
<ACCUMULATED-NII-PRIOR> 32270
<ACCUMULATED-GAINS-PRIOR> 136133
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 42242
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 83755
<AVERAGE-NET-ASSETS> 8448424
<PER-SHARE-NAV-BEGIN> 10.48
<PER-SHARE-NII> .09
<PER-SHARE-GAIN-APPREC> (2.30)
<PER-SHARE-DIVIDEND> (.06)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.99
<EXPENSE-RATIO> .99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 26
<NAME> VA INTERNATIONAL VALUE PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 17823652
<INVESTMENTS-AT-VALUE> 17450285
<RECEIVABLES> 133851
<ASSETS-OTHER> 38808
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17622944
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12827
<TOTAL-LIABILITIES> 12827
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17504678
<SHARES-COMMON-STOCK> 1619804
<SHARES-COMMON-PRIOR> 921300
<ACCUMULATED-NII-CURRENT> 254755
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 237513
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (373367)
<NET-ASSETS> 17610117
<DIVIDEND-INCOME> 343277
<INTEREST-INCOME> 33106
<OTHER-INCOME> 14485
<EXPENSES-NET> 115283
<NET-INVESTMENT-INCOME> 275585
<REALIZED-GAINS-CURRENT> 230507
<APPREC-INCREASE-CURRENT> (1092286)
<NET-CHANGE-FROM-OPS> (604405)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 99885
<DISTRIBUTIONS-OF-GAINS> 43639
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 841127
<NUMBER-OF-SHARES-REDEEMED> 155635
<SHARES-REINVESTED> 13012
<NET-CHANGE-IN-ASSETS> 7093575
<ACCUMULATED-NII-PRIOR> 70466
<ACCUMULATED-GAINS-PRIOR> 58145
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 60318
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 115283
<AVERAGE-NET-ASSETS> 15079668
<PER-SHARE-NAV-BEGIN> 11.41
<PER-SHARE-NII> .17
<PER-SHARE-GAIN-APPREC> (.56)
<PER-SHARE-DIVIDEND> (.10)
<PER-SHARE-DISTRIBUTIONS> (.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.87
<EXPENSE-RATIO> .76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 27
<NAME> ENHANCED U.S. LARGE COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 41060437
<INVESTMENTS-AT-VALUE> 47616211
<RECEIVABLES> 104961
<ASSETS-OTHER> 29890
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 47751062
<PAYABLE-FOR-SECURITIES> 97530
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11654
<TOTAL-LIABILITIES> 109184
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38960762
<SHARES-COMMON-STOCK> 3499867
<SHARES-COMMON-PRIOR> 2471512
<ACCUMULATED-NII-CURRENT> 371122
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1754220
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6555774
<NET-ASSETS> 47641878
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 1590580
<EXPENSES-NET> 89691
<NET-INVESTMENT-INCOME> 1500889
<REALIZED-GAINS-CURRENT> 3214954
<APPREC-INCREASE-CURRENT> 2464443
<NET-CHANGE-FROM-OPS> 7180286
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1429996
<DISTRIBUTIONS-OF-GAINS> 1461531
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2448802
<NUMBER-OF-SHARES-REDEEMED> 1488194
<SHARES-REINVESTED> 67747
<NET-CHANGE-IN-ASSETS> 18405723
<ACCUMULATED-NII-PRIOR> 300229
<ACCUMULATED-GAINS-PRIOR> 797
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 95316
<AVERAGE-NET-ASSETS> 33278362
<PER-SHARE-NAV-BEGIN> 11.83
<PER-SHARE-NII> .54
<PER-SHARE-GAIN-APPREC> 2.40
<PER-SHARE-DIVIDEND> (.55)
<PER-SHARE-DISTRIBUTIONS> (.61)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.61
<EXPENSE-RATIO> .52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 28
<NAME> DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 413497994
<INVESTMENTS-AT-VALUE> 418906560
<RECEIVABLES> 962682
<ASSETS-OTHER> 45351
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 419914593
<PAYABLE-FOR-SECURITIES> 774506
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 235284
<TOTAL-LIABILITIES> 1009790
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 406446466
<SHARES-COMMON-STOCK> 40270906
<SHARES-COMMON-PRIOR> 30809424
<ACCUMULATED-NII-CURRENT> 7330855
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (281084)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5408566
<NET-ASSETS> 418904803
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 25358579
<EXPENSES-NET> 574502
<NET-INVESTMENT-INCOME> 24784077
<REALIZED-GAINS-CURRENT> (5869)
<APPREC-INCREASE-CURRENT> (4154222)
<NET-CHANGE-FROM-OPS> 20623986
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 18076344
<DISTRIBUTIONS-OF-GAINS> 250801
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15129067
<NUMBER-OF-SHARES-REDEEMED> 6487715
<SHARES-REINVESTED> 820130
<NET-CHANGE-IN-ASSETS> 99562013
<ACCUMULATED-NII-PRIOR> 623122
<ACCUMULATED-GAINS-PRIOR> (24414)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 574502
<AVERAGE-NET-ASSETS> 369915357
<PER-SHARE-NAV-BEGIN> 10.37
<PER-SHARE-NII> .69
<PER-SHARE-GAIN-APPREC> (.12)
<PER-SHARE-DIVIDEND> (.53)
<PER-SHARE-DISTRIBUTIONS> (.01)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.40
<EXPENSE-RATIO> .34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 29
<NAME> DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 30
<NAME> DFA TWO-YEAR GOVERNMENT PORTFOLIO

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 31
<NAME> INTERNATIONAL SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 290107333
<INVESTMENTS-AT-VALUE> 230004877
<RECEIVABLES> 1084230
<ASSETS-OTHER> 64986
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 231154093
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 685116
<TOTAL-LIABILITIES> 685116
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 289007112
<SHARES-COMMON-STOCK> 29455463
<SHARES-COMMON-PRIOR> 10449565
<ACCUMULATED-NII-CURRENT> 2637822
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (887545)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (60102456)
<NET-ASSETS> 230468977
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 59701
<OTHER-INCOME> 3528896
<EXPENSES-NET> 846129
<NET-INVESTMENT-INCOME> 2742468
<REALIZED-GAINS-CURRENT> (813300)
<APPREC-INCREASE-CURRENT> (59544090)
<NET-CHANGE-FROM-OPS> (57793966)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 200327
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 21979866
<NUMBER-OF-SHARES-REDEEMED> 2995011
<SHARES-REINVESTED> 21043
<NET-CHANGE-IN-ASSETS> 126350566
<ACCUMULATED-NII-PRIOR> 84685
<ACCUMULATED-GAINS-PRIOR> 701825
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 846129
<AVERAGE-NET-ASSETS> 188131077
<PER-SHARE-NAV-BEGIN> 9.96
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> (2.22)
<PER-SHARE-DIVIDEND> (.02)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.82
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> DFA INVESTMENT DIMENSIONS GROUP, INC.
<SERIES>
<NUMBER> 32
<NAME> EMERGING MARKETS SMALL CAP PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1000
<TOTAL-ASSETS> 1000
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10
<TOTAL-LIABILITIES> 10
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 990
<SHARES-COMMON-STOCK> 99
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 990
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 990
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>