DFA INVESTMENT DIMENSIONS GROUP INC
485BPOS, 1999-09-13
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<PAGE>

                                                                File No. 2-73948
                                                               File No. 811-3258

                       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. 55                          [X]
                                      --
                                     and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]
         Amendment No. 56                                         [X]
                       --


                        (Check appropriate box or boxes.)
                      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)

Please send copies of all 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):

      immediately upon filing pursuant to paragraph (b).
- -----

  X   on September 13, 1999 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:

<PAGE>

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

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



                      Title of Securities Being Registered

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

U.S. Large Company Portfolio
Enhanced U.S. Large Company Portfolio
U.S. Large Cap Value Portfolio
Tax-Managed U.S. Marketwide Value Portfolio
Tax-Managed U.S. Marketwide Value Portfolio X
U.S. 4-10 Value Portfolio
Tax-Managed U.S. 5-10 Value Portfolio
Tax-Managed U.S. 5-10 Value Portfolio X
U.S. 6-10 Value Portfolio
U.S. 6-10 Small Company Portfolio
Tax-Managed U.S. 6-10 Small Company Portfolio
Tax-Managed U.S. 6-10 Small Company Portfolio X
U.S. 9-10 Small Company Portfolio
DFA Real Estate Securities Portfolio
Large Cap International Portfolio
Tax-Managed DFA International Value Portfolio
Tax-Managed DFA International Value Portfolio X
International Small Company Portfolio
Japanese Small Company Portfolio
Pacific Rim Small Company Portfolio
United Kingdom Small Company Portfolio
Continental Small Company Portfolio
DFA International Small Cap Value Portfolio
Emerging Markets Portfolio
Emerging Markets Value Portfolio
Emerging Markets Small Cap Portfolio
DFA One-Year Fixed Income Portfolio
DFA Two-Year Global Fixed Income Portfolio
DFA Five-Year Government Portfolio
DFA Five-Year Global Fixed Income Portfolio
DFA Intermediate Government Fixed Income Portfolio

<PAGE>
                              P R O S P E C T U S

                               SEPTEMBER 13, 1999

 PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

                      DFA INVESTMENT DIMENSIONS GROUP INC.
                 ---------------------------------------------
                       DIMENSIONAL INVESTMENT GROUP INC.

The two mutual funds described in this Prospectus offer a variety of investment
portfolios. Each of the Funds' Portfolios has its own investment objective
     and policies, and is the equivalent of a separate mutual fund. DFA
            International Value Portfolio is offered by Dimensional
        Investment Group Inc. The other listed Portfolios are part
                    of DFA Investment Dimensions Group Inc.

           The Portfolios do not charge sales commissions or "loads".

                 PORTFOLIOS FOR INVESTORS SEEKING TO INVEST IN:

                           DOMESTIC EQUITY SECURITIES

<TABLE>
<S>                                                 <C>
   U.S. Large Company Portfolio                     Tax-Managed U.S. 5-10 Value Portfolio X
   Enhanced U.S. Large Company Portfolio            U.S. 6-10 Value Portfolio
   U.S. Large Cap Value Portfolio                   U.S. 6-10 Small Company Portfolio
   Tax-Managed U.S. Marketwide Value Portfolio      Tax-Managed U.S. 6-10 Small Company Portfolio
   Tax-Managed U.S. Marketwide Value Portfolio X    Tax-Managed U.S. 6-10 Small Company Portfolio X
   U.S. 4-10 Value Portfolio                        U.S. 9-10 Small Company Portfolio
   Tax-Managed U.S. 5-10 Value Portfolio            DFA Real Estate Securities Portfolio
</TABLE>

                         INTERNATIONAL EQUITY SECURITIES

<TABLE>
<S>                                                 <C>
   Large Cap International Portfolio                United Kingdom Small Company Portfolio
   DFA International Value Portfolio                Continental Small Company Portfolio
   Tax-Managed DFA International Value Portfolio    DFA International Small Cap Value Portfolio
   Tax-Managed DFA International Value Portfolio X  Emerging Markets Portfolio
   International Small Company Portfolio            Emerging Markets Value Portfolio
   Japanese Small Company Portfolio                 Emerging Markets Small Cap Portfolio
   Pacific Rim Small Company Portfolio
</TABLE>

                            FIXED INCOME SECURITIES

<TABLE>
<S>                                                 <C>
   DFA One-Year Fixed Income Portfolio              DFA Five-Year Global Fixed Income Portfolio
   DFA Two-Year Global Fixed Income Portfolio       DFA Intermediate Government Fixed Income Portfolio
   DFA Five-Year Government Portfolio
</TABLE>

  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                     <C>
RISK/RETURN SUMMARY...................................................................          1

  ABOUT THE PORTFOLIOS................................................................          1
  MANAGEMENT..........................................................................          1
  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS.........................................          3
  OTHER RISKS.........................................................................          8
  RISK AND RETURN BAR CHARTS AND TABLES...............................................          9

FEES AND EXPENSES.....................................................................         15

SECURITIES LENDING REVENUE............................................................         19

HIGHLIGHTS............................................................................         19

U.S. LARGE COMPANY PORTFOLIO..........................................................         21

ENHANCED U.S. LARGE COMPANY PORTFOLIO.................................................         21

STANDARD & POOR'S--INFORMATION AND DISCLAIMERS........................................         22

U.S. VALUE PORTFOLIOS.................................................................         23

U.S. TAX-MANAGED VALUE PORTFOLIOS.....................................................         24

U.S. SMALL COMPANY PORTFOLIOS.........................................................         25

TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO AND PORTFOLIO X.........................         26

DFA REAL ESTATE SECURITIES PORTFOLIO..................................................         27

INTERNATIONAL PORTFOLIOS--COUNTRIES...................................................         29

  LARGE CAP INTERNATIONAL PORTFOLIO...................................................         31
  DFA INTERNATIONAL VALUE PORTFOLIO...................................................         31
  TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO AND PORTFOLIO X.......................         32
  INTERNATIONAL SMALL COMPANY PORTFOLIOS..............................................         33
  SMALL COMPANY MASTER FUNDS..........................................................         36
  DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO.........................................         37

EMERGING MARKETS PORTFOLIOS, EMERGING MARKETS VALUE PORTFOLIO AND EMERGING MARKETS
  SMALL CAP PORTFOLIO.................................................................         38

FIXED INCOME PORTFOLIOS...............................................................         40

TAX MANAGEMENT STRATEGIES.............................................................         44

PORTFOLIO TURNOVER....................................................................         46

PORTFOLIO TRANSACTIONS--ALL PORTFOLIOS................................................         46

SECURITIES LOANS......................................................................         46

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING........................................         46

MANAGEMENT OF THE FUNDS...............................................................         47

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

PURCHASE OF SHARES....................................................................         50

VALUATION OF SHARES...................................................................         52

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

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

THE FEEDER PORTFOLIOS.................................................................         56

FINANCIAL HIGHLIGHTS..................................................................         57

SERVICE PROVIDERS.....................................................................         80
</TABLE>


                                       i
<PAGE>
RISK/RETURN SUMMARY

ABOUT THE PORTFOLIOS
- -------------------

The Portfolios:

- -  Are generally offered to institutional investors and clients of registered
   investment advisers.

- -  Do not charge sales commissions or "loads".

- -  Are designed for long-term investors.

The Portfolios are no-load and low cost.

MARKET RISK: Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer specific events will cause the value of
securities, and the Portfolios that own them, to rise or fall. Fixed income
Portfolios are particularly sensitive to changing interest rates.

SOME PORTFOLIOS HAVE SPECIAL STRUCTURES: Certain Portfolios, called "Feeder
Portfolios", do not buy individual securities directly. Instead, they invest in
corresponding mutual funds called "Master Funds". Master Funds in turn purchase
stocks, bonds and/or other securities.

POSSIBLE COMPLICATIONS: The Master-Feeder structure is relatively new and more
complex. While this structure is designed to reduce costs, it may not do so. As
a result, a Feeder Portfolio might encounter operational or other complications.

A Master Fund buys securities directly. A corresponding Feeder Portfolio invests
in the Master Fund's shares. The two have the same gross investment returns.

MANAGEMENT
- ------------

Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for
each non-Feeder Portfolio and all Master Funds. (A Feeder Portfolio does not
need an investment manager.)

EQUITY INVESTMENT APPROACH:
- -------------------------

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., small company stocks) selection, not stock picking.
It places priority on limiting expenses, portfolio turnover, and trading costs.
Many other investment managers concentrate on reacting to price movements and
choosing individual securities.

NO MARKET TIMING OR STOCK PICKING: In contrast to some other managers, the
Advisor does not take defensive positions in anticipation of negative investment
conditions, or try to pick potentially outperforming securities.

PORTFOLIO CONSTRUCTION: Generally, the Advisor structures a portfolio by:

1.  Selecting a starting universe of securities (for example, all publicly
    traded U.S. common stocks).

                                       1
<PAGE>
2.  Creating a sub-set of companies meeting the Advisor's investment guidelines.

3.  Excluding certain companies after analyzing various factors (for example,
    solvency).

4.  Purchasing stocks so the portfolio is generally market cap weighted.

U.S. Large Company Portfolio buys a Master Fund that is managed differently.
Because this Master Fund is an index fund, its only criteria for holding a stock
is whether the stock is in the S&P 500-Registered Trademark- Index.

In contrast, the Master Fund purchased by the Enhanced Large Company Portfolio
generally invests in S&P futures contracts and fixed income securities.

Certain Domestic Equity Portfolios use a market capitalization segmentation
approach. Broadly speaking, this technique involves:

1.  Dividing all the companies traded on the New York Stock Exchange ("NYSE")
    into 10 groups or "deciles" based on market capitalization. Stocks in decile
    1 have the biggest market capitalizations and those in decile 10, the
    smallest.

2.  Combining two or more of these deciles into a market cap segment or range.

3.  Generally, considering a stock (it may not necessarily be NYSE traded) for
    purchase only if its market capitalization falls within the range created.

For example, the Large Cap Value Portfolios buy stocks with market caps in the
range defined by stocks in NYSE deciles 1 through 5. Similarly, U.S. 6-10 Small
Company Portfolio purchases stocks with market caps equivalent to those of
stocks in NYSE deciles 6 through 10; thus its name. In fact, the name of each
other Portfolio employing a market capitalization segmentation approach also
includes the NYSE deciles describing its particular market capitalization
segment.

FIXED INCOME INVESTMENT APPROACH:
- -------------------------------

PORTFOLIO CONSTRUCTION: Generally, the Advisor structures a portfolio by:

1.  Setting a maturity range.

2.  Implementing the Advisor's quality and eligibility guidelines.

3.  Purchasing securities with a view to maximizing returns.

MARKET CAPITALIZATION MEANS the number of shares of a company's stock
outstanding times price per share.

MARKET CAPITALIZATION WEIGHTED means the amount of a stock in an index or
portfolio is keyed to that stock's market capitalization compared to all
eligible stocks. The higher the stock's relative market cap, the greater its
representation.

TAX-MANAGED PORTFOLIO STRATEGIES:
The Advisor's tax management strategies are designed to minimize taxable
distributions to shareholders. Generally, the Advisor buys and sells a
tax-managed portfolio's securities with the goals of:

1.  Delaying and minimizing the realization of net capital gains (e.g.,
    appreciated stocks might be sold later).

2.  Maximizing the extent to which any realized net capital gains are long-term
    in nature (i.e., taxable at lower capital gains tax rates).

3.  Minimizing dividend income.


4.  Selling securities to other tax-managed portfolios in order to offset gains
    by realizing losses.


Shareholders of Tax-Managed Portfolios may save on taxes while they hold their
shares. However, they will still have to pay taxes if they sell their shares at
a profit.

                                       2
<PAGE>
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
- -----------------------------------------

DOMESTIC EQUITY PORTFOLIOS:

THE U.S. LARGE COMPANY PORTFOLIOS
- -------------------------------

U.S. LARGE COMPANY PORTFOLIO

- -  INVESTMENT OBJECTIVE: Produce returns similar to those of the S&P
   500-Registered Trademark- Index.

- -  INVESTMENT STRATEGY: Buy shares of a Master Fund that invests in S&P
   500-Registered Trademark- Index stocks in about the same proportions as they
   are found in the S&P 500-Registered Trademark- Index.

ENHANCED U.S. LARGE COMPANY PORTFOLIO

- -  INVESTMENT OBJECTIVE: Outperform the S&P 500-Registered Trademark- Index.

- -  INVESTMENT STRATEGY: Purchase shares of a Master Fund that generally invests
   in S&P 500-Registered Trademark- Index futures and short-term fixed income
   obligations.

ABOUT THE S&P 500 INDEX: The Standard & Poor's 500 Composite Stock Price Index
is market capitalization weighted. Its performance is usually cyclical because
it reflects periods when stock prices generally rise or fall.

THE U.S. VALUE PORTFOLIOS
- ----------------------

U.S. LARGE CAP VALUE PORTFOLIO
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO X
U.S. 4-10 VALUE PORTFOLIO
TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO
TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X
U.S. 6-10 VALUE PORTFOLIO

- -  INVESTMENT OBJECTIVE(S):

   - TAX-MANAGED PORTFOLIOS: Long-term capital appreciation while minimizing
     federal income taxes on returns.

   - EACH OTHER PORTFOLIO: Long-term capital appreciation.

- -  INVESTMENT STRATEGY:

   - TAX-MANAGED U.S. 5-10 VALUE PORTFOLIOS -- Purchase value stocks of United
     States companies on a market capitalization weighted basis.

   - EACH OTHER U.S. VALUE PORTFOLIO -- Buy a Master Fund that purchases value
     stocks of United States companies on a market capitalization weighted
     basis.

- -  HOW THE PORTFOLIOS DIFFER: The Portfolios focus on different parts of the
   value stocks universe:

   - U.S. Large Cap Value Portfolio -- Large capitalization stocks.

   - Tax-Managed U.S. Marketwide Portfolios -- The full universe except for very
    small cap stocks.

   - U.S. 4-10 Value Portfolio and Tax-Managed U.S. 5-10 Value Portfolios -- Mid
     and small capitalization issues.

   - U.S. 6-10 Value Portfolio -- Small cap stocks.
"VALUE STOCKS": Compared to other stocks, value stocks sell for low prices
relative to their earnings, dividends and book value.
In selecting value stocks, the Advisor primarily considers price relative to
book value.

                                       3
<PAGE>

   Only the Tax-Managed Portfolios employ the Advisor's tax management
   strategies. Both Tax-Managed Portfolios will invest in a large portion of the
   eligible securities, but may not have identical holdings. Thus, the
   Tax-Managed Portfolios may sell securities to one another, in order to employ
   certain tax management strategies.



MARKET RISK: Although securities of larger firms fluctuate relatively less,
economic, political and issuer specific events will cause the value of all
securities to fluctuate.


SMALL COMPANY RISK: Securities of small firms are often less liquid than those
of large companies. As a result, small company stocks may fluctuate relatively
more in price.

THE U.S. SMALL COMPANY PORTFOLIOS
- -------------------------------

U.S. 6-10 SMALL COMPANY PORTFOLIO
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X
U.S. 9-10 SMALL COMPANY PORTFOLIO

- -  INVESTMENT OBJECTIVE(S):

   - TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIOS: Long-term capital
     appreciation while minimizing federal income taxes on returns.

   - EACH OTHER PORTFOLIO: Long-term capital appreciation.

- -  INVESTMENT STRATEGY:


   - TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIOS -- Purchase small company
     stocks using a market cap weighted approach.



   - EACH OTHER PORTFOLIO -- Buy a Master Fund that purchases small company
     stocks using a market cap weighted approach.


- -  HOW THE PORTFOLIOS DIFFER:


   The Master Fund in which U.S. 6-10 Small Company Portfolio invests and the
   Tax-Managed U.S. 6-10 Small Company Portfolios hold stocks of small and very
   small companies. The Master Fund employed by U.S. 9-10 Portfolio exclusively
   buys stock of very small companies.



   Only the Tax-Managed U.S. 6-10 Small Company Portfolios employ the Advisor's
   tax management strategies. Both Tax-Managed Portfolios will invest in a large
   portion of the eligible securities, but may not have identical holdings.
   Thus, the Tax-Managed Portfolios may sell securities to one another, in order
   to employ certain tax management strategies.


RISK OF VERY SMALL COMPANIES: Securities of very small firms are often less
liquid than those of larger companies. As a result, the stocks of very small
companies may fluctuate more in price than the stocks of larger companies.

DFA REAL ESTATE SECURITIES PORTFOLIO

- -  INVESTMENT OBJECTIVE: Long-term capital appreciation

- -  INVESTMENT STRATEGY: Invest in publicly traded real estate investment trusts
   ("REITS") on a market capitalization weighted basis.

                                       4
<PAGE>

RISK OF CONCENTRATING IN THE REAL ESTATE INDUSTRY: DFA Real Estate Securities
Portfolio's exclusive focus on the real estate industry may cause its risk to
approximate the risks of direct real estate ownership. For example, a general
decline in real estate prices or an overall decline in the value of the REIT
securities in which the Portfolio invests would cause the Portfolio to lose
money.


INTERNATIONAL PORTFOLIOS:

LARGE CAP INTERNATIONAL PORTFOLIO

- -  INVESTMENT OBJECTIVE: Long-term capital appreciation.

- -  INVESTMENT STRATEGY: Purchase stocks of large, non-U.S. companies on a market
   capitalization weighted basis in each applicable country.
Most Portfolios and Master Funds do not hedge their foreign currency risks.

FOREIGN SECURITIES AND CURRENCIES RISK: Foreign securities prices may decline or
fluctuate because of: (a) economic or political actions of foreign governments,
and/or (b) less regulated or liquid securities markets. Investors holding these
securities are also exposed to foreign currency risk (the possibility that
foreign currency will fluctuate in value against the U.S. dollar). Foreign
currency risk can be minimized by hedging. However, hedging may be expensive.

DFA INTERNATIONAL VALUE PORTFOLIO
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X

- -  INVESTMENT OBJECTIVE:

   - TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIOS: Long-term capital
     appreciation while minimizing federal income taxes on returns.

   - DFA INTERNATIONAL VALUE PORTFOLIO: Long-term capital appreciation.

- -  INVESTMENT STRATEGY:


   - TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIOS -- Purchase value stocks of
     large non-U.S. companies on a market capitalization weighted basis in each
     applicable country.



   - DFA INTERNATIONAL VALUE PORTFOLIO -- Buys a Master Fund that purchases
     value stocks of large non-U.S. companies on a market capitalization
     weighted basis in each applicable country.


- -  HOW THE PORTFOLIOS DIFFER:


Only Tax-Managed DFA International Value Portfolios employ the Advisor's tax
management strategies. Both Tax-Managed Portfolios will invest in a large
portion of the eligible securities, but may not have identical holdings. Thus,
the Tax-Managed Portfolios may sell securities to one another, in order to
employ certain tax management strategies.


                                       5
<PAGE>
THE INTERNATIONAL SMALL COMPANY PORTFOLIOS
- ---------------------------------------

INTERNATIONAL SMALL COMPANY PORTFOLIO
JAPANESE SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL (EUROPEAN) SMALL COMPANY PORTFOLIO

- -  INVESTMENT OBJECTIVE (EACH PORTFOLIO): Long-term capital appreciation.

- -  INVESTMENT STRATEGY OF THE INTERNATIONAL SMALL COMPANY PORTFOLIO: Invest in
   the Master Funds employed by the other International Small Company
   Portfolios.

- -  INVESTMENT STRATEGY OF EACH OTHER INTERNATIONAL SMALL COMPANY PORTFOLIO:
   Purchase a Master Fund that uses a market weighted approach to buy small
   company stocks of a specific country or region.

DFA INTERNATIONAL SMALL CAP VALUE

- -  INVESTMENT OBJECTIVE: Long-term capital appreciation.

- -  INVESTMENT STRATEGY: Acquire value stocks of small non-U.S. companies on a
   market capitalization weighted basis in each applicable country.

THE EMERGING MARKETS PORTFOLIOS
- -----------------------------

EMERGING MARKETS PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
EMERGING MARKETS SMALL CAP PORTFOLIO

- -  INVESTMENT OBJECTIVE (EACH PORTFOLIO): Long-term capital appreciation.

- -  INVESTMENT STRATEGY: Invest in a Master Fund that buys:

   - Emerging Markets Portfolio -- Stocks of larger emerging markets companies.

   - Emerging Markets Small Cap Portfolio -- Stocks of smaller emerging markets
     companies.

   - Emerging Markets Value Fund -- Value stocks of emerging markets companies.

EMERGING MARKETS RISK: Numerous emerging countries have recently experienced
serious, and potentially continuing, economic and political problems. Stock
markets in many emerging countries are relatively small, expensive and risky.
Foreigners are often limited in their ability to invest in, and withdraw assets
from, these markets. Additional restrictions may be imposed under emergency
conditions. Risks generally associated with foreign securities and currencies
also apply.

EMERGING MARKETS are countries with more developed economies not yet at the
level of the world's mature economies.

                                       6
<PAGE>
FIXED INCOME PORTFOLIOS:

DFA ONE-YEAR FIXED INCOME PORTFOLIO

- -  INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
   quality fixed income investments with an average maturity of one year or
   less.

- -  INVESTMENT STRATEGY: Purchase shares of a Master Fund that generally acquires
   high quality obligations maturing in a year or less. The Master Fund may,
   however, take a large position in higher yielding securities maturing within
   two years. It also intends to concentrate investments in the banking industry
   in certain cases.


RISK OF BANKING CONCENTRATION: Focus on the banking industry would link the
performance of the DFA One-Year Fixed Income and/or the Two-Year Global Fixed
Income Portfolios to changes in performance of the banking industry generally.
For example, a change in the market's perception of the riskiness of banks
compared to non-banks would cause the Portfolio's values to fluctuate.


DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

- -  INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
   quality fixed income instruments maturing in two years or less.

- -  INVESTMENT STRATEGY: Purchase shares of a Master Fund that buys debt
   instruments with maturities of no more than two years. Issuers might include
   the U.S. and other national governments, supranational organizations (e.g.,
   the World Bank) and domestic and foreign corporations. The Master Fund hedges
   all foreign currency risks. It also plans to invest heavily in the banking
   industry if particular conditions occur.

DFA FIVE-YEAR GOVERNMENT PORTFOLIO

- -  INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
   quality fixed income investments maturing in five years or less.

- -  INVESTMENT STRATEGY: Acquire obligations of the U.S. government and its
   agencies maturing within five years, and enter into repurchase agreements
   backed by U.S. government securities.

DFA FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO

- -  INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
   quality fixed income instruments maturing in five years or less.

- -  INVESTMENT STRATEGY: Buy obligations of issuers that might include the U.S.
   and other national governments, supranational organizations and domestic and
   foreign corporations. The Portfolio hedges all foreign currency risks.

DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

- -  INVESTMENT OBJECTIVE: Provide a market rate of return and relatively
   predictable income from U.S. Treasury and government agency issues with
   maturities of between five and fifteen years.

- -  INVESTMENT STRATEGY: Invest in top quality, low-risk obligations of the U.S.
   government and its agencies, foreign governments and supranational
   organizations.

                                       7
<PAGE>
OTHER RISKS
- -----------

DERIVATIVES:
- ----------

Derivatives are securities, such as futures contracts, whose value is derived
from that of other securities or indices. Derivatives can be used for hedging
(attempting to reduce risk by offsetting one investment position with another)
or speculation (taking a position in the hope of increasing return). DFA Two-
Year Global Fixed Income Portfolio and DFA Five-Year Global Fixed Income
Portfolio use foreign currency contracts to hedge foreign currency risks. The
International Portfolios may also do so. In an attempt to achieve its investment
objectives, the Enhanced U.S. Large Company Portfolio uses index swap agreements
and stock index futures to hedge against changes in securities prices. Hedging
with derivatives may increase expenses, and there is no guarantee that a hedging
strategy will work.

INTRODUCTION OF THE EURO:
- ----------------------

On January 1, 1999, The European Monetary Union ("EMU") introduced a common
currency, the Euro, replacing its members' national currencies. This development
may affect Portfolios investing directly or indirectly (through Master Funds) in
EMU countries to the extent it changes investment practices, opportunities,
risks and investor behavior or creates administrative problems. The Advisor and
its global custodians are attempting to assure on an an ongoing basis that
Portfolios and Master Funds will remain unaffected by any transition related
disruptions. However, they cannot guarantee that their efforts will succeed
completely. The relative value of the U.S. dollar and Euro will fluctuate.
Accordingly, currency risk (discussed above) will continue to apply to Portfolio
and Master Fund investments in EMU countries.

SECURITIES LENDING:
- ----------------

Non-Feeder Portfolios and Master Funds may lend their portfolio securities to
generate additional income. If they do so, they will use various strategies (for
example, only making fully collateralized and bank guaranteed loans) to reduce
related risks.

YEAR 2000 ISSUE:
- --------------

Unless modified, many computer programs will not properly process information
from the year 2000 on. While the issue is international in scope, there is
particular concern with foreign entities. The Advisor has taken steps designed
to ensure that its computers and those of Portfolio and Master Fund service
providers (e.g., custodians) will operate properly. Portfolios and Master Funds
may be negatively affected if the Advisor's efforts prove inadequate, and/or
year 2000 problems hurt portfolio securities or economic conditions generally.

                                       8
<PAGE>
RISK AND RETURN BAR CHARTS AND TABLES
- --------------------------------------


The Bar Charts and Tables below illustrate the variability of each Portfolio's
returns and is meant to provide some indication of the risks of investing in the
Portfolios. Shown are changes in performance from year to year, and how
annualized 1 year, 5 year, and since inception returns compare with those of a
broad measure of market performance. Reimbursement fees applicable to purchases
of shares in certain of the Portfolios are not reflected in the bar chart. If
these fees, where applicable, were reflected, your returns would be less than
those shown. Past performance is not an indication of future results. The U.S.
4-10 Value, Tax-Managed, Emerging Markets Value and Emerging Markets Small Cap
Portfolios have not been in operation for a full calendar year, so no
information is shown for them.


                                       9
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                  U.S. LARGE
               COMPANY PORTFOLIO
<S>                                              <C>            <C>              <C>
Total Returns (%)
1991                                                     30.12
1992                                                      7.31
1993                                                      9.61
1994                                                      1.29
1995                                                     37.08
1996                                                     22.62
1997                                                     33.07
1998                                                     28.67
January 1991-June 1999
Highest Quarter                                                  Lowest Quarter
21.42                                            (10/98-12/98)            -9.93  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
12.14%.
Periods ending December 31, 1998
                                                           One             Five   Since 1/91
Annualized Returns (%)                                    Year            Years    Inception
U.S. Large Company Portfolio                             28.67            23.86        20.56
S&P 500 Index                                            28.58            24.06        20.83
ENHANCED U.S. LARGE
COMPANY PORTFOLIO
Total Returns (%)
1997                                                     32.73
1998                                                     29.54
August 1996-June 1999
Highest Quarter                                                  Lowest Quarter
21.87                                            (10/98-12/98)            -9.79  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
11.52%.
Periods ending December 31, 1998
                                                           One       Since 8/96
Annualized Returns (%)                                    Year        Inception
Enhanced U.S. Large Company Portfolio                    29.54            33.58
S&P 500 Index                                            28.58            33.34
U.S. LARGE CAP
VALUE PORTFOLIO
Total Returns (%)
1994                                                     -4.54
1995                                                     38.26
1996                                                     20.22
1997                                                     28.13
1998                                                     11.98
April 1993-June 1999
Highest Quarter                                                  Lowest Quarter
16.78                                            (10/98-12/98)           -17.08  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
15.18%.
Periods ending December 31, 1998
                                                           One             Five   Since 4/93
Annualized Returns (%)                                    Year            Years    Inception
U.S. Large Cap Value Portfolio                           11.98            17.90        16.91
Russell 1000 Value Index                                 15.65            20.86        19.44
U.S. 6-10
VALUE PORTFOLIO
Total Returns (%)
1994                                                      1.21
1995                                                     29.29
1996                                                     22.32
1997                                                     30.75
1998                                                     -7.28
April 1993-June 1999
Highest Quarter                                                  Lowest Quarter
22.95                                              (4/99-6/99)           -22.30  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
12.38%.
Periods ending December 31, 1998
                                                           One             Five   Since 4/93
Annualized Returns (%)                                    Year            Years    Inception
U.S. 6-10 Value Portfolio                                -7.28            14.18        14.90
Russell 2000 Value Index                                 -6.44            13.13        13.69
</TABLE>

                                       10
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                U.S. 6-10 SMALL
               COMPANY PORTFOLIO
<S>                                              <C>                               <C>              <C>

                                                                Total Returns (%)
1993                                                                        13.66
1994                                                                        -1.34
1995                                                                        30.18
1996                                                                        17.67
1997                                                                        24.23
1998                                                                        -5.54
April 1992-June 1999
Highest Quarter                                                                     Lowest Quarter
19.99                                                                 (4/99-6/99)           -22.09  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
10.52%.
Periods ending December 31, 1998
                                                                              One             Five   Since 4/92
Annualized Returns (%)                                                       Year            Years    Inception
U.S. 6-10 Small Company Portfolio                                           -5.54            12.14        12.64
Russell 2000 Index                                                          -2.56            11.88         13.1
U.S. 9-10 SMALL COMPANY PORTFOLIO
Total Returns (%)
1989                                                                        10.19
1990                                                                       -21.56
1991                                                                        44.63
1992                                                                        23.35
1993                                                                        20.98
1994                                                                         3.11
1995                                                                        34.46
1996                                                                        17.62
1997                                                                        22.78
1998                                                                        -7.31
January 1989-June 1999
Highest Quarter                                                                     Lowest Quarter
28.67                                                                 (1/91-3/91)           -23.22  (7/90-9/90)
Year-to-date return as of June 30, 1999 was
10.69%.
Periods ending December 31, 1998
                                                                              One             Five          Ten
Annualized Returns (%)                                                       Year            Years        Years
U.S. 9-10 Small Company Portfolio                                           -7.31            13.16        13.22
CRSP 9-10 Index                                                             -2.56            11.88        12.92
DFA REAL ESTATE
SECURITIES PORTFOLIO
Total Returns (%)
1993                                                                        15.46
1994                                                                        -8.39
1995                                                                        12.07
1996                                                                        33.84
1997                                                                        19.37
1998                                                                       -15.38
January 1993-June 1999
Highest Quarter                                                                     Lowest Quarter
18.44                                                               (10/96-12/96)            -9.79  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
6.84%.
Periods ending December 31, 1998
                                                                              One             Five   Since 1/93
Annualized Returns (%)                                                       Year            Years    Inception
DFA Real Estate Securities Portfolio                                       -15.38             6.78         8.18
Wilshire REIT-Only Index                                                   -16.96             9.43        10.36
S&P 500 Index                                                               28.58            24.06        21.59
LARGE CAP
INTERNATIONAL PORTFOLIO
Total Returns (%)
1992                                                                       -13.14
1993                                                                        25.85
1994                                                                          5.3
1995                                                                        13.05
1996                                                                         6.34
1997                                                                         5.51
1998                                                                        18.21
August 1991-December 1998
Highest Quarter                                                                     Lowest Quarter
19.58                                                               (10/98-12/98)           -14.15  (7/98-9/98)
Year-to-date return as of June 30, 1999 was
4.65%.
                                                 Periods ending December 31, 1997
                                                                              One             Five   Since 8/91
Annualized Returns (%)                                                       Year            Years    Inception
Large Cap International Portfolio                                           18.21             9.56         8.87
MSCI EAFE Index                                                             19.99              9.2         9.06
</TABLE>

                                       11
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                            DFA INTERNATIONAL
                             VALUE PORTFOLIO
<S>                                                                        <C>          <C>              <C>
Total Returns (%)
1995                                                                             11.49
1996                                                                              7.81
1997                                                                             -3.14
1998                                                                             14.87
March 1994-June 1999
Highest Quarter                                                                          Lowest Quarter
17.91                                                                      (1/98-3/98)           -16.89    (7/98-9/98)
Year-to-date return as of June 30, 1999 was 6.47%.
Periods ending December 31, 1998
                                                                                   One       Since 3/94
Annualized Returns (%)                                                            Year        Inception
DFA International Value Portfolio                                                14.87             6.51
MSCI EAFE Index                                                                  19.99             7.77
INTERNATIONAL SMALL
COMPANY PORTFOLIO
Total Returns (%)
1997                                                                            -23.72
1998                                                                              8.20
October 1996-June 1999
Highest Quarter                                                                          Lowest Quarter
20.06                                                                      (1/98-3/98)           -17.65  (10/97-12/97)
Year-to-date return as of June 30, 1999 was 17.48%.
Periods ending December 31, 1998
                                                                                   One      Since 10/96
Annualized Returns (%)                                                            Year        Inception
International Small Company Portfolio                                             8.20            -9.68
Salomon Smith Barney Extended Market Index - Europe, Pacific, Asia
Composite                                                                        12.15             0.43
JAPANESE SMALL COMPANY PORTFOLIO
Total Returns (%)
1989                                                                             38.51
1990                                                                            -33.36
1991                                                                              7.11
1992                                                                            -26.10
1993                                                                             14.16
1994                                                                             29.49
1995                                                                             -3.57
1996                                                                            -22.79
1997                                                                            -54.78
1998                                                                             16.07
January 1989-June 1999
Highest Quarter                                                                          Lowest Quarter
28.44                                                                      (1/94-3/94)           -32.91    (7/97-9/97)
Year-to-date return as of June 30, 1999 was 26.67%.
Periods ending December 31, 1998
                                                                                   One             Five            Ten
Annualized Returns (%)                                                            Year            Years          Years
Japanese Small Company Portfolio                                                 16.07           -12.74          -8.26
MSCI Japan Index                                                                  3.33            -3.78          -5.35
PACIFIC RIM SMALL
COMPANY PORTFOLIO
Total Returns (%)
1993                                                                             92.63
1994                                                                            -12.06
1995                                                                             -2.86
1996                                                                             14.36
1997                                                                            -42.10
1998                                                                            -19.07
January 1993-June 1999
Highest Quarter                                                                          Lowest Quarter
60.76                                                                      (4/99-6/99)           -38.67  (10/97-12/97)
Year-to-date return as of June 30, 1999 was 59.46%.
Periods ending December 31, 1998
                                                                                   One             Five     Since 1/93
Annualized Returns (%)                                                            Year            Years      Inception
Pacific Rim Small Company Portfolio                                             -19.07           -14.47          -2.08
MSCI Pacific Rim ex-Japan Index                                                  -6.15            -5.24           5.49
</TABLE>

                                       12
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                          UNITED KINGDOM SMALL
                            COMPANY PORTFOLIO
<S>                                                                        <C>                  <C>         <C>
Total Returns (%)
1989                                                                                     -6.26
1990                                                                                     -6.67
1991                                                                                     14.76
1992                                                                                    -13.96
1993                                                                                     30.62
1994                                                                                      4.64
1995                                                                                     10.75
1996                                                                                     29.79
1997                                                                                      3.53
1998                                                                                    -11.19
January 1989-June 1999
Highest Quarter                                                                 Lowest Quarter
19.83 (7/91-9/91)                                                           -20.50 (7/98-9/98)
Year-to-date return as of June 30, 1999 was 20.81%.
Periods ending December 31, 1998                                                           One        Five        Ten
Annualized Returns (%)                                                                    Year       Years      Years
United Kingdom Small Company Portfolio                                                  -11.19        6.70       4.55
MSCI United Kingdom
Index                                                                                    15.03       16.54      14.96
CONTINENTAL SMALL COMPANY POTFOLIO
Total Returns (%)
1989                                                                                     44.69
1990                                                                                     -4.07
1991                                                                                     -4.12
1992                                                                                    -19.84
1993                                                                                     25.30
1994                                                                                     11.01
1995                                                                                      0.02
1996                                                                                     14.33
1997                                                                                     11.70
1998                                                                                     19.56
July 1988-June 1999
Highest Quarter                                                                 Lowest Quarter
21.92 (1/98-3/98)                                                           -15.78 (7/90-9/90)
Year-to-date return as of June 30, 1999 was -6.18%.
Periods ending December 31, 1998                                                           One        Five        Ten
Annualized Returns (%)                                                                    Year       Years      Years
Continental Small Company Portfolio                                                      19.56       11.13       8.52
MSCI Europe Ex-United Kingdom
Index                                                                                    33.81       20.69      15.85
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
Total Returns (%)
1995                                                                                      1.16
1996                                                                                      0.94
1997                                                                                    -22.72
1998                                                                                      5.28
January 1995-June 1999
Highest Quarter                                                                 Lowest Quarter
                                                                                        -16.81
20.23 (1/98-3/98)                                                                (10/97-12/97)
Year-to-date return as of June 30, 1999 was 19.36%.
Periods ending December 31, 1998                                                           One  Since 1/95
Annualized Returns (%)                                                                    Year   Inception
DFA International Small Cap Value Portfolio                                               5.28       -4.53
Salomon Smith Barney Extended Market Index - Europe, Pacific, Asia
Composite                                                                                12.15        3.48
EMERGING MARKETS PORTFOLIO
Total Returns (%)
1995                                                                                      2.15
1996                                                                                     11.40
1997                                                                                    -18.92
1998                                                                                     -9.44
May 1994-June 1999
Highest Quarter                                                                 Lowest Quarter
31.59 (10/98-12/98)                                                         -22.00 (7/98-9/98)
Year-to-date return as of June 30, 1999 was 38.81%.
Periods ending December 31, 1998                                                           One  Since 5/94
Annualized Returns (%)                                                                    Year   Inception
Emerging Markets Portfolio                                                               -9.44       -2.81
MSCI Emerging Markets Free Index                                                        -27.52       -9.59
</TABLE>

                                       13
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                   DFA ONE-YEAR FIXED
                    INCOME PORTFOLIO
<S>                                                       <C>               <C>               <C>
Total Returns (%)
1989                                                                  9.60
1990                                                                  9.09
1991                                                                  8.73
1992                                                                  5.19
1993                                                                  4.41
1994                                                                  2.46
1995                                                                  7.97
1996                                                                  5.78
1997                                                                  5.99
1998                                                                  5.68
January 1989-June 1999
Highest Quarter                                             Lowest Quarter
2.92 (4/89-6/89)                                          0.26 (1/94-3/94)
Year-to-date return as of June 30, 1999 was 2.21%.
Periods ending December 31, 1998
                                                                       One              Five          Ten
Annualized Returns (%)                                                Year             Years        Years
DFA One-Year Fixed Income Portfolio                                   5.68              5.56         6.47
3-Month U.S. Treasury Bills                                           5.24              5.23         5.70
Merrill Lynch U.S. Corporate & Government, 1-3 Years
Index                                                                 6.93              6.02         7.45
DFA TWO-YEAR GLOBAL
FIXED INCOME PORTFOLIO
Total Returns (%)
1997                                                                  5.87
1998                                                                  6.47
March 1996-June 1999
Highest Quarter                                             Lowest Quarter
2.40 (7/96-9/96)                                          0.99 (4/99-6/99)
Year-to-date return as of June 30, 1999 was 2.34%.
Periods ending December 31, 1998
                                                                       One        Since 3/96
Annualized Returns (%)                                                Year         Inception
DFA Two-Year Fixed Income Portfolio                                   6.47              6.61
Salomon World Government Bond Index                                  11.05             10.93
DFA FIVE-YEAR GOVERNMENT PORTFOLIO
Total Returns (%)
1989                                                                  9.48
1990                                                                 10.82
1991                                                                 14.62
1992                                                                  7.30
1993                                                                  8.31
1994                                                                 -3.15
1995                                                                  9.56
1996                                                                  6.61
1997                                                                  6.39
1998                                                                  5.43
January 1989-June 1999
Highest Quarter                                             Lowest Quarter
                                                                     -2.35
5.43 (7/91-9/91)                                               (1/94-3/94)
Year-to-date return as of June 30, 1999 was 1.94%.
Periods ending December 31, 1998
                                                                       One              Five          Ten
Annualized Returns (%)                                                Year             Years        Years
DFA Five-Year Government Portfolio                                    5.43              4.88         7.44
Lehman Intermediate Government Index                                  8.47              6.45         8.34
DFA FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO
Total Returns (%)
1991                                                                 12.74
1992                                                                  6.49
1993                                                                 11.56
1994                                                                 -4.33
1995                                                                 16.06
1996                                                                 10.77
1997                                                                  8.31
1998                                                                  8.37
December 1990-June 1999
Highest Quarter                                             Lowest Quarter
                                                                                       -4.11
4.96 (7/92-9/92)                                                                 (1/94-3/94)
Year-to-date return as of June 30, 1999 was 2.13%.
Periods ending December 31, 1998
                                                                       One              Five  Since 12/90
Annualized Returns (%)                                                Year             Years    Inception
DFA Five Year Global Fixed Income Portfolio                           8.37              7.62         8.58
Lehman Intermediate
Government/Corporate Index                                            8.42              6.54         7.98
</TABLE>

                                       14
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
               DFA INTERMEDIATE
               GOVERNMENT FIXED
               INCOME PORTFOLIO
<S>                                              <C>               <C>        <C>
Total Returns (%)
1991                                                        16.88
1992                                                         7.60
1993                                                        11.63
1994                                                        -4.74
1995                                                        19.08
1996                                                         2.37
1997                                                         9.16
1998                                                        10.53
November 1990-June 1999
Highest Quarter                                    Lowest Quarter
                                                            -3.33
6.87 (4/95-6/95)                                      (1/94-3/94)
Year-to-date return as of June 30, 1999 was
- -3.56%.
Periods ending December 31, 1998
                                                              One       Five  Since 11/90
Annualized Returns (%)                                       Year      Years    Inception
DFA Intermediate Government
Fixed Income Portfolio                                      10.53       6.98         9.22
Lehman Government/
Corporate Bond Index                                         9.47       7.30         9.16
</TABLE>

                               FEES AND EXPENSES

    This table describes the fees and expenses you may pay if you buy and hold
shares of the Portfolios.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

REIMBURSEMENT FEES (AS PERCENTAGE OF OFFERING PRICE)(1)

<TABLE>
<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 Value Portfolio.....................................................       0.50%
Emerging Markets Small Cap Portfolio.................................................       1.00%
DFA International Small Cap Value Portfolio..........................................      0.675%
International Small Company Portfolio(2).............................................      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. (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 Dimensional Emerging Markets Value Fund
    charge a reimbursement fee to purchasers of shares equal to the
    reimbursement fee charged by its corresponding Feeder Portfolio as set forth
    above.



 (2) The reimbursement fee for the International Small Company Portfolio is a
    blended rate, which is based on the current target investment allocations
    among the International Master Funds. Consequently, 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
    International Master Funds. 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. An investor may call
    the Advisor at (310) 395-8005 for the reimbursement fee rate at the time of
    investment.


                                       15
<PAGE>
                         ANNUAL FUND OPERATING EXPENSES

               (EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

    Except as indicated below, the expenses in the following table are based on
those incurred by the Portfolios and the corresponding Master Funds for the
fiscal year ended November 30, 1998.


<TABLE>
<CAPTION>
                                                                                                               TOTAL
                                                                                                              ANNUAL
                       ANNUAL FUND OPERATING EXPENSES                           MANAGEMENT       OTHER       OPERATING
                   (AS A PERCENTAGE OF AVERAGE NET ASSETS)                          FEE        EXPENSES      EXPENSES
- -----------------------------------------------------------------------------  -------------  -----------  -------------
<S>                                                                            <C>            <C>          <C>
U.S. Large Company(3)(4).....................................................         0.24%         0.08%         0.32%
Enhanced U.S. Large Company(3)(5)............................................         0.20%         0.26%         0.46%
U.S. Large Cap Value(3)......................................................         0.25%         0.08%         0.33%
Tax-Managed U.S. Marketwide Value(3)(6)......................................         0.35%         0.13%         0.48%
Tax-Managed U.S. Marketwide Value X(3)(6)....................................         0.35%         0.13%         0.48%
U.S. 4-10 Value(3)(6)(7).....................................................         0.40%         0.13%         0.53%
Tax-Managed U.S. 5-10 Value(6)...............................................         0.50%         0.13%         0.63%
Tax-Managed U.S. 5-10 Value X(6).............................................         0.50%         0.13%         0.63%
U.S. 6-10 Value(3)...........................................................         0.50%         0.08%         0.58%
U.S. 6-10 Small Company(3)...................................................         0.35%         0.08%         0.43%
Tax-Managed U.S. 6-10 Small Company(6).......................................         0.50%         0.13%         0.63%
Tax-Managed U.S. 6-10 Small Company X(6).....................................         0.50%         0.13%         0.63%
U.S. 9-10 Small Company(3)...................................................         0.50%         0.09%         0.59%
DFA Real Estate Securities...................................................         0.30%         0.16%         0.46%
Large Cap International......................................................         0.25%         0.22%         0.47%
DFA International Value(3)...................................................         0.40%         0.16%         0.56%
Tax-Managed DFA International Value(6).......................................         0.50%         0.45%         0.95%
Tax-Managed DFA International Value X(6).....................................         0.50%         0.45%         0.95%
International Small Company(8)...............................................         0.50%         0.23%         0.73%
Japanese Small Company(3)(9).................................................         0.50%         0.24%         0.74%
Pacific Rim Small Company(3)(9)..............................................         0.50%         0.34%         0.84%
United Kingdom Small Company(3)(9)...........................................         0.50%         0.22%         0.72%
Continental Small Company(3)(9)..............................................         0.50%         0.20%         0.70%
DFA International Small Cap Value............................................         0.65%         0.21%         0.86%
Emerging Markets(3)..........................................................         0.50%         0.50%         1.00%
Emerging Markets Value(3)(10)................................................         0.50%         1.46%         1.96%
Emerging Markets Small Cap(3)(10)............................................         0.65%         1.71%         2.36%
DFA One-Year Fixed Income(3).................................................         0.15%         0.06%         0.21%
DFA Two-Year Global Fixed Income(3)..........................................         0.15%         0.21%         0.36%
DFA Five-Year Government.....................................................         0.20%         0.09%         0.29%
DFA Five-Year Global Fixed Income............................................         0.25%         0.16%         0.41%
DFA Intermediate Government Fixed Income(11).................................         0.10%         0.09%         0.19%
</TABLE>


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


 (3) Feeder Portfolio. The "Management Fee" includes an investment advisory fee
    payable by the Master Fund and an administration fee payable by the Feeder
    Portfolio.


 (4) 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 Master Fund, 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. Under this
    arrangement, the net expense ratio was 0.15%.

                                       16
<PAGE>
 (5) 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 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. Under this
    arrangement, the net expense ratio was 0.45%.

 (6) "Other Expenses" are annualized estimates based on anticipated fees and
    expenses through the fiscal year ending November 30, 1999. These Portfolios
    and Master Funds had not commenced operations during the period indicated.


 (7) The Advisor has agreed to waive its administrative fee and assume the
    direct and indirect expenses of the U.S. 4-10 Value Portfolio to the extent
    necessary to keep such cumulative expenses of the Portfolio to not more than
    0.50% of the average net assets of the Portfolio on an annualized basis.
    Effective September 13, 1999, the annual administration fee payable by the
    Portfolio was reduced from 0.40% to 0.30% of the net assets of the
    Portfolio.


 (8) With respect to International Small Company Portfolio, the amount set forth
    under "Management Fee" reflects its portion of the management fee of each
    corresponding International Master Fund, which is equal to 0.10% of the
    average net assets of such Master Fund 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 International Master
    Funds. 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 International Master Funds. The Advisor waived fees in the
    amount of $13,925 for the fiscal year ended November 30, 1998.


 (9) 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 Master Funds. For the fiscal year ended
    November 30, 1998, the Advisor was not required to waive or assume expenses
    of any portion of its fee pursuant to such agreement.



(10) With respect to Emerging Markets Value and Emerging Markets Small Cap
    Portfolios, expenses are annualized based on the period from commencement to
    November 30, 1998.



(11) Effective June 1, 1999, the annual investment advisory fee payable by the
    Portfolio was reduced from 0.15% to 0.10% of the net assets of the
    Portfolio.



    For purposes of the waivers and expense assumptions listed above (other than
that described in footnote (7)), the annual expenses are those expenses incurred
in any period consisting of twelve consecutive months. For purposes of the
waivers and expense assumptions described in footnote (7) above, the expenses
referenced are the expenses incurred in any period consisting of thirty six
consecutive months. The Advisor retains the right to recoup any fees and
expenses that were previously waived during the preceeding thirty six months.
The Advisor retains the right, subject to notification to the Board of Directors
of the relevant Fund, to modify or eliminate the waiver of a portion of its fees
or assumption of expenses in the future.


                                       17
<PAGE>
                                    EXAMPLE

    This Example is meant to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds.

    The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each
year, that the Portfolio's operating expenses remain the same and current
reimbursement fees apply. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:


<TABLE>
<CAPTION>
                                                                                 1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                               -----------  -----------  -----------  -----------
<S>                                                                            <C>          <C>          <C>          <C>
U.S. Large Company(1)........................................................          33          103          180          406
Enhanced US Large Company(2).................................................          47          148          258          579
U.S. Large Cap Value.........................................................          34          106          185          418
Tax-Managed U.S. Marketwide Value............................................          49          154          N/A          N/A
Tax-Managed U.S. Marketwide Value X..........................................          49          154          N/A          N/A
U.S. 4-10 Value..............................................................          54          170          N/A          N/A
Tax-Managed U.S. 5-10 Value..................................................          64          202          N/A          N/A
Tax-Managed U.S. 5-10 Value X................................................          64          202          N/A          N/A
U.S. 6-10 Value..............................................................          59          186          324          726
U.S. 6-10 Small Company......................................................          44          138          241          542
Tax-Managed U.S. 6-10 Small Company..........................................          64          202          N/A          N/A
Tax-Managed U.S. 6-10 Small Company X........................................          64          202          N/A          N/A
U.S. 9-10 Small Company......................................................          60          189          329          738
DFA Real Estate Securities...................................................          47          148          258          579
Large Cap International......................................................          48          151          263          591
DFA International Value......................................................          57          179          313          701
Tax-Managed DFA International Value..........................................          97          303          N/A          N/A
Tax-Managed DFA International Value X........................................          97          303          N/A          N/A
International Small Company..................................................         142          299          471          968
Japanese Small Company.......................................................         125          285          459          964
Pacific Rim Small Company....................................................         185          365          561        1,127
United Kingdom Small Company.................................................          74          230          401          894
Continental Small Company....................................................         171          322          486          962
DFA International Small Cap Value............................................         155          340          541        1,121
Emerging Markets.............................................................         151          367          600        1,268
Emerging Markets Value.......................................................         248          662          N/A          N/A
Emerging Markets Small Cap...................................................         337          829          N/A          N/A
DFA One-Year Fixed Income....................................................          22           68          118          268
DFA Two-Year Global Fixed Income.............................................          37          116          202          456
DFA Five-Year Government.....................................................          30           93          163          368
DFA Five-Year Global Fixed Income............................................          42          132          230          518
DFA Intermediate Government Fixed Income.....................................          19           61          107          243
</TABLE>


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

 (1) The Example is based on gross expenses before reduction for waivers or
    assumption of expenses. See footnote 4 following the table of Annual Fund
    Operating Expenses.

 (2) The Example is based on gross expenses before reduction for waivers or
    assumption of expenses. See footnote 5 following the table of Annual Fund
    Operating Expenses.

                                       18
<PAGE>
    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 corresponding Master Funds in which the Portfolios
invest.

    The Tax-Managed U.S. Marketwide Value, Tax-Managed U.S. Marketwide Value X,
Tax-Managed U.S. 5-10 Value, Tax-Managed U.S. 5-10 Value X, Tax-Managed U.S.
6-10 Small Company, Tax-Managed U.S. 6-10 Small Company X, Tax-Managed DFA
International Value, Tax-Managed DFA International Value X and U.S. 4-10 Value
Portfolios (and their corresponding Master Funds, where applicable) 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.

                           SECURITIES LENDING REVENUE

    For the fiscal year ended November 30, 1998, the following Portfolios and
Master Funds received the following net revenue from a securities lending
program (See "SECURITIES LOANS") which constituted a percentage of the average
daily net assets of the Portfolio or Master Fund:

<TABLE>
<CAPTION>
                                                                                                        PERCENTAGE
PORTFOLIO/MASTER FUND                                                                     NET REVENUE    OF ASSETS
- ----------------------------------------------------------------------------------------  ------------  -----------
<S>                                                                                       <C>           <C>
U.S. Large Company Series...............................................................  $     85,000       0.01%
U.S. Large Cap Value Series.............................................................  $    210,000       0.01%
U.S. 6-10 Value Series..................................................................  $  1,196,000       0.05%
U.S. 6-10 Small Company Series..........................................................  $    571,000       0.11%
U.S. 9-10 Small Company Series..........................................................  $  1,331,000       0.09%
DFA Real Estate Securities Portfolio....................................................  $     34,000       0.01%
Large Cap International Portfolio.......................................................  $     94,000       0.09%
Japanese Small Company Series...........................................................  $    418,000       0.23%
Pacific Rim Small Company Series........................................................  $    128,000       0.10%
Continental Small Company Series........................................................  $    109,000       0.03%
DFA International Value Series..........................................................  $  1,385,000       0.08%
DFA International Small Cap Value Portfolio.............................................  $    328,000       0.07%
</TABLE>

                                   HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

    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, Tax-Managed DFA International Value
Portfolio, Tax-Managed DFA International Value Portfolio X, Emerging Markets
Series, Emerging Markets Small Cap Series and Dimensional Emerging Markets Value
Fund. The Advisor provides each Feeder Portfolio and International Small Company
Portfolio with certain administrative services. (See "MANAGEMENT OF THE FUNDS.")

                                DIVIDEND POLICY

<TABLE>
<CAPTION>
PORTFOLIO/MASTER FUND                                                   YEARLY    SEMI-ANNUALLY    QUARTERLY    MONTHLY
- ----------------------------------------------------------------------  -------   --------------   ----------   --------
<S>                                                                     <C>       <C>              <C>          <C>
U.S. Large Company                                                                                      X
Enhanced U.S. Large Company                                                                             X
U.S. Large Cap Value                                                                                    X
Tax-Managed U.S. Marketwide Value                                                                       X
Tax-Managed U.S. Marketwide Value X                                                                     X
U.S. 4-10 Value                                                            X
</TABLE>

                                       19
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO/MASTER FUND                                                   YEARLY    SEMI-ANNUALLY    QUARTERLY    MONTHLY
- ----------------------------------------------------------------------  -------   --------------   ----------   --------
<S>                                                                     <C>       <C>              <C>          <C>
Tax-Managed U.S. 5-10 Value                                                X
Tax-Managed U.S. 5-10 Value X                                              X
U.S. 6-10 Value                                                            X
U.S. 6-10 Small Company                                                    X
Tax-Managed U.S. 6-10 Small Company                                        X
Tax-Managed U.S. 6-10 Small Company X                                      X
U.S. 9-10 Small Company                                                    X
DFA Real Estate Securities                                                 X
Large Cap International                                                    X
DFA International Value                                                                                 X
Tax-Managed DFA International Value                                        X
Tax-Managed DFA International Value X                                      X
International Small Company                                                X
Japanese Small Company                                                     X
Pacific Rim Small Company                                                  X
United Kingdom Small Company                                               X
Continental Small Company                                                  X
DFA International Small Cap Value                                          X
Emerging Markets                                                           X
Emerging Markets Value                                                     X
Emerging Markets Small Cap                                                 X
DFA One-Year Fixed Income                                                                                           X
DFA Two-Year Global Fixed Income                                                                        X
DFA Five-Year Government                                                                 X
DFA Five-Year Global Fixed Income                                                                       X
DFA Intermediate Government Fixed Income                                                                X
</TABLE>

PURCHASE, VALUATION AND REDEMPTION OF SHARES

    Shares of the International Equity Portfolios (except United Kingdom Small
Company, Large Cap International, DFA International Value, Tax-Managed DFA
International Value and Tax-Managed DFA International Value X Portfolios) may be
purchased at a public offering price, which is equal to the net asset value of
their shares, plus a reimbursement fee. The reimbursement fee is paid to the
Portfolio whose shares are purchased and used to defray the costs associated
with investment of the proceeds from the sale of its shares. The shares of the
remaining Portfolios are sold at net asset value. The redemption price of the
shares of all of the Portfolios is equal to the net asset value of their shares.

    The reimbursement fee for the International Small Company Portfolio is based
on its current target investment allocations among the International Master
Funds in which it invests. The reimbursement fee for the International Small
Company Portfolio will change from time to time if the Portfolio changes the
target investment allocations in the International Master Funds. 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 International Master Funds.


    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 Fund(s) 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 Fixed Income Portfolio (like the other Fixed Income Portfolios) will
tend to reflect fluctuations in interest rates because the corresponding Master
Fund 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.")


                                       20
<PAGE>
                          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-Registered Trademark-
Index, in terms of its total investment return. The Portfolio invests 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-Registered Trademark- 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-Registered Trademark- Index is comprised of a
broad and diverse group of stocks most of which are traded on the New York Stock
Exchange ("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-Registered Trademark- Index.

    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 this 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 net assets would then consist of initial margin deposits and
premiums required to establish such contracts or options.

    Ordinarily, portfolio securities will not be sold except to reflect
additions or deletions of the stocks that comprise the S&P
500-Registered Trademark- 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. 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-Registered Trademark- Index. The Portfolio invests all of its assets in
Enhanced U.S. Large Company Series of the Trust (the "Enhanced 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-Registered Trademark- Index, options on stock indices, stock index futures,
options on stock index futures, swap agreements on stock indices and shares of
investment companies that invest in stock indices. Investments by the Series in
shares of investment companies are limited by the federal securities laws and
regulations governing mutual funds. The S&P 500-Registered Trademark- 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-Registered Trademark- Index (such instruments whether or not based on the
S&P 500-Registered Trademark- 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. Assets of the
Enhanced U.S. Large Company Series not invested

                                       21
<PAGE>
in S&P 500-Registered Trademark- 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-Registered Trademark- 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 federal
securities laws and regulations governing mutual funds. The Enhanced U.S. Large
Company Series will maintain a segregated account consisting of liquid assets
(or, as permitted by applicable interpretations, 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.

    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 Master Funds") 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 Master Funds or any member of the public regarding the
advisability of investing in securities generally or in the Large Company
Portfolios or the Large Company Master Funds particularly or the ability of the
S&P 500-Registered Trademark- Index to track general stock market performance.
S&P's only relationship to the Large Company Portfolios or the Large Company
Master Funds is the licensing of certain trademarks and trade names of S&P and
of the S&P 500-Registered Trademark- Index which is determined, composed and
calculated by S&P without regard to the Large Company Portfolios or the Large
Company Master Funds. S&P has no obligation to take the needs of the Large
Company Portfolios, the Large Company Master Funds or their respective owners
into consideration in determining, composing or calculating the S&P
500-Registered Trademark- 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 Master Funds or the issuance or sale of the
Large Company Portfolios or the Large Company Master Funds or in the
determination or calculation of the equation by which the Large Company
Portfolios or the Large Company Master Funds 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 Master Funds.

    S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500-Registered Trademark- 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-Registered Trademark- INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR

                                       22
<PAGE>
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P
500-Registered Trademark- 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.

                             U.S. 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. These series
are collectively called the "Value Master Funds." Each Value Master Fund has the
same investment objective and policies as the corresponding Value Portfolio.
Ordinarily, each of the Value Master Funds 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").
In measuring value, the Advisor may consider additional factors such as cash
flow, economic conditions and developments in the issuer's industry. 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
will be considered eligible for investment. The 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. The 6-10 Value Series will purchase common stocks
of companies whose market capitalizations are smaller than that of the company
having the median market capitalization of companies whose shares are listed on
the NYSE. 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 Value Series may limit purchases of such
common stocks to those times when it is advantageous to do so.

PORTFOLIO CONSTRUCTION

    The Value Master Funds will purchase securities that are listed on the
principal U.S. national securities exchanges or traded or the over-the-counter
market ("OTC"). Each of the Value Master Funds is market capitalization
weighted. That is, each security is generally purchased based on the issuer's
relative market capitalization. In this way, the amount of a particular security
owned by a Master Fund is keyed to that security's market capitalization
compared to all securities eligible for purchase.

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

PORTFOLIO TRANSACTIONS

    The Value Master Funds 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 generally will be made in most of the eligible
securities on a market capitalization weighted basis.

    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 that
Series. The 4-10 and 6-10 Value Series each may sell portfolio securities when
the issuer's

                                       23
<PAGE>
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 those Series.

    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 that Series. The 4-10
and 6-10 Value Series may also sell portfolio securities in the same
circumstances, however, each of those 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.

                       U.S. TAX-MANAGED VALUE PORTFOLIOS

INVESTMENT OBJECTIVES AND POLICIES

    The investment objective of each of these Portfolios is to achieve long-term
capital appreciation. The Tax-Managed U.S. Marketwide Value Portfolio and
Portfolio X will pursue their investment objectives by investing all of their
assets in the Tax-Managed U.S. Marketwide Value Series and Series X
(collectively, the "Tax-Managed Marketwide Value Series") of the Trust,
respectively. Each Tax-Managed Marketwide Value Series has the same investment
objective and policies as the corresponding Tax-Managed U.S. Marketwide Value
Portfolio.

    The Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X and the
Tax-Managed Marketwide Value Series invest directly in portfolio securities.
Ordinarily, each of these Series and Portfolios 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 the 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. In measuring value, however, the Advisor may
consider additional factors such as a company's cash flow, economic conditions
and developments in the company's industry. The Tax-Managed Marketwide Value
Series will purchase common stocks of companies whose market capitalizations
equal the market capitalizations of companies in the 1st through 8th deciles of
those companies listed on the NYSE. The Tax-Managed U.S. 5-10 Value Portfolio
and Portfolio X will purchase common stocks of companies whose market
capitalizations are equal to the market capitalizations of companies in the 5th
through 10th deciles of those companies listed on the NYSE. With respect to
market capitalizations in the 9th through 10th deciles, these Portfolios may
limit purchases of such common stocks to those times when it is advantageous to
do so.

PORTFOLIO CONSTRUCTION

    Each Series and Portfolio will purchase securities that are listed on the
principal U.S. national securities exchanges and traded OTC. Each such Series
and Portfolio intends to invest in a large portion of the universe of companies
whose shares are eligible for investment; shares of a certain number of eligible
companies will be held by both such Series and Portfolios. It is intended, for
example, that the securities portfolio of the Tax-Managed U.S. 5-10 Value
Portfolio will not be identical to that of the Tax-Managed U.S. 5-10 Value
Portfolio X, even though the investment criteria of each Portfolio are the same.
The Tax-Managed Marketwide Value Series intend to operate in an identical manner
as described in the preceding two sentences with respect to their own investment
portfolios.

PORTFOLIO TRANSACTIONS

    The Tax-Managed Marketwide 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. The Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X may

                                       24
<PAGE>
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.

    In addition, each Tax-Managed Marketwide Value Series may sell portfolio
securities when its 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 Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X may also sell
portfolio securities in the same circumstances, however, it is anticipated that
they will generally retain securities of issuers with relatively small market
capitalizations for longer periods, despite any decrease in the issuer's book to
market ratio.

    Management strategies used by the Advisor to defer the realization of net
capital gains or minimize dividend income, from time to time, may cause
deviation from market capitalization weighting. The Tax-Managed U.S. 5-10 Value
Portfolio and Portfolio X should not be expected to adhere to its market
capitalization weightings to the same extent as the Tax-Managed Marketwide Value
Series.

                         U.S. SMALL COMPANY PORTFOLIOS

INVESTMENT OBJECTIVES AND POLICIES

    Each U.S. Small Company Portfolio, and the U.S. 6-10 Small Company and U.S.
9-10 Small Company Series of the Trust (the "U.S. Small Company Master Funds")
have an investment objective to achieve long-term capital appreciation. The U.S.
Small Company Portfolios provide investors with access to securities portfolios
consisting of small U.S. companies. Company size will be determined for purposes
of these Master Funds solely on the basis of a company's market capitalization
which will be calculated by multiplying the price of a company's stock by the
number of its shares of outstanding common stock.

    Each U.S. Small Company Master Fund will invest at least 80% of its assets
in equity securities of U.S. companies and will be structured to reflect
reasonably the relative market capitalizations of its portfolio companies. The
Advisor believes that over the long term the investment performance of small
companies is superior to large companies. 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 U.S. Small Company Master Funds,
may participate in the investment performance of these companies through
ownership of a Portfolio's stock.

U.S. 6-10 SMALL COMPANY PORTFOLIO

    U.S. 6-10 Small Company Portfolio invests 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" 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 small
one-half (deciles 6 through 10) of companies listed on the NYSE. The 6-10 Series
will purchase common stocks of companies whose shares are listed on the NYSE,
the American Stock Exchange (the "AMEX") or traded 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. Generally, it is the intention of the 6-10 Series to acquire a portion
of the common stock of eligible NYSE, AMEX and OTC company on a market
capitalization weighted basis. (See "SMALL COMPANY MASTER FUNDS--Portfolio
Construction.") 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 6-10 Series' net assets at the time of
purchase.

                                       25
<PAGE>
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. Generally, it is the intention of the 9-10 Series to acquire a portion
of the stock of eligible NYSE, AMEX and OTC company on a market capitalization
weighted basis. (See "SMALL COMPANY MASTER FUNDS--Portfolio Construction.") 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 9-10 Series' net assets at the time of purchase.

    For the discussion of portfolio construction and portfolio transactions for
U.S. Small Company Portfolios, see "SMALL COMPANY MASTER FUNDS--Portfolio
Construction" and "SMALL COMPANY MASTER FUNDS--Portfolio Transactions."

         TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO AND PORTFOLIO X

INVESTMENT OBJECTIVES AND POLICIES


    The investment objective of each of these Portfolios is to achieve long-term
capital appreciation. The Portfolios provide investors with access to securities
portfolios consisting of small U.S. companies. Company size will be determined
for purposes of the Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio
X solely on the basis of a company's market capitalization which will be
calculated by multiplying the price of a company's stock by the number of its
shares of outstanding common stock.



    The Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X will
invest at least 80% of their assets in equity securities of U.S. companies and
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.
Investors which, for a variety of reasons, may choose not to make substantial,
or any, direct investment in companies whose securities will be held by the
Portfolios, may participate in the investment performance of these companies
through ownership of a Portfolio's stock.



    The Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X will
invest in a broad and diverse group of small U.S. companies having readily
marketable securities. The Portfolios will purchase common stocks of companies
whose shares are listed on the NYSE, AMEX or traded OTC. The Portfolios 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 such
Portfolios. Except as described under "Portfolio Construction," it is the
intention of the Portfolio and Series to acquire a large portion of the common
stock of each eligible NYSE, AMEX and OTC company on a market capitalization
weighted basis. (See "SMALL COMPANY MASTER FUNDS--Portfolio Construction.") In
the future, the Portfolios may purchase may purchase common stocks of small U.S.
companies which are listed on other U.S. securities exchanges. In addition, the
Portfolios are authorized to invest in 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 each
Portfolio's net assets at the time of purchase.


                                       26
<PAGE>
PORTFOLIO CONSTRUCTION


    The Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X each
intend to invest in a large portion of the universe of companies whose shares
are eligible for investment; shares of a certain number of eligible companies
will be held by both. It is intended, for example, that the securities portfolio
of the Tax-Managed U.S. 6-10 Small Company Portfolio will not be identical to
that of the Tax-Managed U.S. 6-10 Small Company Portfolio X, even though the
investment criteria of each are the same.



    Management strategies used by the Advisor to defer the realization of net
capital gains or minimize dividend income, from time to time, may cause
deviation from market capitalization weighting. The Tax-Managed U.S. 6-10 Small
Company Portfolio and Portfolio X should not be expected to adhere to their
market capitalization weightings to the same extent as the non-tax managed
Portfolios and Master Funds.


                      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 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 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
and options thereon for other than bona fide hedging purposes, the Portfolio
will not purchase futures contracts or options thereon, if, as a result, more
than 5% of its net assets would then consist of initial margin deposits and
premiums required to establish such positions.

PORTFOLIO CONSTRUCTION

    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.

                                       27
<PAGE>
    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.

    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.

    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.

                                       28
<PAGE>
                      INTERNATIONAL PORTFOLIOS--COUNTRIES

    As you read the following descriptions of the International Portfolios,
please refer to the tables below to determine in what countries each Portfolio
invests. As of the date of this Prospectus, the International Master Funds and
Portfolios are invested or authorized to invest in the countries listed in the
tables below. The Advisor will determine in its discretion when and whether to
invest in countries which have been authorized, depending on a number of factors
such as asset growth in a portfolio and characteristics of each country's
markets.

                               DEVELOPED MARKETS


<TABLE>
<CAPTION>
                                    DFA
                                INTERNATIONAL
                                   VALUE
                                SERIES AND
                                TAX-MANAGED
                                    DFA
                                INTERNATIONAL                                                  DFA
                                   VALUE     JAPANESE    PACIFIC                CONTINENTAL INTERNATIONAL
                    LARGE CAP    PORTFOLIO     SMALL    RIM SMALL   U.K. SMALL    SMALL     SMALL CAP
                    INTERNATIONAL     AND     COMPANY    COMPANY     COMPANY     COMPANY      VALUE
    COUNTRIES       PORTFOLIO   PORTFOLIO X   SERIES      SERIES      SERIES     SERIES     PORTFOLIO
<S>                 <C>         <C>          <C>        <C>         <C>         <C>        <C>
Australia.........   Invested    Invested       NA       Invested       NA         NA       Invested
Austria...........   Invested    Invested       NA          NA          NA      Invested    Invested
Belgium...........   Invested    Invested       NA          NA          NA      Invested    Invested
Denmark...........   Invested    Invested       NA          NA          NA      Invested    Invested
Finland...........   Invested    Invested       NA          NA          NA      Invested    Invested
France............   Invested    Invested       NA          NA          NA      Invested    Invested
Germany...........   Invested    Invested       NA          NA          NA      Invested    Invested
Hong Kong.........   Invested    Invested       NA       Invested       NA         NA       Invested
Ireland...........   Invested    Invested       NA          NA          NA      Invested    Invested
Italy.............   Invested    Invested       NA          NA          NA      Invested    Invested
Japan.............   Invested    Invested    Invested       NA          NA         NA       Invested
Malaysia*.........  Invested*    Invested+      NA      Invested*       NA         NA       Invested*
Netherlands.......   Invested    Invested       NA          NA          NA      Invested    Invested
New Zealand.......   Invested    Invested       NA       Invested       NA         NA       Invested
Norway............   Invested    Invested       NA          NA          NA      Invested    Invested
Portugal..........   Invested    Invested       NA          NA          NA         NA          NA
Singapore.........   Invested    Invested       NA       Invested       NA         NA       Invested
Spain.............   Invested    Invested       NA          NA          NA      Invested    Invested
Sweden............   Invested    Invested       NA          NA          NA      Invested    Invested
Switzerland.......   Invested    Invested       NA          NA          NA      Invested    Invested
United Kingdom....   Invested    Invested       NA          NA       Invested      NA       Invested
</TABLE>


                                       29
<PAGE>
                                EMERGING MARKETS


<TABLE>
<CAPTION>
                            EMERGING MARKET    EMERGING MARKETS VALUE  EMERGING MARKETS SMALL
        COUNTRIES                SERIES                 FUND                    CAP
<S>                        <C>                 <C>                     <C>
Argentina................       Invested              Invested                Invested
Brazil...................       Invested              Invested                Invested
Chile....................       Invested              Invested                   NA
Greece...................       Invested              Invested                Invested
Indonesia................       Invested              Invested                Invested
Israel...................       Invested              Invested                Invested
Korea....................       Invested              Invested                Invested
Malaysia*................      Invested*             Invested*               Invested*
Mexico...................       Invested              Invested                Invested
Philippines..............       Invested              Invested                Invested
Portugal.................       Invested              Invested                   NA
Taiwan...................       Approved              Approved                Approved
Thailand.................       Invested              Invested                Invested
Turkey...................       Invested              Invested                Invested
Hungary..................       Approved              Approved                Approved
Poland...................       Approved              Approved                Approved
</TABLE>


*   As of September 10, 1998, the Master Funds and Portfolios that invest in
    Malaysian securities discontinued further investment in such securities as a
    consequence of certain restrictions imposed by the Malaysian government on
    the repatriation of assets by foreign investors such as the Master Funds and
    Portfolios.


+   The Tax-Managed DFA International Value Portfolio and Portfolio X currently
    have no investments in Malaysia.


    On September 1, 1998, the Malaysian government announced a series of capital
and foreign exchange controls on the Malaysian currency, the ringgit, and on
transactions on the Kuala Lumpur Stock Exchange, that operated to severely
constrain or prohibit foreign investors, including the corresponding Master
Funds in which certain Portfolios invest their assets, from repatriating assets.
Pursuant to these regulations, the Portfolios and Master Funds were not
permitted to convert the proceeds of the sale of their Malaysian investments
into U.S. dollars prior to September 1, 1999.


    As a consequence of these developments, the Portfolios and Master Funds have
stopped investing additional funds in Malaysia effective September 10, 1998. On
February 4, 1999, the Malaysian government announced the imposition of a levy on
repatriation of portfolio capital. The levy replaced the 12-month holding period
imposed under the September 1, 1998 exchange control rules. The amount of the
levy depends on the duration that funds have been held in Malaysia. With respect
to funds invested in Malaysia prior to February 15, 1999, which includes all the
funds so invested by the Portfolios and Master Funds, profits from investment
made during the 12-month holding period are exempt from imposition of a levy. A
levy will be imposed, however, on the amount attributable to the cost of the
investment that is repatriated. Currently, amounts attributable to the cost of
the investment repatriated within one year of the date of their initial
investment are subject to the levy at a decreasing rate. It is anticipated that
a levy will no longer be imposed after September 1, 1999, at which time the
Malaysian authorities will implement a capital gains tax.


    The Portfolios and the Master Funds are presently valuing the Malaysian
investments that they have held since September, 1998 at the current market
prices of the securities and discounting the U.S. dollar-ringgit currency
exchange rate. The Portfolios and the Master Funds consider their Malaysian
investments to be liquid, as a result of transactions where the Portfolios and
the Master Funds have successfully sold certain Malaysian investments, and also
because of changes in the Malaysian regulatory environment. It is

                                       30
<PAGE>
impossible to predict future events in Malaysia and what, if any, further
actions the Malaysian government may take that may impact the Malaysian
investments of the Portfolios and the Master Funds. The Advisor is closely
monitoring developments in Malaysia, and will continue to manage the Malaysian
investments in the best interests of investors.


    As of August 31, 1999, Malaysian securities constituted approximately the
following percentages of the net asset value of the designated Master Funds and
Portfolios: Pacific Rim Series, 15.4%; International Small Company Portfolio,
4.67%; Emerging Markets Value Portfolio, 12.21%; Emerging Markets Small Cap
Series, 10.81%; and Emerging Markets Series, 9.09%. Malaysian securities
constituted less than three percent of the net asset value of the other
Portfolios and Master Series.


                       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.

    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.

    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.

    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 large company stocks for inclusion in the
Portfolio involves greater risk than including a large number of them.

    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.

                       DFA INTERNATIONAL VALUE PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

    The investment objective of DFA International Value Portfolio is to achieve
long-term capital appreciation. The Portfolio invests 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 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

                                       31
<PAGE>
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.

    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 net assets would then consist of initial margin deposits required to
establish such contracts.

    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.

    It is management's belief that the value stocks of large companies, 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.

         TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO AND PORTFOLIO X

INVESTMENT OBJECTIVE AND POLICIES


    The Tax-Managed DFA International Value Portfolio and Portfolio X
(collectively, the Tax-Managed International Value Portfolios) have the same
investment objective as, and investment policies that are similar to, the DFA
International Value Series. (See "DFA INTERNATIONAL VALUE PORTFOLIO-- Investment
Objective and Policies" above.) However, unlike the DFA International Value
Series, the Tax-Managed International Value Portfolio and Portfolio X employ tax
management strategies. In addition, the investment policies of the Tax-Managed
International Value Portfolio and Portfolio X, including their portfolio
construction, as discussed below, differ slightly from the DFA International
Value Series.


PORTFOLIO CONSTRUCTION


    The Tax-Managed International Value Portfolio and Portfolio X each intend to
invest in a large portion of the universe of companies whose shares are eligible
for investment; shares of a certain number of eligible companies will be held by
both.



    Further, in order to enable the Tax-Managed International Value Portfolio
and Portfolio X to pursue certain tax management strategies described under "Tax
Management Strategies," each of them intends to


                                       32
<PAGE>

purchase a large portion of the value securities that are eligible for purchase.
It is intended, for example, that the securities portfolio of the Tax-Managed
DFA International Value Portfolio will not be identical to that of the
Tax-Managed DFA International Value Portfolio X, even though the investment
criteria of each are the same.



    Management strategies used by the Advisor to defer the realization of net
capital gains or minimize dividend income, from time to time, may cause
deviation from market capitalization weighting. The Tax-Managed International
Value Portfolio and Portfolio X should not be expected to adhere to their market
capitalization weightings to the same extent as the non-tax managed Portfolios
and Master Funds.


                     INTERNATIONAL SMALL COMPANY PORTFOLIOS

INVESTMENT OBJECTIVES AND POLICIES

    The International Small Company Portfolio, and the Japanese Small Company,
Pacific Rim Small Company, United Kingdom Small Company and Continental Small
Company Series of the Trust (the latter four being referred to hereinafter as
the "International Small Company Master Funds") each have an investment
objective to achieve long-term capital appreciation. The International Small
Company Portfolios provide investors with access to securities portfolios
consisting of small Japanese, United Kingdom, European and Pacific Rim
companies. Company size will be determined for purposes of these Portfolios and
Master Funds solely on the basis of a company's market capitalization which will
be calculated by multiplying the number of outstanding shares of the company
that are similar to domestic common stocks by the price of the company's stock.

    Each International Small Company Master Fund intends to invest at least 80%
of its assets in equity securities of its targeted country or region of the
world. The International Small Company Master Funds 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 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 International Small Company Master Funds, may participate in the
investment performance of these companies through ownership of a Portfolio's
stock.

INTERNATIONAL SMALL COMPANY PORTFOLIO

    The International Small Company Portfolio seeks to achieve its investment
objective by investing virtually all of its assets in up to four International
Small Company Master Funds in such relative portions as determined by the
Advisor from time to time. For a complete description of the investment
objectives and policies, portfolio structure and transactions for each
International Small Company Master Fund, see "INTERNATIONAL SMALL COMPANY
PORTFOLIOS--INVESTMENT OBJECTIVES AND POLICIES." 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.

    As of the date of this prospectus, the International Small Company Portfolio
invests in the shares of the International Small Company Master Funds within the
following percentage ranges:

<TABLE>
<CAPTION>
INTERNATIONAL SMALL COMPANY MASTER FUNDS                                  INVESTMENT RANGE
- ------------------------------------------------------------------------  -----------------
<S>                                                                       <C>
Japanese Small Company..................................................          20-45%
Pacific Rim Small Company...............................................           0-25%
United Kingdom Small Company............................................           5-25%
Continental Small Company...............................................          20-45%
</TABLE>

                                       33
<PAGE>
    The allocation of the assets of International Small Company Portfolio to be
invested in the International Small Company Master Funds will be determined by
the Advisor on at least a semiannual basis. In setting the target allocation,
the Advisor will first consider the market capitalizations of all eligible
companies in each of the International Small Company Master Funds. The Advisor
will calculate the market capitalizations for each International Small Company
Master Fund in the manner described under "INTERNATIONAL SMALL COMPANY
PORTFOLIOS--INVESTMENT OBJECTIVES AND POLICIES." In determining the target
allocations, the Advisor, using its best judgment, will seek to eliminate the
effect of cross holdings between companies on a portfolio by portfolio 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
International Small Company Master Fund, 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 September 10, 1998, the International Small Company Portfolio discontinued
further investment in the Pacific Rim Master Fund as a consequence of certain
restrictions imposed by the Malaysian government on the repatriation of assets
by foreign investors, such as the International Small Company Portfolio. Under
normal conditions, the target allocations for investment by the Portfolio in the
International Small Company Master Fund are: Japanese Small Company Series--25%;
United Kingdom Small Company Series--20%; Continental Small Company Series--40%;
and Pacific Rim Small Company Series--15%. As of the date of this prospectus,
the target allocations noted above do not reflect current allocations. As of
June 14, 1999, the International Small Company Portfolio resumed investment in
the Pacific Rim Master Series as a consequence of events in Malaysia that the
Advisor believes have demonstrated an improved investment climate and regulatory
environment.

JAPANESE SMALL COMPANY PORTFOLIO

    Japanese Small Company Portfolio invests 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. (See "SMALL
COMPANY MASTER FUNDS-- Portfolio Construction.")

PACIFIC RIM SMALL COMPANY PORTFOLIO

    Pacific Rim Small Company Portfolio invests 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 Pacific Rim Asian countries
whose shares are traded principally on the securities markets located in those
countries. As of September 10, 1998, the Pacific Rim Small Company Portfolio
ceased offering its shares to new investors as a consequence of certain
restrictions imposed by the Malaysian government on the repatriation of assets
by foreign investors, such as the Pacific Rim Series. As of June 14, 1999, the
Pacific Rim Small Company Portfolio resumed offering

                                       34
<PAGE>
its shares to new investors as a consequence of events in Malaysia that the
Advisor believes have demonstrated an improved investment climate and regulatory
environment.

    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. The Advisor typically will use the appropriate
country indices of the Financial Times Actuaries World Index ("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. (See "SMALL COMPANY MASTER FUNDS-- Portfolio
Construction.")

UNITED KINGDOM SMALL COMPANY PORTFOLIO

    United Kingdom Small Company Portfolio invests 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-Registered Trademark- 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-Registered Trademark- 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. (See "SMALL
COMPANY MASTER FUNDS--Portfolio Construction.")

CONTINENTAL SMALL COMPANY PORTFOLIO


    Continental Small Company Portfolio invests 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 (See the list of countries under "INTERNATIONAL PORTFOLIOS--Countries"
above). 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. The Advisor typically will use the appropriate
country indices of the 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


                                       35
<PAGE>
purchase by nonresident 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 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 "SMALL COMPANY MASTER FUNDS--Portfolio
Construction.")

                           SMALL COMPANY MASTER FUNDS

PORTFOLIO CONSTRUCTION


    Each U.S. Small Company Master Fund and International Small Company Master
Fund and the Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X
(collectively the "Small Company Portfolio and Master Funds") is market
capitalization weighted. That is, each security is generally purchased based on
the issuer's relative market capitalization. In this way, the amount of a
particular security owned by a Small Company Portfolio or Master Fund is keyed
to that security's market capitalization compared to all securities eligible for
purchase. The following discussion applies to the investment policies of the
Small Company Master Funds.


    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 those 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 part of a merger, consolidation or acquisition of assets.)

    If securities must be sold in order to obtain funds to make redemption
payments, such securities 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 "SMALL COMPANY
MASTER FUNDS--Portfolio Transactions.")

    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.

    On a periodic basis, the Advisor will review the holdings of each Small
Company Portfolio and Master Fund and determine which, at the time of such
review, are no longer considered small U.S., Japanese,

                                       36
<PAGE>
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 Portfolio or Master Fund 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.

                  DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

INVESTMENT OBJECTIVES 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. Under normal market conditions, at least 65% of the
Portfolio's assets will be invested in value stocks of small 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. 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. 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
purposes, the Portfolio will not purchase futures contracts if as a result more
than 5% of its net assets would then consist of initial margin deposits required
to establish such contracts.

    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.

    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 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.

                                       37
<PAGE>
                          EMERGING MARKETS PORTFOLIO,
                      EMERGING MARKETS VALUE PORTFOLIO AND
                      EMERGING MARKETS SMALL CAP 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 invests 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 invests 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 and policies as the Portfolio. The investment
objective of the Dimensional Emerging Markets Value Fund Inc. ("Dimensional
Emerging Markets Value Fund") is to seek long-term capital growth through
investment primarily in emerging market equity securities. The Emerging Markets
Value Portfolio invests all of its assets in the Dimensional Emerging Markets
Value Fund, which has the same investment objective and policies as the
Portfolio. The Emerging Markets Series, the Emerging Markets Small Cap Series
and the Dimensional Emerging Markets Value Fund are referred to collectively as
the "Emerging Markets Master Funds." Each Emerging Markets Master Fund seeks to
achieve its investment objective by investing in emerging markets designated by
the Investment Committee of the Advisor ("Approved Markets"). (See the list of
countries under "INTERNATIONAL PORTFOLIOS--COUNTRIES" above.) Each Emerging
Markets 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").

EMERGING MARKETS MASTER FUNDS 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 Dimensional Emerging Markets Value 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.

    The Dimensional Emerging Markets Value 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.

                                       38
<PAGE>
    Each Emerging Markets 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, restrictions
on purchases by foreigners, and each Emerging Markets 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 Dimensional Emerging Markets
Value 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
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
Dimensional Emerging Markets Value Fund, the data, analysis and classification
of countries published or disseminated by the International Bank for
Reconstruction and Development (commonly known as the World Bank) and the
International Finance Corporation, among other things, will be considered.
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, relative availability of
investor information, government regulation, including fiscal and foreign
exchange repatriation rules and the availability of other access to these
markets for the Emerging Markets Series, the Emerging Markets Small Cap Series
and the Dimensional Emerging Markets Value Fund.

    Each Emerging Markets 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.

    The Emerging Markets Master Funds also may invest up to 10% of their total
assets 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. In some Approved Markets, it will be
necessary or advisable for an Emerging Markets Master Fund to establish a wholly
owned subsidiary or a trust for the purpose of investing in the local markets.

                                       39
<PAGE>
PORTFOLIO CONSTRUCTION

    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 Dimensional Emerging Markets Value Fund's
criterion for investment, it may not be included in an Emerging Markets 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-Registered Trademark- Index).
The Advisor will also exercise discretion in determining the allocation of
investments 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 Dimensional Emerging
Markets Value 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 Emerging Markets 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 an Emerging Markets Master Fund do pay dividends.
It is anticipated, therefore, that the Emerging Markets Master Funds will
receive dividend income.

                            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 return in excess of the rate of inflation with a minimum
of risk. The DFA One-Year Fixed Income Portfolio invests all of its assets in
the 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 may concentrate its investments in obligations of U.S. and
foreign banks and bank holding companies (see "Investments in the Banking
Industry").

                                       40
<PAGE>
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. The DFA Two-Year
Global Fixed Income Portfolio invests all of its assets in the 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.

    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 may concentrate its investments in obligations of
U.S. and foreign banks and bank holding companies (see "Investment in the
Banking Industry").

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 FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO

    The investment objective of DFA Five-Year 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 invest at least 65% of its assets in 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.

                                       41
<PAGE>
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 purchase 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 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 net assets would then consist of initial margin deposits and
premiums required to establish such positions.

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 Two-Year Global Fixed Income Series................................              1-10
DFA Five-Year Government Portfolio.....................................             1,2,6
DFA Five-Year 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--Nonconvertible corporate debt securities
(e.g., bonds and debentures, which are issued by companies whose commercial
paper is rated Prime1 by Moody's Investors Services, Inc. ("Moody's") or A1 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.

                                       42
<PAGE>
    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, A1 or better by S&P or
Prime1 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 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.

    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 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. The Feeder Portfolios that invest in the above Master Funds, the DFA
One-Year Fixed Income Portfolio and DFA Two-Year Global Fixed Income Portfolio,
each have the same policy. This policy can only be changed by a vote of
shareholders. Investments in the Master Funds will not be considered investments
in the banking industry so that a Feeder Portfolio may invest all or
substantially all of its assets in its respective Master Fund. When investment
in such obligations exceeds 25% of the total net assets of any of these Master
Funds, such Master Fund will be considered to be concentrating its investments
in the banking industry. As of the date of this prospectus, (i) the One-Year
Fixed Income Series is not concentrating its investment in this industry and
(ii) the Two-Year Global Fixed Income Series is concentrating its investment in
this industry.

                                       43
<PAGE>
    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. 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 Series will be chosen with a view to maximizing anticipated 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 Five-Year 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. 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.

                           TAX MANAGEMENT STRATEGIES


    The Tax-Managed U.S. 5-10 Value Portfolios, the Tax-Managed U.S. Marketwide
Value Portfolios, the Tax-Managed Marketwide Value Series, the Tax-Managed U.S.
6-10 Small Company Portfolios, and the Tax-Managed International Value
Portfolios (individually, a "Tax-Managed Portfolio or Series" and collectively,
the "Tax-Managed Portfolios and Series") seek to minimize the impact of federal
taxes on investment returns by managing their portfolios in a manner that will
defer the realization of net capital gains where possible and may minimize
dividend income.


    When selling securities, a Tax-Managed Portfolio or Series, typically, will
select the highest cost shares of the specific security in order to minimize the
realization of capital gains. In certain cases, the highest

                                       44
<PAGE>
cost shares may produce a short-term capital gain. Since short-term capital
gains generally are taxed at higher tax rates than long-term capital gains, the
highest cost shares with a long-term holding period may be disposed of instead.
Each Tax-Managed Portfolio or Series, when possible, will refrain from disposing
of a security until the long-term holding period for capital gains for tax
purposes has been satisfied. Additionally, each Tax-Managed Portfolio or Series,
when consistent with all other tax management policies, may sell securities in
order to realize capital losses. Realized capital losses can be used to offset
realized capital gains, thus reducing capital gains distributions.

    In addition to selling practices used among all Series and Portfolios
managed by the Advisor, securities may be sold by a Tax-Managed Series or
Portfolio to a Series or Portfolio having an identical investment objective and
policies. Specifically, for example, Tax-Managed U.S. 5-10 Value Portfolio may
sell portfolio securities to Tax-Managed U.S. 5-10 Value Portfolio X (and vice
versa). Such sales would be made to realize losses on securities which would be
used to offset gains on other securities realized by the selling Portfolio. Such
transactions are intended to benefit both Portfolios or Series that are parties
to the transaction. The selling Portfolio will recognize a loss which it can use
to offset realized gains, while the purchasing Portfolio will acquire an
eligible portfolio security, at a current market price, but without payment of
brokerage commissions.


    While the Advisor believes this strategy can be both tax and cost efficient,
applicable federal tax law provides for suspension of recognition of losses and
potential disallowance of such losses incurred on the sale of securities by a
Tax-Managed Portfolio or Series to another Tax-Managed Portfolio or Series if,
as of the date of any sale of a loss security, five or fewer persons own or are
considered for tax purposes to own more than 50% of the outstanding shares of
both the selling and purchasing Portfolio. The Advisor intends to control the
number of investors in each Tax-Managed Portfolio in several ways. First, as
with all portfolios that the Advisor manages, it retains the right in its
discretion to reject any initial or additional investment for any reason and to
suspend the offering of shares of any portfolio. Second, the Advisor intends to
offer the shares of each Portfolio to relatively few institutional investors and
anticipates that shares will be offered primarily to individual investors,
thereby creating a substantial number of shareholders in each Portfolio.
Finally, the Advisor intends to monitor closely all purchases of shares of the
Tax-Managed Portfolios in order to increase the probability that the five or
fewer shareholder threshold is not violated.


    The timing of purchases and sales of securities may be managed to minimize
the receipt of dividends when possible. With respect to dividends that are
received, the Tax-Managed Portfolios and Series may not be eligible to flow
through the dividends received deduction attributable to holdings in U.S. equity
securities to corporate shareholders if, because of timing activities, the
requisite holding period of the dividend paying stock is not met. Portfolio
investments also may be managed to emphasize low dividend-yielding securities.

    The Tax-Managed Portfolios and Series are expected to deviate from their
market capitalization weightings to a greater extent than the other Portfolios
and Master Funds. For example, the Advisor may exclude the stock of a company
that meets applicable market capitalization criteria in order to avoid dividend
income, and may sell stock of a company that meets applicable market
capitalization criteria in order to realize a capital loss. Also, while the
non-Tax-Managed Portfolios and Series are managed with the expectation that
securities generally will be held for longer than one year, the Tax-Managed
Portfolios and Series may dispose of securities whenever the Advisor determines
that disposition is consistent with their tax management strategies or is
otherwise in the best interest of a Tax-Managed Portfolio or Series.

    Although the Advisor intends to manage each Tax-Managed Portfolio or Series
in a manner to minimize the realization of capital gains and taxable dividend
income each year, the Portfolios may nonetheless distribute taxable gains and
dividends to shareholders. Of course, realization of capital gains is not
entirely within the Advisor's control. Capital gains distributions may vary
considerably from year to year; there will be no capital gains distributions in
years when a Tax-Managed Portfolio or Series realizes a

                                       45
<PAGE>
net capital loss. Furthermore, the redeeming shareholders will be required to
pay taxes on their capital gains, if any, on a redemption of a Portfolio's
shares, whether paid in cash or in kind, if the amount received on redemption is
greater than the amount of the shareholder's tax basis in the shares redeemed.

                               PORTFOLIO TURNOVER

    The Enhanced U.S. Large Company and DFA Two-Year Global Fixed Income
Portfolios engage in frequent trading of portfolio securities. A high portfolio
turnover rate may have negative tax consequences to shareholders and may result
in increased trading costs.

    There is no fee imposed on an exchange. However, the Funds reserve 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 Funds reserve 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.

                     PORTFOLIO TRANSACTIONS--ALL PORTFOLIOS

    With respect to all Domestic and International Equity Portfolios and the
Master Funds in which such Portfolios might invest, investments will generally
be made in eligible securities on a market capitalization weighted basis.
Securities will not be purchased or sold based on the prospects for the economy,
the securities markets or the individual issuers whose shares are eligible for
purchase. 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 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. Securities, including those eligible for purchase, may be disposed of,
however, at any time when, in the Advisor's judgment, circumstances warrant
their sale, including but not limited to tender offers, mergers and similar
transactions, or bids made for block purchases at opportune prices. 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 investment policy of each
Portfolio.

                                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 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 Series will receive
collateral consisting of cash or U.S. government securities, which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. In addition, the Portfolios and 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 Funds or the Trust could experience delay in recovering the
loaned securities. Management believes that this risk can be controlled through
careful monitoring procedures.

                 DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

    The portfolio structures of each Small Company Portfolio and Master Fund,
the Large Cap International Portfolio, the DFA Real Estate Securities Portfolio,
each Value Master Fund, the International

                                       46
<PAGE>
Value Series, the DFA International Small Cap Value Portfolio and the
Tax-Managed Portfolios and Series involve market capitalization weighting. That
is, their investment portfolios are market capitalization weighted. Deviation
from strict market capitalization weighting may occur for several reasons. The
Advisor may exclude the stock of a company that meets applicable market
capitalization criterion if the Advisor determines in its best judgment that the
purchase of such stock is inappropriate given other conditions. The Advisor does
not anticipate that a significant number of securities that meet the market
capitalization criteria will be selectively excluded from the Large Cap
International Portfolio. Deviation also will occur because the Advisor intends
to purchase in round lots only. Furthermore, the Advisor may reduce the relative
amount of any security held from the level of strict adherence to market
capitalization weighting, in order to retain sufficient portfolio liquidity. A
portion, but generally not in excess of 20% of assets may be invested in
interest bearing obligations, such as money market instruments, thereby causing
further deviation from strict market capitalization weighting. A further
deviation may occur due to investments in privately placed convertible
debentures.

    The Tax-Managed Portfolios and Series should not be expected to adhere to
their market capitalization weightings to the same extent as the other
Portfolios and Master Funds. The tax management strategies used by the Advisor
to defer the realization of net capital gains or minimize dividend income, from
time to time, may cause deviation from 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. (The 4-10 Value Series may limit purchases of common
stocks in the 9th and 10th deciles to those times when it is advantageous to do
so.) In addition, securities eligible for purchase or otherwise represented in a
portfolio may be acquired in exchange for the issuance of shares. (See "PURCHASE
OF SHARES--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 assets.

    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 prepare lists of companies whose stock is eligible for investment
by a portfolio. Additional investments generally will not be made in securities
which have changed in value sufficiently to be excluded from the Advisor's then
current market capitalization requirement for eligible portfolio securities.
This may result in further deviation from strict market capitalization
weighting. Such deviation could be substantial if a significant amount of a
portfolio's holdings change in value sufficiently to be excluded from the
requirement for eligible securities, but not by a sufficient amount to warrant
their sale.

                            MANAGEMENT OF THE FUNDS

    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 non-feeder Portfolios 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 International
Master Funds 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. The Advisor's address is 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401. For advisory fees that the Portfolios have
incurred for the fiscal year ended November 30, 1998, see "ANNUAL FUND OPERATING
EXPENSES."

                                       47
<PAGE>
    The Funds 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 waivers or reductions and with
respect to the U.S. Large Company Portfolio. Expenses allocable to a particular
Portfolio or Master Fund are so allocated. The expenses of a Fund which are not
allocable to a particular Portfolio are to be borne by each Portfolio of the
Fund 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
Master Fund 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 $31 billion. 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--JAPANESE AND PACIFIC RIM SMALL COMPANY SERIES

    Pursuant to Sub Advisory Agreements with the Advisor, DFA Australia, Suite
2001, Level 20 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 semiannual 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.

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 a semiannual 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. 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.

                                       48
<PAGE>

CONSULTING SERVICES--LARGE CAP INTERNATIONAL PORTFOLIO, DFA INTERNATIONAL VALUE
  SERIES, TAX-MANAGED INTERNATIONAL VALUE PORTFOLIO AND PORTFOLIO X, DFA
  INTERNATIONAL SMALL CAP VALUE PORTFOLIO, EMERGING MARKETS SERIES, EMERGING
  MARKETS SMALL CAP SERIES AND DIMENSIONAL EMERGING MARKETS VALUE 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,
Tax-Managed International Value Portfolio and Portfolio X, Emerging Markets
Series, Emerging Markets Small Cap Series and Dimensional Emerging Markets Value
Fund.


                DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

    The policy of the Domestic and International Equity Portfolios, except U.S.
Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Large Cap
Value Portfolio, Tax-Managed U.S. Marketwide Value Portfolio, Tax-Managed U.S.
Marketwide Value Portfolio X and DFA International 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, U.S. Large Cap Value Portfolio, Tax-Managed U.S. Marketwide Value
Portfolio, Tax-Managed U.S. Marketwide Value Portfolio X and DFA International
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 Five-Year Global Fixed Income Portfolios,
and semiannually by DFA Five-Year Government Portfolio. Any net realized capital
gains of the Fixed Income Portfolios will be distributed annually after the end
of the fiscal year.


    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, Tax-Managed U.S. 6-10 Small Company Portfolio,
Tax-Managed U.S. 6-10 Small Company Portfolio X, the Fixed Income Portfolios,
DFA Real Estate Securities Portfolio, U.S. Large Company Portfolio, the U.S.
Value Portfolios and the U.S. Tax-Managed Value Portfolios upon written notice
to the Adviser, the shareholder selects one of the options listed below. While
shareholders of the Enhanced U.S. Large Company Portfolio will automatically
receive all capital gains distributions in additional shares of the Portfolio,
upon written notice to 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.

    Certain investments by the Portfolios (or their corresponding Master Fund)
may be subject to special rules which may affect the amount, character and
timing of the income to the investing entity. Some of these rules are referenced
in the statement of additional information. Specifically, prospective investors
should consult the statement of additional information for further information
regarding the extent to which distributions from a Portfolio may be eligible for
the dividends received deduction or whether certain foreign tax credits may be
available to an investor in a Portfolio.

                                       49
<PAGE>
    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 Funds 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. 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 and on sales of shares of a Portfolio. 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 the statement of additional information.
Prospective investors should also consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in a
Portfolio.

                               PURCHASE OF SHARES

CASH PURCHASES

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

    "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 nonpayment, the
purchaser will be responsible for any loss incurred by a Fund arising out of
such cancellation. To recover any such loss, the Funds reserve 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.

    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

                                       50
<PAGE>
(Federal Funds) by wire to PNC Bank, N.A. for the account of DFA Investment
Dimensions Group Inc. (specify Portfolio) or, with regard to purchases of the
DFA International Value Portfolio, for the account of Dimensional Investment
Group Inc. (DFA International Value 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 (other than the DFA International Value
Portfolio) by check should send their check to DFA Investment Dimensions Group
Inc., c/o PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. To
purchase shares of the DFA International Value Portfolio investors should send
their check to Dimensional Investment Group Inc., c/o PFPC Inc., at the above
address.

    Payment of the total amount due should be made in U.S. dollars. Subject to
approval by the Advisor, payment may be made in any freely convertible currency
and the necessary foreign exchange transactions will be arranged on behalf of,
and at the expense of, the applicant. Applicants settling in any currency other
than U.S. dollars are advised that a delay in processing a purchase or
redemption may occur to allow for currency conversion.

    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 Funds. 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 Funds, 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 Five-Year 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 Funds
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 Five-Year Global Fixed Income Portfolio with local currencies should first
contact the Advisor for wire instructions.

    The Funds 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 respective 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
Five-Year Global Fixed Income Portfolio or the International Small Company
Portfolio. The Funds 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.

                                       51
<PAGE>
                              VALUATION OF SHARES

NET ASSET VALUE


    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 respective 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 in which such Portfolios invest.
Securities held by the Portfolios and the 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, Tax-Managed U.S. 6-10 Small Company Portfolio,
Tax-Managed U.S. 6-10 Small Company Portfolio X, the U.S. Large Company Series,
DFA Real Estate Securities Portfolio, the Value Master Funds, the Tax-Managed
U.S. 5-10 Value Portfolios, the Tax-Managed U.S. Marketwide Value Series, DFA
International Value Series, the Tax-Managed International Value Portfolio and
Portfolio X, Emerging Markets Series, Emerging Markets Small Cap Series and
Dimensional Emerging Markets Value 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), DFA International Value Series, the
Tax-Managed International Value Portfolio and Portfolio X, Two-Year Global Fixed
Income Series and DFA Five-Year Global Fixed Income Portfolio are expressed in
U.S. dollars by translating the net assets of each Portfolio, or Master Fund
using the mean between the most recent bid and asked prices 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 Funds may from time to time appoint a sub-transfer
agent for the receipt of purchase orders and funds from certain investors. With
respect to such investors, the shares of the Portfolio selected will be priced
at the public offering price calculated after receipt of the purchase order by
the sub-transfer agent. The only difference between a normal purchase and a
purchase through a sub-transfer agent is that if the investor buys shares
through a sub-transfer agent, the purchase price will be the public offering
price next calculated after the sub-transfer agent receives the order, rather
than on the day the custodian receives the investor's payment (provided that the
sub-transfer agent has received the investor's purchase order in good order).
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

                                       52
<PAGE>
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 Dimensional Emerging Markets Value 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 Fund, 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 Fund.

    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.

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
"PURCHASE OF SHARES--In-Kind Purchases" and "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES.") The table in "FEES AND 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.

                                       53
<PAGE>
    For each Portfolio that charges a reimbursement fee, except the DFA
International Small Cap Value and the International Small Company Portfolios,
the Master Funds 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 International
Master Funds. 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
International Master Funds by a fraction equal to the portion of the assets of
the Portfolio which, at such time, is being allocated to each International
Master Funds and adding the results thereof. If there is a change to the
reimbursement fee of an International Master Funds during a quarter, the blended
rate will be recalculated to reflect such change in the International Master
Funds' reimbursement fee.

    The public offering price of shares of the Domestic Equity Portfolios,
United Kingdom Small Company Portfolio, Large Cap International Portfolio, DFA
International Value Portfolio, the Tax-Managed International Value Portfolios
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.

                               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 a letter of instruction and mailing it to:

DFA Investment Dimensions Group Inc. or, in the case of the DFA International
Value Portfolio, to Dimensional Investment Group Inc., as follows:

                            Attn: Client Operations
                         1299 Ocean Avenue, 11th Floor
                             Santa Monica, CA 90401

    The minimum amount for an exchange is $100,000. Exchanges are accepted into
or from any of the Portfolios 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 certain other portfolios of
Dimensional Investment Group Inc., subject to the minimum purchase requirement
set forth in the applicable portfolio'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 prospectuses of other portfolios 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 Funds, 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. Excessive use of the
exchange privilege is defined as any pattern of exchanges among portfolios by an
investor that evidences market timing.

    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 a letter of instruction in good order,

                                       54
<PAGE>
plus any applicable reimbursement fee on purchases by exchange. Exchanges with
respect to International Small Company Portfolio and any of the Feeder
Portfolios which invest in the International Master Funds are not subject to a
reimbursement fee. "Good order" means a completed a letter of instruction
specifying the dollar amount to be exchanged, signed by all registered owners of
the shares; and if a Fund does not have on file the authorized signatures for
the account, proof of authority and 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 stock
certificates have not been issued and the shares of the Portfolio being acquired
are registered in the investor's state of residence.

                              REDEMPTION OF SHARES

REDEMPTION PROCEDURE

    Investors who desire to redeem shares of a Portfolio must first contact the
Advisor at (310) 395-8005. 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 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 a Fund does not have on file the authorized
signatures for the account, proof of authority and 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 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 in writing, may request that
redemption proceeds be paid in federal funds wired to the bank they have
designated in writing. The Funds reserve the right to send redemption proceeds
by check in their 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 Funds reserve the right at any time to suspend or terminate the
redemption by wire procedure after prior notification to shareholders. No fee is
charged 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.") In the interests of economy
and convenience, certificates for shares are not 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 Funds 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.

                                       55
<PAGE>
REDEMPTION OF SMALL ACCOUNTS

    With respect to each Portfolio, the Funds reserve 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 a 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 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 a 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.

IN-KIND REDEMPTIONS

    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. 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, when in the best interests of the Portfolio. Such distributions will be
made in accordance with the federal securities laws and regulations governing
mutual funds. 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 Five-Year 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' 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. The Tax-Managed Portfolios
and Series are authorized to make redemption payments solely by a distribution
of portfolio securities (or a combination of securities and cash) when it is
determined by the Advisor to be consistent with the tax management strategies
described in this prospectus.

                             THE FEEDER PORTFOLIOS

    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
DFA Investment Trust Company and the Dimensional Emerging Markets Value Fund
Inc. at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005
for information about the availability of investing in a Master Fund and the
Dimensional Emerging Markets Value Fund other than through a Feeder Portfolio.

    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 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 International Master Funds,
International Small Company Portfolio will indirectly bear its pro rata share of
the operating expenses, management expenses and brokerage costs of such Master
Fund, as well as the expense of operating the Portfolio.

                                       56
<PAGE>
    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 Funds, 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.

    If the Board of Directors of the relevant Fund determines that it is in the
best interest of a Feeder Portfolio, the Feeder Portfolio may withdraw its
investment in a Master Fund at any time. Upon any such withdrawal, the Board
would consider what action the Portfolio might take, including either seeking to
invest its assets in another registered investment company with the same
investment objective as the Portfolio, which might not be possible, or retaining
an investment advisor to manage the Portfolio's assets in accordance with its
own investment objective, possibly at increased cost. 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. 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 Master Fund 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, DFA International Value 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."

                              FINANCIAL HIGHLIGHTS

    The Financial Highlights table is meant to help you understand each
Portfolio's financial performance for the past 5 years or, if shorter, the
period of that Portfolio's operations, as indicated by the table. (The
Tax-Managed U.S. 6-10 Small Company Portfolio X, Tax-Managed U.S. Marketwide
Value Portfolio X, Tax-Managed U.S. 5-10 Value Portfolio X and Tax-Managed DFA
International Value Portfolio X had not begun operations by May 31, 1999 so no
information is available for them.) The total returns in the table represent the
rate that you would have earned (or lost) on an investment in the Portfolio,
assuming reinvestment of all dividends and distributions. The information for
the six-month period ended May 31, 1999 has not been audited. The information
for each of the fiscal years has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Portfolios' financial statements (except the
Tax-Managed Portfolios and the U.S. 4-10 Value Portfolio), are included in the
annual reports. Further information about each Portfolio's performance (other
than the Tax-Managed U.S. 6-10 Small Company Portfolio X, Tax-Managed U.S.
Marketwide Value Portfolio X, Tax-Managed U.S. 5-10 Value Portfolio X and
Tax-Managed DFA International Value Portfolio X) is contained in the annual and
semi-annual reports which are available upon request.


    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, 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
Master Fund of the Trust.


                                       57
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                         THE U.S. LARGE COMPANY PORTFOLIO
                                     ------------------------------------------------------------------------
                                     SIX MONTHS    YEAR         YEAR         YEAR         YEAR         YEAR
                                       ENDED      ENDED        ENDED        ENDED        ENDED        ENDED
                                      MAY 31,    NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,
                                        1999       1998         1997         1996         1995         1994
                                     ----------  --------     --------     --------     --------     --------
                                     (UNAUDITED)
<S>                                  <C>         <C>          <C>          <C>          <C>          <C>

Net Asset Value, Beginning of
  Period...........................  $   34.61   $  28.48     $  22.73     $  18.12     $ 13.58      $ 13.91
                                     ----------  --------     --------     --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..............       0.30       0.43         0.42         0.41        0.35         0.37
Net Gains (Losses) on Securities
  (Realized and Unrealized)........       4.09       6.20         5.89         4.52        4.57        (0.22 )
                                     ----------  --------     --------     --------     --------     --------
Total From Investment Operations...       4.39       6.63         6.31         4.93        4.92         0.15
                                     ----------  --------     --------     --------     --------     --------
LESS DISTRIBUTIONS
Net Investment Income..............      (0.28 )    (0.43)       (0.43)       (0.31)      (0.36 )      (0.37 )
Net Realized Gains.................      (0.17 )    (0.07)       (0.13)       (0.01)      (0.02 )      (0.11 )
                                     ----------  --------     --------     --------     --------     --------
Total Distributions................      (0.45 )    (0.50)       (0.56)       (0.32)      (0.38 )      (0.48 )
                                     ----------  --------     --------     --------     --------     --------
Net Asset Value, End of Period.....  $   38.55   $  34.61     $  28.48     $  22.73     $ 18.12      $ 13.58
                                     ----------  --------     --------     --------     --------     --------
                                     ----------  --------     --------     --------     --------     --------
Total Return.......................      12.57%#    23.56%       28.26%       27.49%      36.54%        1.04%
                                     ----------  --------     --------     --------     --------     --------
Net Assets, End of Period
  (thousands)......................  $ 726,566   $549,962     $343,537     $187,757     $97,111      $48,638
Ratio of Expenses to Average Net
  Assets**.........................       0.15%*     0.15%(a)     0.15%(a)     0.21%(a)    0.24%(a)     0.24%(a)
Ratio of Net Investment Income to
  Average Net Assets...............       1.28%*     1.39%(a)     1.66%(a)     2.10%(a)    2.29%(a)     2.75%(a)
Portfolio Turnover Rate............        N/A        N/A          N/A          N/A         N/A          N/A
Portfolio Turnover Rate of Master
  Fund Series......................       5.01%*     9.31%        4.28%       14.09%       2.38%        8.52%
</TABLE>


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

*   Annualized

#  Non-annualized

**  Represents the combined ratios for the respective portfolio and its
    respective pro-rata share of its Master Fund Series.


(a) Had certain waivers and assumptions of expenses not been in effect the
    ratios of expenses to average net assets for the years ended November 30,
    1998 through 1994 would have been 0.32%, 0.35%, 0.45%, 0.46%, and 0.66%,
    respectively, and the ratios of net investment income to average net assets
    for the years ended November 30, 1998 through 1994 would have been 1.21%,
    1.46%, 1.85%, 2.23%, and 2.64%, respectively.


                                       58
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                       THE ENHANCED U.S.
                                                    LARGE COMPANY PORTFOLIO
                                        -----------------------------------------------
                                                       YEAR         YEAR        JULY 3
                                                      ENDED        ENDED          TO
                                                     NOV. 30,     NOV. 30,     NOV. 30,
                                                       1998         1997         1996
                                          SIX        --------     --------     --------
                                         MONTHS
                                         ENDED
                                        MAY 31,
                                          1999
                                        --------
                                        (UNAUDITED)

<S>                                     <C>          <C>          <C>          <C>
Net Asset Value, Beginning of
  Period...........................     $14.27       $ 13.61      $ 11.83      $ 10.00
                                        --------     --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..............       0.82          0.63         0.54         0.12
Net Gains (Losses) on Securities
  (Realized and Unrealized)........       0.82          2.15         2.40         1.71
                                        --------     --------     --------     --------
Total From Investment Operations...       1.64          2.78         2.94         1.83
                                        --------     --------     --------     --------
LESS DISTRIBUTIONS
Net Investment Income..............      (0.80  )      (0.72 )      (0.55 )         --
Net Realized Gains.................      (0.67  )      (1.40 )      (0.61 )         --
                                        --------     --------     --------     --------
Total Distributions................      (1.47  )      (2.12 )      (1.16 )         --
                                        --------     --------     --------     --------
Net Asset Value, End of Period.....     $14.44       $ 14.27      $ 13.61      $ 11.83
                                        --------     --------     --------     --------
                                        --------     --------     --------     --------
Total Return.......................      12.31  %#     23.73%       27.22%       18.30 %#
                                        --------     --------     --------     --------
Net Assets, End of Period
  (thousands)......................     $77,339      $61,536      $47,642      $29,236
Ratio of Expenses to Average Net
  Assets**.........................       0.42%*        0.45%(a)     0.52%(a)     0.65%*
Ratio of Net Investment Income to
  Average Net Assets...............       1.10%*        4.54%(a)     4.51%(a)     3.44%*
Portfolio Turnover Rate............        N/A           N/A          N/A          N/A
Portfolio Turnover Rate of Master
  Fund Series......................      72.31%*       86.98%      193.78%      211.07%*
</TABLE>


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

*   Annualized

#  Non-annualized


**  Represents the combined ratios for the respective portfolio and its
    respective pro-rata share of its Master Fund Series.



(a) Had certain waivers and assumption of expenses not been in effect, the ratio
    of expenses to average net assets for the years ended November 30, 1998 and
    1997 would have been 0.46% and 0.54%, respectively, and the ratio of net
    investments income to average net assets for the years ended November 30,
    1998 and 1997 would have been 4.53% and 4.49%, respectively.


                                       59
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                              THE U.S. LARGE CAP VALUE PORTFOLIO
                                        -------------------------------------------------------------------------------
                                        SIX MONTHS          YEAR          YEAR         YEAR         YEAR         YEAR
                                           ENDED           ENDED         ENDED        ENDED        ENDED        ENDED
                                          MAY 31,         NOV. 30,      NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,
                                           1999             1998          1997         1996         1995         1994
                                        -----------      ----------     --------     --------     --------     --------
                                        (UNAUDITED)
<S>                                     <C>              <C>            <C>          <C>          <C>          <C>

Net Asset Value, Beginning of
  Period...........................     $    20.21       $    19.22     $  15.98     $  13.29     $   9.91     $  10.60
                                        -----------      ----------     --------     --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..............           0.09             0.31         0.29         0.30         0.29         0.32
Net Gains (Losses) on Securities
  (Realized and Unrealized)........           2.83             1.83         3.60         2.62         3.55        (0.68)
                                        -----------      ----------     --------     --------     --------     --------
Total From Investment Operations...           2.92             2.14         3.89         2.92         3.84        (0.36)
                                        -----------      ----------     --------     --------     --------     --------
LESS DISTRIBUTIONS
Net Investment Income..............          (0.17)           (0.31)       (0.30)       (0.23)       (0.29)       (0.33)
Net Realized Gains.................          (0.64)           (0.84)       (0.35)          --        (0.17)          --
                                        -----------      ----------     --------     --------     --------     --------
Total Distributions................          (0.81)           (1.15)       (0.65)       (0.23)       (0.46)       (0.33)
                                        -----------      ----------     --------     --------     --------     --------
Net Asset Value, End of Period.....     $    22.32       $    20.21     $  19.22     $  15.98     $  13.29     $   9.91
                                        -----------      ----------     --------     --------     --------     --------
                                        -----------      ----------     --------     --------     --------     --------
Total Return.......................          15.12%#          11.69%       25.10%       22.20%       39.13%       (3.27)%
                                        -----------      ----------     --------     --------     --------     --------
Net Assets, End of Period
  (thousands)......................     $1,235,514       $1,080,470     $840,003     $541,149     $280,915     $197,566
Ratio of Expenses to Average Net
  Assets**.........................           0.33%*(a)        0.33%(a)     0.35%(a)     0.36%(a)     0.42%(a)     0.44%(a)
Ratio of Net Investment Income to
  Average Net Assets...............           0.77%*           1.57%        1.70%        2.17%        2.49%        3.50%
Portfolio Turnover Rate............            N/A              N/A          N/A          N/A          N/A          N/A
Portfolio Turnover Rate of Master
  Fund Series......................          37.54%*          24.70%       17.71%       20.12%       29.41%       39.33%

<CAPTION>
                                       THE TAX-
                                     MANAGED U.S.
                                      MARKETWIDE
                                       PORTFOLIO
                                     -------------
                                     DEC. 14, 1998
                                          TO
                                        MAY 31,
                                         1999
                                     -------------
                                      (UNAUDITED)
<S>                                     <C>
Net Asset Value, Beginning of
  Period...........................    $  10.00
                                     -------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..............        0.04
Net Gains (Losses) on Securities
  (Realized and Unrealized)........        1.72
                                     -------------
Total From Investment Operations...        1.76
                                     -------------
LESS DISTRIBUTIONS
Net Investment Income..............       (0.01)
Net Realized Gains.................          --
                                     -------------
Total Distributions................       (0.01)
                                     -------------
Net Asset Value, End of Period.....    $  11.75
                                     -------------
                                     -------------
Total Return.......................       17.58%#
                                     -------------
Net Assets, End of Period
  (thousands)......................    $ 54,304
Ratio of Expenses to Average Net
  Assets**.........................        0.94%*(a)(b)
Ratio of Net Investment Income to
  Average Net Assets...............        1.66%*(b)
Portfolio Turnover Rate............         N/A
Portfolio Turnover Rate of Master
  Fund Series......................        4.77%*
</TABLE>


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


*   Annualized



#  Non-Annualized



(a) Represents the combined ratios for the respective portfolio and its
    respective pro-rata share of its Master Fund Series.



(b) Because of commencement of operations and related preliminary transaction
    costs including organization costs, these ratios are not necessarily
    indicative of future ratios.


                                       60
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                     THE TAX-
                                     MANAGED
                                       U.S.
                                       5-10
                                      VALUE
                                     PORTFOLIO
                                     --------                         THE U.S. 6-10 VALUE PORTFOLIO
                                     DEC. 11,     ----------------------------------------------------------------------
                                       1998       SIX MONTHS     YEAR         YEAR         YEAR        YEAR       YEAR
                                        TO          ENDED       ENDED        ENDED        ENDED       ENDED      ENDED
                                     MAY 31,       MAY 31,     NOV. 30,     NOV. 30,     NOV. 30,    NOV. 30,   NOV. 30,
                                       1999          1999        1998         1997         1996        1995       1994
                                     --------     ----------  ----------   ----------   ----------   --------   --------
                                     (UNAUDITED)  (UNAUDITED)
<S>                                  <C>          <C>         <C>          <C>          <C>          <C>        <C>
Net Asset Value, Beginning of
  Period...........................  $10.00       $   19.09   $    22.09   $    17.00   $    14.03   $  11.13   $ 11.04
                                     --------     ----------  ----------   ----------   ----------   --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income..............    0.02            0.24         0.12         0.07         0.11       0.10      0.14
Net Gains (Losses) on Securities
  (Realized and Unrealized)........    1.37            1.19        (2.10)        5.49         2.93       3.06      0.10
                                     --------     ----------  ----------   ----------   ----------   --------   --------
Total From Investment Operations...    1.39            1.43        (1.98)        5.56         3.04       3.16      0.24
                                     --------     ----------  ----------   ----------   ----------   --------   --------
LESS DISTRIBUTIONS
Net Investment Income..............      --           (0.33 )      (0.10)       (0.11)       (0.02)     (0.10)    (0.15 )
Net Realized Gains.................      --           (1.20 )      (0.92)       (0.36)       (0.05)     (0.16)       --
                                     --------     ----------  ----------   ----------   ----------   --------   --------
Total Distributions................      --           (1.53 )      (1.02)       (0.47)       (0.07)     (0.26)    (0.15 )
                                     --------     ----------  ----------   ----------   ----------   --------   --------
Net Asset Value, End of Period.....  $11.39       $   18.99   $    19.09   $    22.09   $    17.00   $  14.03   $ 11.13
                                     --------     ----------  ----------   ----------   ----------   --------   --------
                                     --------     ----------  ----------   ----------   ----------   --------   --------
Total Return.......................   13.90  %#        8.36 %#      (9.32)%      33.57%      21.70%     28.41%     2.19%
                                     --------     ----------  ----------   ----------   ----------   --------   --------
Net Assets, End of Period
  (thousands)......................  $209,123     $2,628,099  $2,350,094   $2,098,654   $1,207,298   $609,950   $344,148
Ratio of Expenses to Average Net
  Assets**.........................    0.72  %*(a)      0.58 %*       0.58%       0.60%       0.61%      0.64%     0.66%
Ratio of Net Investment Income to
  Average Net Assets...............    0.71  %*(a)     (0.14 )%*       0.57%       0.37%       0.78%     0.85%     1.69%
Portfolio Turnover Rate............    6.75  %*         N/A          N/A          N/A          N/A        N/A       N/A
Portfolio Turnover Rate of Master
  Fund Series......................     N/A           27.01 %*      22.51%      25.47%       14.91%     20.62%     8.22%
</TABLE>


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


*   Annualized



#  Non-Annualized


**  Represents the combined ratios for the portfolio and its respective pro-rata
    share of its Master Fund Series.


(a) Because of commencement of operations and related preliminary transaction
    costs including organization costs, these ratios are not necessarily
    indicative of future ratios.


                                       61
<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
                                        ---------------------------------------------------------------------------
                                        SIX MONTHS       YEAR         YEAR         YEAR         YEAR         YEAR
                                          ENDED         ENDED        ENDED        ENDED        ENDED        ENDED
                                         MAY 31,       NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,
                                           1999          1998         1997         1996         1995         1994
                                        ----------     --------     --------     --------     --------     --------
                                        (UNAUDITED)
<S>                                     <C>            <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of
  Period...........................     $   13.77      $  16.89     $  14.53     $  12.64     $  11.08     $  11.43
                                        ----------     --------     --------     --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income............          0.31          0.08         0.09         0.11         0.09         0.09
  Net Gains (Losses) on Securities
    (Realized and Unrealized)......          0.77         (1.55)        3.42         2.20         2.81        (0.07)
                                        ----------     --------     --------     --------     --------     --------
    Total From Investment
      Operations...................          1.08         (1.47)        3.51         2.31         2.90         0.02
                                        ----------     --------     --------     --------     --------     --------
LESS DISTRIBUTIONS
  Net Investment Income............         (0.38 )       (0.08)       (0.12)       (0.02)       (0.14)       (0.09)
  Net Realized Gains...............         (0.97 )       (1.57)       (1.03)       (0.40)       (1.20)       (0.28)
                                        ----------     --------     --------     --------     --------     --------
    Total Distributions............         (1.35 )       (1.65)       (1.15)       (0.42)       (1.34)       (0.37)
                                        ----------     --------     --------     --------     --------     --------
Net Asset Value, End of Period.....     $   13.50      $  13.77     $  16.89     $  14.53     $  12.64     $  11.08
                                        ----------     --------     --------     --------     --------     --------
                                        ----------     --------     --------     --------     --------     --------
Total Return.......................          8.75 %#      (9.27)%      26.12%       18.73%       28.75%        0.22%
                                        ----------     --------     --------     --------     --------     --------
Net Assets, End of Period
  (thousands)......................     $ 351,903      $324,590     $337,992     $234,194     $186,644     $112,137
Ratio of Expenses to Average Net
  Assets...........................          0.44 %*       0.43%**      0.45%**      0.48%**      0.49%**      0.53%**
Ratio of Net Investment Income to
  Average Net Assets...............         (0.09 )%*      0.47%        0.48%        0.75%        0.83%        0.72%
Portfolio Turnover Rate............           N/A           N/A          N/A          N/A          N/A          N/A
Portfolio Turnover Rate of Master
  Fund Series......................         26.79 %*      29.15%       30.04%       32.38%       21.16%       27.65%
</TABLE>


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


*   Annualized



#  Non-Annualized



**  Represents the combined ratio for the portfolio and its pro-rata share of
    its Master Fund Series.


                                       62
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                     TAX-MANAGED
                                      U.S. 6-10
                                        SMALL
                                       COMPANY
                                     -----------                        THE U.S. 9-10 SMALL COMPANY PORTFOLIO
                                      DEC. 15,        --------------------------------------------------------------------------
                                        1998          SIX MONTHS          YEAR           YEAR        YEAR       YEAR      YEAR
                                         TO              ENDED           ENDED          ENDED       ENDED      ENDED     ENDED
                                       MAY 31,          MAY 31,         NOV. 30,       NOV. 30,    NOV. 30,   NOV. 30,  NOV. 30,
                                        1999             1999             1998           1997        1996       1995      1994
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
                                     (UNAUDITED)      (UNAUDITED)
<S>                                  <C>              <C>              <C>            <C>         <C>         <C>       <C>
Net Asset Value, Beginning of
  Period...........................    $ 10.00        $    10.65       $    13.99     $    12.14  $    11.03  $   8.49  $   8.69
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income............       0.01             (0.02)            0.02           0.03        0.03      0.05      0.01
  Net Gains (Losses) on Securities
    (Realized and Unrealized)......       1.22              0.79            (1.44)          3.01        1.85      2.61      0.40
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
    Total From Investment
      Operations...................       1.23              0.77            (1.42)          3.04        1.88      2.66      0.41
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
LESS DISTRIBUTIONS
  Net Investment Income............         --             (0.02)           (0.03)         (0.03)      (0.01)    (0.04)    (0.03)
  Net Realized Gains...............         --             (0.13)           (1.89)         (1.16)      (0.76)    (0.08)    (0.58)
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
    Total Distributions............         --             (0.15)           (1.92)         (1.19)      (0.77)    (0.12)    (0.61)
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
Net Asset Value, End of Period.....    $ 11.23        $    11.27       $    10.65     $    13.99  $    12.14  $  11.03  $   8.49
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
Total Return.......................      12.30%#            7.37%#         (11.14)%        27.46%      18.05%    31.37%     5.06%
                                     -----------      -----------      ----------     ----------  ----------  --------  --------
Net Assets, End of Period
  (thousands)......................    $35,844        $1,405,057       $1,338,510     $1,509,427  $1,181,804  $925,474  $659,221
Ratio of Expenses to Average Net
  Assets...........................       1.08%*(a)         0.59%(b)         0.59%***       0.60%       0.61%     0.62%     0.65%
Ratio of Net Investment Income to
  Average Net Assets...............       0.24%*(a)        (0.23)%*          0.18%          0.21%       0.22%     0.45%     0.16%
Portfolio Turnover Rate............       2.79%*             N/A              N/A          27.81%      23.68%    24.65%    16.56%
Portfolio Turnover Rate of Master
  Fund Series......................        N/A             21.31%*          26.44%           N/A         N/A       N/A       N/A
</TABLE>


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


*   Annualized



#  Non-Annualized



(a) Because of commencement of operations and related preliminary transaction
    costs, including organization costs, these ratios are not necessarily
    indicative of future ratios.



(b) Represents the combined ratios for the respective portfolio and its
    respective pro-rata share of its Master Fund Series.


                                       63
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                             THE DFA REAL ESTATE SECURITIES PORTFOLIO
                                        ----------------------------------------------------------------------------------
                                         SIX MONTHS          YEAR         YEAR          YEAR          YEAR          YEAR
                                            ENDED           ENDED        ENDED         ENDED         ENDED         ENDED
                                           MAY 31,         NOV. 30,     NOV. 30,      NOV. 30,      NOV. 30,      NOV. 30,
                                            1999             1998         1997          1996          1995          1994
                                        -------------      --------     --------      --------      --------      --------
                                         (UNAUDITED)
<S>                                     <C>                <C>          <C>           <C>           <C>           <C>
Net Asset Value, Beginning of
  Period...........................      $    13.00        $  15.53     $ 12.65       $ 10.00       $  9.28       $ 10.92
                                        -------------      --------     --------      --------      --------      --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income............            0.37            0.74        0.88          0.71          0.61          0.37
  Net Gains (Losses) on Securities
    (Realized and Unrealized)......            0.46           (2.52)       2.68          2.08          0.68         (1.65)
                                        -------------      --------     --------      --------      --------      --------
    Total From Investment
      Operations...................            0.83           (1.78)       3.56          2.79          1.29         (1.28)
                                        -------------      --------     --------      --------      --------      --------
LESS DISTRIBUTIONS
  Net Investment Income............           (0.65)          (0.75)      (0.68)        (0.14)        (0.46)        (0.28)
  Net Realized Gains...............              --              --          --            --            --            --
  Tax Return of Capital............              --              --          --            --         (0.11)        (0.08)
                                        -------------      --------     --------      --------      --------      --------
    Total Distributions............           (0.65)          (0.75)      (0.68)        (0.14)        (0.57)        (0.36)
                                        -------------      --------     --------      --------      --------      --------
Net Asset Value, End of Period.....      $    13.18        $  13.00     $ 15.53       $ 12.65       $ 10.00       $  9.28
                                        -------------      --------     --------      --------      --------      --------
                                        -------------      --------     --------      --------      --------      --------
Total Return.......................            6.87%#        (12.01)%     29.13%        28.24%        14.00%       (11.76)%
                                        -------------      --------     --------      --------      --------      --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
  (thousands)......................      $  123,689        $106,544     $95,072       $64,390       $43,435       $30,456
Ratio of Expenses to Average Net
  Assets...........................            0.47%*          0.46%       0.48%         0.71%         0.82%         0.90%
Ratio of Net Investment Income to
  Average Net Assets...............            6.68%*          5.95%       5.73%         7.08%         6.76%         3.90%
Portfolio Turnover Rate............            9.05%*          2.55%      30.73%        11.25%         0.66%        28.87%
</TABLE>


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


*   Annualized



#  Non-Annualized


                                       64
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                        THE LARGE CAP INTERNATIONAL PORTFOLIO
                                          -----------------------------------------------------------------
                                          SIX MONTHS      YEAR      YEAR       YEAR       YEAR       YEAR
                                             ENDED       ENDED     ENDED      ENDED      ENDED      ENDED
                                            MAY 31,     NOV. 30,  NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,
                                             1999         1998      1997       1996       1995       1994
                                          -----------   --------  --------   --------   --------   --------
                                          (UNAUDITED)
<S>                                       <C>           <C>       <C>        <C>        <C>        <C>

Net Asset Value, Beginning of Period....   $  16.28     $  14.27  $ 14.18    $ 12.60    $ 11.91    $ 11.26
                                          -----------   --------  --------   --------   --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................       0.16         0.23     0.23       0.21       0.15       0.09
Net Gains or Losses on Securities (Both
  Realized and Unrealized)..............       0.37         2.03     0.15       1.39       0.95       1.11
                                          -----------   --------  --------   --------   --------   --------
Total From Investment Operations........       0.53         2.26     0.38       1.60       1.10       1.20
                                          -----------   --------  --------   --------   --------   --------
LESS DISTRIBUTIONS
Net Investment Income...................      (0.26)       (0.25)   (0.21)     (0.02)     (0.18)     (0.09)
Net Realized Gains......................         --           --    (0.08)        --      (0.23)     (0.46)
Tax Return of Capital...................         --           --       --         --         --         --
                                          -----------   --------  --------   --------   --------   --------
Total Distributions.....................      (0.26)       (0.25)   (0.29)     (0.02)     (0.41)     (0.55)
                                          -----------   --------  --------   --------   --------   --------
Net Asset Value, End of Period..........   $  16.55     $  16.28  $ 14.27    $ 14.18    $ 12.60    $ 11.91
                                          -----------   --------  --------   --------   --------   --------
                                          -----------   --------  --------   --------   --------   --------
Total Return............................       3.28%#      16.13%    2.80%     12.68%      9.37%     10.74%
                                          -----------   --------  --------   --------   --------   --------
Net Assets, End of Period (thousands)...   $167,905     $114,593  $87,223    $79,322    $67,940    $55,635
Ratio of Expenses to Average Net
  Assets................................       0.52%*       0.47%    0.47%      0.58%      0.57%      0.66%
Ratio of Net Income to Average Net
  Assets................................       1.98%*       1.63%    1.69%      1.57%      1.84%      1.18%
Portfolio Turnover Rate.................       0.35%*       4.36%    2.31%     17.65%     24.44%     33.15%
</TABLE>


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


*   Annualized



#  Non-annualized


                                       65
<PAGE>
                       DIMENSIONAL INVESTMENT GROUP INC.
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                             DFA INTERNATIONAL VALUE PORTFOLIO
                                          -----------------------------------------------------------------------
                                          SIX MONTHS       YEAR       YEAR       YEAR         YEAR       FEB. 16
                                             ENDED        ENDED      ENDED      ENDED        ENDED          TO
                                            MAY 31,      NOV. 30,   NOV. 30,   NOV. 30,     NOV. 30,     NOV. 30,
                                             1999          1998       1997       1996         1995         1994
                                          -----------    --------   --------   --------     --------     --------
                                          (UNAUDITED)
<S>                                       <C>            <C>        <C>        <C>          <C>          <C>

Net Asset Value, Beginning of Period....   $  11.88      $  10.94   $  11.90   $  10.55     $  10.06     $  10.00
                                          -----------    --------   --------   --------     --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................       0.03          0.24       0.19       0.21         0.19         0.13
Net Gains (Losses) on Securities
  (Realized and Unrealized).............       0.42          1.08      (0.65)      1.31         0.51         0.06
                                          -----------    --------   --------   --------     --------     --------
Total from Investment Operations........       0.45          1.32      (0.46)      1.52         0.70         0.19
                                          -----------    --------   --------   --------     --------     --------
LESS DISTRIBUTIONS
Net Investment Income                         (0.07)        (0.24)     (0.21)     (0.17)       (0.19)       (0.13)
Net Realized Gains......................      (0.04)        (0.14)     (0.29)        --        (0.02)          --
                                          -----------    --------   --------   --------     --------     --------
Total Distributions.....................      (0.11)        (0.38)     (0.50)     (0.17)       (0.21)       (0.13)
                                          -----------    --------   --------   --------     --------     --------
Net Asset Value, End of Period..........   $  12.22      $  11.88   $  10.94   $  11.90     $  10.55     $  10.06
                                          -----------    --------   --------   --------     --------     --------
                                          -----------    --------   --------   --------     --------     --------
Total Return............................       3.85%#       12.29%     (4.04)%    14.54%        6.95%        1.85%#
                                          -----------    --------   --------   --------     --------     --------
Net Assets, End of Period (thousands)...   $452,795      $435,587   $370,117   $316,708     $245,243     $227,795
Ratio of Expenses to Average Net Assets
  (1)...................................       0.52%*        0.53%      0.56%      0.56%(a)     0.65%*(a)     0.65%*(a)
Ratio of Net Investment Income to
  Average Net Assets....................       0.55%*        2.04%      1.72%      2.22%(a)     1.79%(a)     1.80%*(a)
Portfolio Turnover Rate.................        N/A           N/A        N/A        N/A          N/A          N/A
Portfolio Turnover Rate of Master Fund
  Series................................       6.60%*       15.41%     22.55%     12.23%        9.75%        1.90%*
</TABLE>


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

*   Annualized


#  Non-annualized


(1) Represents the combined ratio for the Portfolio and its respective pro-rata
    share of its Master Fund Series.


(a) Had certain waivers and assumptions of expenses not been in effect, the
    ratios of expenses to average net assets for the periods ended November 30,
    1996, 1995 and 1994 would have been 0.57%, 0.72% and 0.72%, respectively and
    the ratios of net investment income to average net assets for the periods
    ended November 30, 1996, 1995 and 1994 would have been 2.21%, 1.71% and
    1.75%, respectively.


N/A Refer to the respective Master Fund Series.

                                       66
<PAGE>
                       DIMENSIONAL INVESTMENT GROUP INC.
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                             THE TAX-
                                            MANAGED DFA
                                           INTERNATIONAL                   THE INTERNATIONAL
                                          VALUE PORTFOLIO               SMALL COMPANY PORTFOLIO
                                          ---------------   ------------------------------------------------
                                             APRIL 16,        SIX MONTHS        YEAR       YEAR     OCT. 1,
                                              1999 TO           ENDED          ENDED      ENDED        TO
                                              MAY 31,          MAY 31,        NOV. 30,   NOV. 30,   NOV. 30,
                                               1999              1999           1998       1997       1996
                                          ---------------   --------------    --------   --------   --------
                                            (UNAUDITED)      (UNAUDITED)
<S>                                       <C>               <C>               <C>        <C>        <C>

Net Asset Value, Beginning of Period....      $ 10.00        $   7.82         $   7.82   $   9.96   $  10.00
                                              -------       --------------    --------   --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................         0.04            0.09             0.15       0.10       0.01
Net Gains (Losses) on Securities
  (Realized and Unrealized).............        (0.53)           0.65            (0.04)     (2.22)     (0.05)
                                              -------       --------------    --------   --------   --------
Total from Investment Operations........        (0.49)           0.74             0.11      (2.12)     (0.04)
                                              -------       --------------    --------   --------   --------
LESS DISTRIBUTIONS
Net Investment Income                            0.00           (0.15)           (0.11)     (0.02)        --
Net Realized Gains......................           --              --               --         --         --
                                              -------       --------------    --------   --------   --------
Total Distributions.....................         0.00           (0.15)           (0.11)     (0.02)        --
                                              -------       --------------    --------   --------   --------
Net Asset Value, End of Period..........      $  9.51        $   8.41         $   7.82   $   7.82   $   9.96
                                              -------       --------------    --------   --------   --------
                                              -------       --------------    --------   --------   --------
Total Return............................        (4.90%)#         9.68%#           1.49%    (21.35)%    (0.40)%#
                                              -------       --------------    --------   --------   --------
Net Assets, End of Period (thousands)...      $12,554        $219,184         $273,992   $230,469   $104,118
Ratio of Expenses to Average Net Assets
  (1)...................................         3.15%*(a)       0.74%*           0.73%      0.75%      0.70%*(b)
Ratio of Net Investment Income to
  Average Net Assets....................         3.94%*(a)       1.89%*           1.62%      1.46%      0.54%*(b)
Portfolio Turnover Rate.................         0.00%            N/A***           N/A***      N/A***      N/A***
Portfolio Turnover Rate of Master Fund
  Series................................                                           N/A        N/A        N/A
</TABLE>


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

*   Annualized


#  Non-annualized


*** Refer to the respective Master Fund Series.

(1) Represents the combined ratio for the Portfolio and its respective pro-rata
    share of its Master Fund Series.


(a) Because of commencement of operations and related preliminary transaction
    costs, including organization costs, these ratios are not necessarily
    indicative of future ratios.


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

N/A Refer to the respective Master Fund Series.

                                       67
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                  FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR


<TABLE>
<CAPTION>
                                                         THE JAPANESE SMALL COMPANY PORTFOLIO
                                          ------------------------------------------------------------------
                                          SIX MONTHS       YEAR       YEAR      YEAR        YEAR      YEAR
                                             ENDED        ENDED      ENDED     ENDED       ENDED     ENDED
                                            MAY 31,      NOV. 30,   NOV. 30,  NOV. 30,    NOV. 30,  NOV. 30,
                                             1999          1998       1997      1996        1995      1994
                                          -----------    --------   --------  --------    --------  --------
                                          (UNAUDITED)
<S>                                       <C>            <C>        <C>       <C>         <C>       <C>
Net Asset Value, Beginning of Period....   $   9.10      $   9.45   $  21.03  $  22.78    $  25.06  $  19.96
                                          -----------    --------   --------  --------    --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................       0.01          0.07       0.09      0.07        0.06      0.05
Net Gains (Losses) on Securities
  (Realized and Unrealized).............       1.19         (0.31)    (10.45)    (1.45)      (1.65)     5.76
                                          -----------    --------   --------  --------    --------  --------
Total From Investment Operations........       1.20         (0.24)    (10.36)    (1.38)      (1.59)     5.81
                                          -----------    --------   --------  --------    --------  --------
LESS DISTRIBUTIONS
Net Investment Income)..................      (0.06)        (0.11)     (0.06)    (0.01)      (0.06)    (0.04)
Net Realized Gains......................         --            --      (1.16)    (0.36)      (0.63)    (0.67)
                                          -----------    --------   --------  --------    --------  --------
Total Distributions.....................      (0.06)        (0.11)     (1.22)    (0.37)      (0.69)    (0.71)
                                          -----------    --------   --------  --------    --------  --------
Net Asset Value, End of Period..........   $  10.24      $   9.10   $   9.45  $  21.03    $  22.78  $  25.06
                                          -----------    --------   --------  --------    --------  --------
                                          -----------    --------   --------  --------    --------  --------
Total Return............................      13.33%#       (2.37)%   (51.90)%    (6.28)%    (6.54)%    29.59%
                                          -----------    --------   --------  --------    --------  --------
Net Assets, End of Period (thousands)...   $134,907      $119,714   $114,017  $294,120    $371,113  $330,674
Ratio of Expenses to Average Net
  Assets**..............................       0.74%*        0.74%      0.73%     0.72%       0.74%     0.76%
Ratio of Net Investment Income to
  Average Net Assets....................       1.04%*        0.85%      0.50%     0.24%       0.25%     0.10%
Portfolio Turnover Rate.................        N/A           N/A        N/A     18.52%*(a)     7.79%    10.51%
Portfolio Turnover Rate of Master Fund
  Series................................       5.58%*        8.14%     13.17%     1.67%*(b)      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 years.


(a) Portfolio turnover calculated for the period December 1, 1995 to August 9,
    1996 (through the date on which the portfolio transferred its investable
    assets to its corresponding Master Fund series in a tax-free exchange).

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

                                       68
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                               THE PACIFIC RIM SMALL COMPANY PORTFOLIO
                                               -----------------------------------------------------------------------
                                               SIX MONTHS     YEAR        YEAR          YEAR        YEAR        YEAR
                                                  ENDED      ENDED       ENDED         ENDED       ENDED       ENDED
                                                 MAY 31,    NOV. 30,    NOV. 30,      NOV. 30,    NOV. 30,    NOV. 30,
                                                  1999        1998        1997          1996        1995        1994
                                               -----------  --------    --------      --------    --------    --------
<S>                                            <C>          <C>         <C>           <C>         <C>         <C>
                                               (UNAUDITED)

Net Asset Value, Beginning of Period.........  $     6.55   $  9.52     $  16.63      $  14.38    $  15.98    $  16.45
                                               -----------  --------    --------      --------    --------    --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income (Loss)...............        0.07      0.25         0.32          0.27        0.34        0.23
  Net Gains (Losses) on Securities (Realized
    and Unrealized)..........................        1.76     (2.40 )      (6.22)         2.40       (1.33)       0.47
                                               -----------  --------    --------      --------    --------    --------
    Total From Investment Operations.........        1.83     (2.15 )      (5.90)         2.67       (0.99)       0.70
                                               -----------  --------    --------      --------    --------    --------
LESS DISTRIBUTIONS
  Net Investment Income......................       (0.22 )   (0.32 )      (0.33)        (0.02)      (0.34)      (0.23)
  Net Realized Gains.........................          --     (0.50 )      (0.88)        (0.40)      (0.27)      (0.94)
                                               -----------  --------    --------      --------    --------    --------
    Total Distributions......................       (0.22 )   (0.82 )      (1.21)        (0.42)      (0.61)      (1.17)
                                               -----------  --------    --------      --------    --------    --------
Net Asset Value, End of Period...............  $     8.16   $  6.55     $   9.52      $  16.63    $  14.38    $  15.98
                                               -----------  --------    --------      --------    --------    --------
                                               -----------  --------    --------      --------    --------    --------
Total Return.................................       29.06%#  (23.98 )%    (38.07)%       19.06%      (6.27)%      4.26%
                                               -----------  --------    --------      --------    --------    --------
Net Assets, End of Period (thousands)........  $  127,434   $89,330     $111,320      $215,542    $193,137    $212,953
Ratio of Expenses to Average Net Assets**....        0.80%*    0.84%        0.84%         0.84%       0.83%       0.95%
Ratio of Net Investment Income to Average Net
  Assets.....................................        2.25%*    3.51%        1.95%         1.70%       2.22%       1.47%
Portfolio Turnover Rate......................         N/A       N/A          N/A          7.05%*(a)     5.95%    26.05%
Portfolio Turnover Rate of Master Fund
  Series.....................................        7.82%*   25.84%       24.00%         8.04%*(b)      N/A       N/A
</TABLE>


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

*   Annualized


#  Non-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 calculated for the period December 1, 1995 to August 9,
    1996 (through the date on which the portfolio transferred its investable
    assets to its corresponding Master Fund Series in a tax-free exchange).

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

                                       69
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                              THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
                                               ------------------------------------------------------------------------
                                               SIX MONTHS     YEAR        YEAR        YEAR           YEAR        YEAR
                                                  ENDED      ENDED       ENDED       ENDED          ENDED       ENDED
                                                 MAY 31,    NOV. 30,    NOV. 30,    NOV. 30,       NOV. 30,    NOV. 30,
                                                  1999        1998        1997        1996           1995        1994
                                               -----------  --------    --------    --------       --------    --------
<S>                                            <C>          <C>         <C>         <C>            <C>         <C>
                                               (UNAUDITED)

Net Asset Value, Beginning of Period.........  $   21.63    $ 28.69     $  28.47    $  24.09       $  23.20    $  21.22
                                               -----------  --------    --------    --------       --------    --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income (Loss)...............       0.36       0.87         0.81        0.72           0.84        0.48
  Net Gains (Losses) on Securities (Realized
    and Unrealized)..........................       3.21      (4.27 )       1.46        5.31           1.12        2.03
                                               -----------  --------    --------    --------       --------    --------
    Total From Investment Operations.........       3.57      (3.40 )       2.27        6.03           1.96        2.51
                                               -----------  --------    --------    --------       --------    --------
LESS DISTRIBUTIONS
  Net Investment Income......................      (0.81  )   (0.84 )      (0.73)      (0.06)         (0.76)      (0.53)
  Net Realized Gains.........................      (3.04  )   (2.82 )      (1.32)      (1.59)         (0.31)         --
                                               -----------  --------    --------    --------       --------    --------
    Total Distributions......................      (3.85  )   (3.66 )      (2.05)      (1.65)         (1.07)      (0.53)
                                               -----------  --------    --------    --------       --------    --------
Net Asset Value, End of Period...............  $   21.35    $ 21.63     $  28.69    $  28.47       $  24.09    $  23.20
                                               -----------  --------    --------    --------       --------    --------
                                               -----------  --------    --------    --------       --------    --------
Total Return.................................      19.96%#   (13.56 )%      8.45%      26.76%          8.39%      11.85%
                                               -----------  --------    --------    --------       --------    --------
Net Assets, End of Period (thousands)........  $  89,309    $79,231     $130,891    $166,789       $167,730    $214,113
Ratio of Expenses to Average Net Assets**....       0.74%*     0.72%        0.70%       0.73%          0.72%       0.74%
Ratio of Net Investment Income to Average Net
  Assets.....................................       3.61%*     2.87%        2.40%       2.49%          2.51%       1.95%
Portfolio Turnover Rate......................        N/A        N/A          N/A        3.72%*(a)      7.82%      10.75%
Portfolio Turnover Rate of Master Fund
  Series.....................................       5.92%*    11.26%        4.26%       4.55%*(b)       N/A         N/A
</TABLE>


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

*   Annualized


#  Non-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 calculated for the period December 1, 1995 to August 9,
    1996 (through the date on which the portfolio transferred its investable
    assets to its corresponding Master Fund Series in a tax-free exchange).

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

                                       70
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                               THE CONTINENTAL SMALL COMPANY PORTFOLIO
                                               ------------------------------------------------------------------------
                                               SIX MONTHS     YEAR        YEAR        YEAR           YEAR        YEAR
                                                  ENDED      ENDED       ENDED       ENDED          ENDED       ENDED
                                                 MAY 31,    NOV. 30,    NOV. 30,    NOV. 30,       NOV. 30,    NOV. 30,
                                                  1999        1998        1997        1996           1995        1994
                                               -----------  --------    --------    --------       --------    --------
<S>                                            <C>          <C>         <C>         <C>            <C>         <C>
                                               (UNAUDITED)

Net Asset Value, Beginning of Period.........  $    17.42   $  15.94    $  15.26    $  14.13       $  14.63    $  12.62
                                               -----------  --------    --------    --------       --------    --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income......................        0.12       0.28        0.29        0.30           0.29        0.18
  Net Gains (Losses) on Securities (Realized
    and Unrealized)..........................       (1.09 )     2.55        1.55        1.58          (0.48)       2.10
                                               -----------  --------    --------    --------       --------    --------
    Total From Investment Operations.........       (0.97 )     2.83        1.84        1.88          (0.19)       2.28
                                               -----------  --------    --------    --------       --------    --------
LESS DISTRIBUTIONS
  Net Investment Income......................       (0.29 )    (0.25)      (0.29)      (0.02)         (0.29)      (0.19)
  Net Realized Gains.........................       (1.82 )    (1.10)      (0.87)      (0.73)         (0.02)      (0.07)
  Tax Return of Capital......................          --         --          --          --             --       (0.01)
                                               -----------  --------    --------    --------       --------    --------
    Total Distributions......................       (2.11 )    (1.35)      (1.16)      (0.75)         (0.31)      (0.27)
                                               -----------  --------    --------    --------       --------    --------
Net Asset Value, End of Period...............  $    14.34   $  17.42    $  15.94    $  15.26       $  14.13    $  14.63
                                               -----------  --------    --------    --------       --------    --------
                                               -----------  --------    --------    --------       --------    --------
Total Return.................................       (5.94 )%#    19.42%    13.02%      13.96%         (1.33)%     18.19%
                                               -----------  --------    --------    --------       --------    --------
Net Assets, End of Period (thousands)........  $  173,924   $199,838    $232,744    $299,325       $314,116    $340,992
Ratio of Expenses to Average Net Assets**....        0.72%*     0.70%       0.72%       0.73%          0.74%       0.77%
Ratio of Net Investment Income to Average Net
  Assets.....................................        1.64%*     1.32%       1.41%       1.81%          1.69%       1.21%
Portfolio Turnover Rate......................         N/A        N/A         N/A        3.67%*(a)      9.79%      10.22%
Portfolio Turnover Rate of Master Fund
  Series.....................................        4.16%*     0.74%       3.46%       6.69%*(b)       N/A         N/A
</TABLE>


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

*   Annualized


#  Non-annualized


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

(a) Portfolio turnover calculated for the period December 1, 1995 to August 9,
    1996, (through the date on which the portfolio transferred its investable
    assets to its corresponding Master Fund Series in a tax-free exchange).

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

                                       71
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                                THE DFA INTERNATIONAL
                                                              SMALL CAP VALUE PORTFOLIO
                                               -------------------------------------------------------
                                                 SIX
                                                MONTHS       YEAR       YEAR       YEAR       DEC. 30,
                                                ENDED       ENDED      ENDED      ENDED       1994 TO
                                               MAY 31,     NOV. 30,   NOV. 30,   NOV. 30,     NOV. 30,
                                                 1999        1998       1997       1996         1995
                                               --------    --------   --------   --------     --------

<S>                                            <C>         <C>        <C>        <C>          <C>
Net Asset Value, Beginning of Period.........  $  7.54     $   7.95   $  10.45   $   9.68     $  10.00
                                               --------    --------   --------   --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................     0.08         0.15       0.12       0.11         0.05
Net Gains (Losses) on Securities (Realized
  and Unrealized)............................     0.73        (0.16)     (2.19)      0.66        (0.32)
                                               --------    --------   --------   --------     --------
Total From Investment Operations.............     0.81        (0.01)     (2.07)      0.77        (0.27)
                                               --------    --------   --------   --------     --------
LESS DISTRIBUTIONS
Net Investment Income........................    (0.15 )      (0.12)     (0.13)        --        (0.04)
Net Realized Gains...........................    (0.16 )      (0.28)     (0.30)        --        (0.01)
Tax Return of Capital........................       --           --         --         --           --
                                               --------    --------   --------   --------     --------
Total Distributions..........................    (0.31 )      (0.40)     (0.43)        --        (0.05)
                                               --------    --------   --------   --------     --------
Net Asset Value, End of Period...............  $  8.04     $   7.54   $   7.95   $  10.45     $   9.68
                                               --------    --------   --------   --------     --------
                                               --------    --------   --------   --------     --------
Total Return.................................    11.31%#       0.17%    (20.60)%     8.01%       (2.73)%#
                                               --------    --------   --------   --------     --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)........  $497,309    $450,801   $431,257   $375,488     $147,125
Ratio of Expenses to Average Net Assets**....     0.86%*       0.86%      0.90%      0.99%        1.23%*
Ratio of Net Investment Income to Average Net
  Assets.....................................     2.14%*       1.85%      1.47%      1.38%        1.43%*
Portfolio Turnover Rate......................    12.59%*      18.71%     13.63%     14.52%        1.62%*
Portfolio Turnover Rate of Master Fund
  Series.....................................      N/A          N/A        N/A        N/A          N/A
</TABLE>


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

*   Annualized

#  Non-annualized

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

                                       72
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                                     THE EMERGING MARKETS PORTFOLIO
                                                -------------------------------------------------------------------------
                                                                 YEAR         YEAR        YEAR        YEAR
                                                SIX MONTHS      ENDED        ENDED       ENDED       ENDED      APRIL 25
                                                 ENDED MAY     NOV. 30,     NOV. 30,    NOV. 30,    NOV. 30,     TO NOV.
                                                 31, 1999        1998         1997        1996        1995      30, 1994
                                                -----------    --------     --------    --------    --------    ---------
<S>                                             <C>            <C>          <C>         <C>         <C>         <C>
                                                (UNAUDITED)

Net Asset Value, Beginning of Period.........   $     8.16     $   9.61     $  11.71    $  10.35    $  11.30     $ 10.00
                                                -----------    --------     --------    --------    --------    ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................         0.06         0.13         0.12        0.09        0.06       (0.02)
Net Gains (Losses) on Securities (Realized
  and Unrealized)............................         2.36        (1.32)       (2.13)       1.27       (0.96)       1.32
                                                -----------    --------     --------    --------    --------    ---------
Total From Investment Operations.............         2.42        (1.19)       (2.01)       1.36       (0.90)       1.30
                                                -----------    --------     --------    --------    --------    ---------
LESS DISTRIBUTIONS
Net Investment Income........................        (0.09 )      (0.26)       (0.09)         --       (0.05)         --
Net Realized Gains...........................           --           --           --          --          --          --
                                                -----------    --------     --------    --------    --------    ---------
Total Distributions..........................        (0.09 )      (0.26)       (0.09)         --       (0.05)         --
                                                -----------    --------     --------    --------    --------    ---------
Net Asset Value, End of Period...............   $    10.49     $   8.16     $   9.61    $  11.71    $  10.35     $ 11.30
                                                -----------    --------     --------    --------    --------    ---------
                                                -----------    --------     --------    --------    --------    ---------
Total Return.................................        30.04%#     (12.57)%     (17.27)%     13.18%      (7.96)%     13.00%#
                                                -----------    --------     --------    --------    --------    ---------
Net Assets, End of Period (thousands)........   $  280,239     $225,227     $212,048    $162,025    $ 49,337     $15,731
Ratio of Expenses to Average Net Assets**....         0.95%*       1.00%        0.99%       1.15%       1.58%       2.43%*
Ratio of Net Income to Average Net Assets....         1.71%*       1.19%        1.19%       1.14%       0.98%      (0.44)%*
Portfolio Turnover Rate......................          N/A          N/A          N/A         N/A         N/A         N/A
Portfolio Turnover Rate of Master Fund
  Series.....................................        17.44%        9.76%        0.54%       0.37%       8.17%       1.28%*
</TABLE>


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

*   Annualized

#  Non-annualized

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


N/A Refer to the respective Master Fund.


                                       73
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                    EMERGING MARKETS             EMERGING MARKETS
                                                    VALUE PORTFOLIO             SMALL CAP PORTFOLIO
                                                ------------------------     -------------------------
                                                                 YEAR        SIX MONTHS       MARCH 5
                                                SIX MONTHS       ENDED          ENDED           TO
                                                 ENDED MAY     NOV. 30,        MAY 31,       NOV. 30,
                                                 31, 1999        1998           1999           1998
                                                -----------    ---------     -----------     ---------
<S>                                             <C>            <C>           <C>             <C>
                                                (UNAUDITED)                  (UNAUDITED)

<CAPTION>
<S>                                             <C>            <C>           <C>             <C>

Net Asset Value, Beginning of Period.........   $     8.37     $  10.00      $     9.09        $10.00
                                                -----------    ---------     -----------     ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................         0.23         0.06            0.08         (0.01)
Net Gains (Losses) on Securities (Realized
  and Unrealized)............................         3.22        (1.69)           3.08         (0.90)
                                                -----------    ---------     -----------     ---------
Total From Investment Operations.............         3.45        (1.63)           3.16         (0.91)
                                                -----------    ---------     -----------     ---------
LESS DISTRIBUTIONS
Net Investment Income........................        (0.33 )         --           (0.06 )          --
Net Realized Gains...........................           --           --           (0.30 )          --
                                                -----------    ---------     -----------     ---------
Total Distributions..........................        (0.33 )         --           (0.36 )          --
                                                -----------    ---------     -----------     ---------
Net Asset Value, End of Period...............   $    11.49     $   8.37      $    11.89        $ 9.09
                                                -----------    ---------     -----------     ---------
                                                -----------    ---------     -----------     ---------
Total Return.................................        42.88%#     (16.30)%#        36.08%#       (9.10)%#
                                                -----------    ---------     -----------     ---------
Net Assets, End of Period (thousands)........   $   33,103     $ 10,969      $   10,615        $5,021
Ratio of Expenses to Average Net Assets**....         2.45%*       1.96%*(a)       1.84%*        2.36%*(a)
Ratio of Net Income to Average Net Assets....         2.51%*       3.24%*(a)       1.42%*       (0.29)%*(a)
Portfolio Turnover Rate......................          N/A          N/A             N/A           N/A
Portfolio Turnover Rate of Master Fund
  Series.....................................        21.02%*      34.84%(b)       30.09%*       13.41%
</TABLE>


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

*   Annualized

#  Non-annualized

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

(a) Because of commencement of operations and related preliminary transaction
    costs, these ratios are not necessarily indicative of future ratios.


(b) Calculated for the period ended November 30, 1998.



N/A Refer to the respective Master Fund.


                                       74
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                  FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR


<TABLE>
<CAPTION>
                                                    THE DFA ONE-YEAR FIXED INCOME PORTFOLIO(1)
                                          ---------------------------------------------------------------
                                            SIX
                                           MONTHS      YEAR       YEAR       YEAR       YEAR       YEAR
                                           ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                                          MAY 31,    NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,
                                            1999       1998       1997       1996       1995       1994
                                          --------   --------   --------   --------   --------   --------

<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period....  $ 10.22    $  10.23   $  10.24   $  10.21   $  10.05   $  10.28
                                          --------   --------   --------   --------   --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................     0.26        0.57       0.59       0.56       0.60       0.46
Net Gain (Losses) on Securities
  (Realized and Unrealized).............    (0.02 )        --      (0.01)      0.03       0.17      (0.21)
                                          --------   --------   --------   --------   --------   --------
Total From Investment Operations........     0.24        0.57       0.58       0.59       0.77       0.25
                                          --------   --------   --------   --------   --------   --------
LESS DISTRIBUTIONS
Net Investment Income...................    (0.25 )     (0.57)     (0.59)     (0.56)     (0.60)     (0.46)
Net Realized Gain.......................    (0.01 )     (0.01)        --         --      (0.01)     (0.02)
                                          --------   --------   --------   --------   --------   --------
Total Distributions.....................    (0.26 )     (0.58)     (0.59)     (0.56)     (0.61)     (0.48)
                                          --------   --------   --------   --------   --------   --------
Net Asset Value, End of Period..........  $ 10.20    $  10.22   $  10.23   $  10.24   $  10.21   $  10.05
                                          --------   --------   --------   --------   --------   --------
                                          --------   --------   --------   --------   --------   --------
Total Return............................     2.34%#      5.74%      5.84%      5.94%      7.80%      2.48%
                                          --------   --------   --------   --------   --------   --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)...  $804,630   $752,510   $752,237   $854,521   $704,950   $592,226
Ratio of Expenses to Average Net
  Assets**..............................     0.21%*      0.21%      0.22%      0.21%      0.20%      0.21%
Ratio of Net Income to Average Net
  Assets................................     4.85%*      5.51%      5.79%      5.39%      5.86%      4.47%
Portfolio Turnover Rate.................      N/A         N/A        N/A        N/A        N/A        N/A
Portfolio Turnover Rate of Master Fund
  Series................................    63.46%*     23.62%     82.84%     95.84%     81.31%    140.82%
</TABLE>


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

(1) Restated to reflect 900% stock dividend as of January 2, 1996.

*   Annualized

#  Non-annualized

**  Represents the combined ratio for the portfolio and its pro-rata share of
    its Master Fund Series.

                                       75
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                  FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR


<TABLE>
<CAPTION>
                                           THE DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
                                           -----------------------------------------------
                                             SIX
                                            MONTHS       YEAR          YEAR        FEB. 9
                                            ENDED       ENDED         ENDED          TO
                                           MAY 31,     NOV. 30,      NOV. 30,     NOV. 30,
                                             1999        1998          1997         1996
                                           --------    --------      --------     --------

<S>                                        <C>         <C>           <C>          <C>
Net Asset Value, Beginning of Period....   $ 10.21     $  10.40      $  10.37     $  10.00
                                           --------    --------      --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income...................      0.16         0.61          0.69         0.24
Net Gains (Losses) on Securities
  (Realized and Unrealized).............      0.11         0.01         (0.12)        0.35
                                           --------    --------      --------     --------
Total From Investment Operations........      0.27         0.62          0.57         0.59
                                           --------    --------      --------     --------
LESS DISTRIBUTIONS
Net Investment Income...................     (0.16 )      (0.79)        (0.53)       (0.22)
Net Realized Gain.......................        --        (0.02)        (0.01)          --
                                           --------    --------      --------     --------
Total Distributions.....................     (0.16 )      (0.81)        (0.54)       (0.22)
                                           --------    --------      --------     --------
Net Asset Value, End of Period..........   $ 10.32     $  10.21      $  10.40     $  10.37
                                           --------    --------      --------     --------
                                           --------    --------      --------     --------
Total Return............................      2.63%#       6.39%         5.66%        6.01%#
                                           --------    --------      --------     --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)...   $472,666    $440,885      $418,905     $319,343
Ratio of Expenses to Average Net
  Assets**..............................      0.29%*       0.29%         0.34%        0.33%#
Ratio of Net Income to Average Net
  Assets................................      2.78%*       5.90%         6.70%        3.10%#
Portfolio Turnover Rate.................       N/A          N/A           N/A          N/A
Portfolio Turnover Rate of Master Fund
  Series................................     44.46%*     112.93%       119.27%       87.07%
</TABLE>


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

*   Annualized

#  Non-annualized

**  Represents the combined ratio for the portfolio and its pro-rata share of
    its Master Fund Series.

                                       76
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                             THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO
                                               -------------------------------------------------------------------
                                                                YEAR       YEAR       YEAR       YEAR       YEAR
                                               SIX MONTHS      ENDED      ENDED      ENDED      ENDED      ENDED
                                               ENDED MAY      NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,
                                                31, 1999        1998       1997       1996       1995       1994
                                               ----------     --------   --------   --------   --------   --------
<S>                                            <C>            <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period.........   $  10.35      $  10.36   $  10.42   $  10.05   $   9.75   $  10.55
                                               ----------     --------   --------   --------   --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................       0.23          0.54       0.59       0.65       0.59       0.48
Net Gains (Losses) on Securities (Realized
  and Unrealized)............................      (0.03)         0.01      (0.06)      0.09       0.30      (0.80)
                                               ----------     --------   --------   --------   --------   --------
Total From Investment Operations.............       0.20          0.55       0.53       0.74       0.89      (0.32)
                                               ----------     --------   --------   --------   --------   --------
LESS DISTRIBUTIONS
Net Investment Income........................      (0.31)        (0.56)     (0.59)     (0.37)     (0.59)     (0.48)
Net Realized Gains...........................         --            --         --         --         --         --
                                               ----------     --------   --------   --------   --------   --------
Total Distributions..........................      (0.31)        (0.56)     (0.59)     (0.37)     (0.59)     (0.48)
                                               ----------     --------   --------   --------   --------   --------
Net Asset Value, End of Period...............   $  10.24      $  10.35   $  10.36   $  10.42   $  10.05   $   9.75
                                               ----------     --------   --------   --------   --------   --------
                                               ----------     --------   --------   --------   --------   --------
Total Return.................................       2.03%#        5.50%      5.39%      7.51%      9.35%     (3.13)%
                                               ----------     --------   --------   --------   --------   --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)........   $217,084      $210,986   $204,377   $174,386   $300,921   $235,554
Ratio of Expenses to Average Net Assets......       0.29%*        0.29%      0.29%      0.30%      0.28%      0.31%
Ratio of Net Income to Average Net Assets....       4.67%*        5.18%      5.95%      5.63%      6.14%      5.08%
Portfolio Turnover Rate......................       0.00%*        6.93%     27.78%    211.97%    398.09%     52.39%
</TABLE>


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

Restated to reflect a 900% stock dividend as of January 2, 1996.


*   Annualized



#  Non-annualized


                                       77
<PAGE>
                      DFA INVESTMENT DIMENSIONS GROUP INC.

                              FINANCIAL HIGHLIGHTS
                           -------------------------

                 FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD


<TABLE>
<CAPTION>
                                                       THE DFA FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO
                                              ------------------------------------------------------------------
                                                             YEAR       YEAR       YEAR       YEAR       YEAR
                                                             ENDED      ENDED      ENDED      ENDED      ENDED
                                                           NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,   NOV. 30,
                                                             1998       1997       1996       1995       1994
                                              SIX MONTHS   ---------  ---------  ---------  ---------  ---------
                                                 ENDED
                                                MAY 31,
                                                 1999
                                              -----------
                                              (UNAUDITED)
<S>                                           <C>          <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period........   $   10.65   $   10.88  $   11.04  $   10.51  $    9.81  $   10.56
                                              -----------  ---------  ---------  ---------  ---------  ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.......................        0.39        0.45       0.48       0.50       0.39       0.35
Net Gains (Losses) on Securities (Realized
  and Unrealized)...........................       (0.08)       0.42       0.33       0.61       1.08      (0.65)
                                              -----------  ---------  ---------  ---------  ---------  ---------
Total From Investment Operations............        0.31        0.87       0.81       1.11       1.47      (0.30)
                                              -----------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
Net Investment Income.......................       (0.25)      (1.04)     (0.88)     (0.58)     (0.77)     (0.44)
Net Realized Gains..........................       (0.07)      (0.06)     (0.09)        --         --      (0.01)
Total Distributions.........................       (0.32)      (1.10)     (0.97)     (0.58)     (0.77)     (0.45)
                                              -----------  ---------  ---------  ---------  ---------  ---------
Net Asset Value, End of Period..............   $   10.64   $   10.65  $   10.88  $   11.04  $   10.51  $    9.81
                                              -----------  ---------  ---------  ---------  ---------  ---------
                                              -----------  ---------  ---------  ---------  ---------  ---------
Total Return................................        2.95%#      8.78%      7.87%     11.13%     15.23%     (2.91)%
                                              -----------  ---------  ---------  ---------  ---------  ---------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands).......  $  439,468   $ 371,619  $ 250,078  $ 165,772  $ 208,166  $ 135,529
Ratio of Expenses to Average Net Assets.....        0.39%*      0.41%      0.42%      0.46%      0.46%      0.49%
Ratio of Net Investment Income to Average
  Net Assets................................        3.59%*      3.87%      4.50%      4.88%      5.80%      5.75%
Portfolio Turnover Rate.....................       69.05%*     74.36%     95.12%     97.78%    130.41%    113.55%
</TABLE>


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

Restated to reflect a 900% stock dividend as of January 2, 1996.


*   Annualized



#  Non-annualized


                                       78
<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
                                                               ENDED     ENDED     ENDED     ENDED      ENDED
                                                              NOV. 30,  NOV. 30,  NOV. 30,  NOV. 30,   NOV. 30,
                                                                1998      1997      1996      1995       1994
                                                      SIX     --------  --------  --------  --------   --------
                                                     MONTHS
                                                     ENDED
                                                    MAY 31,
                                                      1999
                                                    --------
                                                    (UNAUDITED)
<S>                                                 <C>       <C>       <C>       <C>       <C>        <C>
Net Asset Value, Beginning of Period..............  $ 11.78   $  11.28  $  11.22  $  11.24  $ 10.22    $ 11.59
                                                    --------  --------  --------  --------  --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................     0.30       0.61      0.66      0.65     0.70       0.69
Net Gains (Losses) on Securities (Realized and
  Unrealized).....................................    (0.59 )     0.59      0.06     (0.13)    1.11      (1.22 )
                                                    --------  --------  --------  --------  --------   --------
Total From Investment Operations..................    (0.29 )     1.20      0.72      0.52     1.81      (0.53 )
                                                    --------  --------  --------  --------  --------   --------
LESS DISTRIBUTIONS
Net Investment Income.............................    (0.28 )    (0.65)    (0.66)    (0.50)   (0.70 )    (0.68 )
Net Realized Gains................................    (0.08 )    (0.05)       --     (0.04)   (0.09 )    (0.16 )
Total Distributions...............................    (0.36 )    (0.70)    (0.66)    (0.54)   (0.79 )    (0.84 )
                                                    --------  --------  --------  --------  --------   --------
Net Asset Value, End of Period....................  $ 11.13   $  11.78  $  11.28  $  11.22  $ 11.24    $ 10.22
                                                    --------  --------  --------  --------  --------   --------
                                                    --------  --------  --------  --------  --------   --------
Total Return......................................    (2.59 )%#    11.07%     6.75%     4.98%   18.04%   (4.72 )%
                                                    --------  --------  --------  --------  --------   --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands).............  $243,539  $239,035  $136,555  $107,944  $78,087    $60,827
Ratio of Expenses to Average Net Assets...........     0.23%*     0.24%     0.25%     0.26%    0.27%      0.29%
Ratio of Net Investment Income to Average Net
  Assets..........................................     5.43%*     5.77%     6.20%     6.22%    6.44%      6.45%
Portfolio Turnover Rate...........................    13.91%*    23.79%    24.06%    30.84%   40.79%     27.15%
Portfolio Turnover Rate of Master Fund Series.....       --         --        --        --       --         --
</TABLE>


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

Restated to reflect a 900% stock dividend as of January 2, 1996.


*   Annualized



#  Non-annualized


                                       79
<PAGE>
                               SERVICE PROVIDERS

<TABLE>
<S>                                               <C>
               INVESTMENT ADVISOR                               CUSTODIAN--DOMESTIC

         DIMENSIONAL FUND ADVISORS INC.                          PFPC TRUST COMPANY
         1299 Ocean Avenue, 11th Floor                          400 Bellevue Parkway
             Santa Monica, CA 90401                             Wilmington, DE 19809
            Tel. No. (310) 395-8005

                  SUB-ADVISORS                        ACCOUNTING SERVICES, DIVIDEND DISBURSING
         DIMENSIONAL FUND ADVISORS LTD.                          AND TRANSFER AGENT
               14 Berkeley Street                                    PFPC INC.
                 London W1X 5AD                                 400 Bellevue Parkway
                    England                                     Wilmington, DE 19809
            Tel. No. (171) 495-2343

             DFA AUSTRALIA LIMITED                                 LEGAL COUNSEL
          Suite 2001, Level 20 Gateway                 STRADLEY, RONON, STEVENS & YOUNG, LLP
               1 MacQuarie Place                              2600 One Commerce Square
          Sydney, New South Wales 2000                      Philadelphia, PA 19103-7098
                   Australia
           Tel. No. (612) 9 247-7822

           CUSTODIANS--INTERNATIONAL                          INDEPENDENT ACCOUNTANTS
                 CITIBANK, N.A.                              PRICEWATERHOUSECOOPERS LLP
                111 Wall Street                               2400 Eleven Penn Center
               New York, NY 10005                              Philadelphia, PA 19103
            THE CHASE MANHATTAN BANK
            4 Chase Metrotech Center
               Brooklyn, NY 11245
</TABLE>

                                       80

<PAGE>

                         DFA INVESTMENT DIMENSIONS GROUP INC.

                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION

                                   September 13, 1999


     DFA Investment Dimensions Group Inc. ("DFAIDG") is an open-end management
investment company that offers thirty-eight series of shares.  Dimensional
Investment Group Inc. ("DIG") is an open-end management investment company that
offers sixteen series of shares.  This statement of additional information
("SAI") relates to thirty-one series of DFAIDG and one series of DIG
(individually, a "Portfolio" and collectively, the "Portfolios"):

                             DOMESTIC EQUITY PORTFOLIOS


<TABLE>
<CAPTION>

<S>                                                      <C>
U.S. Large Company Portfolio (FEEDER)                    U.S. 6-10 Value Portfolio (FEEDER)
Enhanced U.S. Large Company Portfolio (FEEDER)           U.S. 6-10 Small Company Portfolio (FEEDER)
U.S. Large Cap Value Portfolio (FEEDER)                  Tax-Managed U.S. 6-10 Small Company Portfolio
Tax-Managed U.S. Marketwide Value Portfolio (FEEDER)     Tax-Managed U.S. 6-10 Small Company Portfolio X
Tax-Managed U.S. Marketwide Value Portfolio X (FEEDER)   U.S. 9-10 Small Company Portfolio (FEEDER)
U.S. 4-10 Value Portfolio (FEEDER)                       DFA Real Estate Securities Portfolio
Tax-Managed U.S. 5-10 Value Portfolio
Tax-Managed U.S. 5-10 Value Portfolio X

                                 INTERNATIONAL EQUITY PORTFOLIOS


Large Cap International Portfolio                        United Kingdom Small Company Portfolio (FEEDER)
DFA International Value Portfolio (FEEDER)               Continental Small Company Portfolio (FEEDER)
Tax-Managed DFA International Value Portfolio            DFA International Small Cap Value Portfolio
Tax-Managed DFA International Value Portfolio X          Emerging Markets Portfolio (FEEDER)
International Small Company Portfolio                    Emerging Markets Value Portfolio (FEEDER)
Japanese Small Company Portfolio (FEEDER)                Emerging Markets Small Cap Portfolio (FEEDER)
Pacific Rim Small Company Portfolio (FEEDER)

                                      FIXED INCOME PORTFOLIOS

DFA One-Year Fixed Income Portfolio (FEEDER)             DFA Five-Year Global Fixed Income Portfolio
DFA Two-Year Global Fixed Income Portfolio (FEEDER)      DFA Intermediate Government Fixed Income Portfolio
DFA Five-Year Government Portfolio

</TABLE>



     This statement of additional information is not a prospectus but should
be read in conjunction with the Portfolios' prospectus dated September 13,
1999, as amended from time to time.  The audited financial statements and
financial highlights of the Funds are incorporated by reference from each
Fund's annual report to shareholders and the unaudited financial information
for the period ended May 31, 1999 is incorporated by reference from the
Funds' semi-annual reports to shareholders.  The prospectus and the annual
and semi-annual reports can be obtained by writing to the above address or by
calling the above telephone number.


<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                      <C>
PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . .3

BROKERAGE COMMISSIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .3

INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .5

OPTIONS ON STOCK INDICES . . . . . . . . . . . . . . . . . . . . . . . . .9

FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . 12

CONVERTIBLE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . 13

PORTFOLIO TURNOVER RATES . . . . . . . . . . . . . . . . . . . . . . . . 13

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 14

SERVICES TO THE FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . 16

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . 23

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

REDEMPTION AND TRANSFER OF SHARES. . . . . . . . . . . . . . . . . . . . 30

TAXATION OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . 30

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . 32

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 34

</TABLE>

                                       2
<PAGE>

                        PORTFOLIO CHARACTERISTICS AND POLICIES

     Each of the Portfolios identified as a "Feeder" (a "Feeder Portfolio") on
the cover page of this SAI seeks to achieve its investment objective by
investing all of its investable assets in a corresponding series of the DFA
Investment Trust Company (the "Trust") or in the case of the Emerging Markets
Value Portfolio, in the Dimensional Emerging Markets Value Fund Inc.  The series
of the Trust and Dimensional Emerging Markets Value Fund Inc. are referred to as
the "Master Funds."  Dimensional Fund Advisors Inc. (the "Advisor") serves as
investment advisor to each of the Portfolios, except the Feeder Portfolios and
each Master Fund, and provides administrative services to the Feeder Portfolios
and International Small Company Portfolio.  The International Small Company
Portfolio seeks to achieve its investment objective by investing in up to four
Master Funds (the "International Master Funds").  Capitalized terms not
otherwise defined in this SAI have the meaning assigned to them in the
prospectus.

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, the following information applies to
all of the Portfolios and Master Funds, including the Feeder Portfolios, through
their investment in the Master Funds.

     Each of the Portfolios and the Master Funds, other than the Five-Year
Global Fixed Income Portfolio, are diversified under the federal securities laws
and regulations.

     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 Portfolio
and the issuer would be deemed affiliated persons and certain requirements under
the federal securities laws and regulations regulating dealings between mutual
funds and their 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.

                                BROKERAGE COMMISSIONS

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

                                BROKERAGE COMMISSIONS
                 FISCAL YEARS ENDED NOVEMBER 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                           1998               1997            1996
                                                                                           ----               ----            ----
<S>                                                                                <C>               <C>              <C>
U.S. Large Company Series....................................................      $     15,841      $      40,689    $     72,262
Enhanced U.S. Large Company Series...........................................             2,210             10,284           1,650
U.S. Large Cap Value Series..................................................         1,116,421            929,005         934,452
U.S. 4-10 Value Series.......................................................           717,873                -0-             -0-
U.S. 6-10 Value Series.......................................................         4,289,226          4,591,853       2,754,009
U.S. 6-10 Small Company Series...............................................         1,022,535            855,652         473,887
U.S. 9-10 Small Company Portfolio............................................         1,541,534          1,641,020       1,704,251
DFA Real Estate Securities Portfolio.........................................            66,659             53,646          39,007
Large Cap International Portfolio............................................            32,512              9,322          42,633
DFA International Value Series...............................................           763,022          1,133,787       1,251,242
Japanese Small Company Series................................................           300,862            602,098         466,795
Pacific Rim Small Company Series.............................................           316,644            485,846         181,812
United Kingdom Small Company Series..........................................           116,482             68,028          86,854
Continental Small Company Series.............................................           278,568            145,195         214,631
DFA International Small Cap Value Portfolio..................................           573,200            921,326       1,472,685
Emerging Markets Series......................................................           375,895            559,853         437,088
Emerging Markets Value Portfolio (Dimensional                                           638,643             79,005          14,699
Emerging Markets Value Fund Inc.)............................................
Emerging Markets Small Cap Series............................................            40,579                -0-             -0-
TOTAL........................................................................       $12,208,706        $12,126,609     $10,147,957
                                                                                    -----------        -----------     -----------
                                                                                    -----------
</TABLE>

                                       3
<PAGE>


     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. The Tax-Managed Portfolios and
their Master Funds had not begun operations as of November 30, 1998.


     Please note that while the following discussion relates to the policies of
the 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 International Master Funds,
respectively.

     The Fixed Income Portfolios acquire and sell securities on a net basis with
dealers which are major market makers 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.

     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 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, the Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X, the
Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X and the Tax-
Managed U.S. Marketwide Value Series and Series X 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 Tax-Managed U.S. 6-10 Small Company Portfolio and
Portfolio X, 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 1998, 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:


                                       4
<PAGE>

<TABLE>
<CAPTION>

                                                     VALUE OF
                                                    SECURITIES      BROKERAGE
                                                   TRANSACTIONS    COMMISSIONS
                                                   ------------   ------------
<S>                                               <C>             <C>
U.S. Large Cap Value............................  $   71,611,201  $     65,046
U.S. 4-10 Value                                       89,593,893       260,598
U.S. 6-10 Value.................................     328,395,637       983,614
U.S. 6-10 Small Company.........................     210,827,199       497,918
U.S. 9-10 Small Company.........................     121,765,353       345,522
DFA Real Estate Securities......................      12,717,726        15,669
DFA International Value.........................       2,427,926        15,569
Japanese Small Company..........................      22,628,881       150,514
Pacific Rim Small Company.......................       8,995,911        39,849
DFA International Small Cap Value...............       5,932,509        37,175
Emerging Markets Value..........................          29,082           116
TOTAL...........................................    $874,925,318    $2,411,590
</TABLE>

     The investment advisory agreements permit the Advisor knowingly to pay
commissions on these transactions which are greater than another broker, dealer
or exchange member 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 Funds.
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 Portfolios.
Subject to obtaining best price and execution, transactions may be placed with
brokers that have assisted in the sale of the Portfolios' shares.

     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

                                       5
<PAGE>

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 Five-Year 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, Tax-Managed U.S. 5-10 Value Portfolio and
Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio
X, Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X, Tax-
Managed DFA International Value Portfolio and Portfolio X and Emerging
Markets Value Portfolios 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; 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, Tax-
Managed U.S. 5-10 Value Portfolio and Portfolio X, Tax-Managed U.S. 6-10 Small
Company Portfolio and Portfolio X, Tax-Managed U.S. Marketwide Value
Portfolio and Portfolio X, Tax-Managed DFA International Value Portfolio
and Portfolio X, and Emerging Markets Value Portfolios 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
Portfolio, U.S. 4-10 Value Portfolio, Tax-Managed U.S. 5-10 Value Portfolio
and Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio
X, Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X, Tax-
Managed DFA International Value Portfolio and Portfolio X, DFA Two-Year
Global Fixed Income Portfolio, International Small Company, Emerging Markets
Small Cap Portfolio 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 DFA International
Value 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;

                                       6
<PAGE>


     (9)  invest for the purpose of exercising control over management of
any company; provided that the U.S. 9-10 Small Company Portfolio, the U.S.
4-10 Value Portfolio, Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X,
Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X, Tax-Managed
U.S. Marketwide Value Portfolio and Portfolio X and Tax-Managed DFA
International Value Portfolio and Portfolio X 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 Portfolio, Enhanced U.S. Large Company Portfolio,
Emerging Markets Portfolio, Emerging Markets Small Cap Portfolio, Emerging
Markets Value Portfolio, International Small Company Portfolio, U.S. 9-10
Small Company Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio X,
Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X, Tax-Managed
U.S. Marketwide Value Portfolio and Portfolio X and Tax-Managed DFA
International Value Portfolio and Portfolio X may invest its assets in
securities of investment companies and units of such companies such as, but
not limited to, S&P Depository Receipts;



(11) invest more than 5% of its total assets in securities of
companies which have (with predecessors) a record of less than three years'
continuous operation; except this limitation does not apply to the U.S. 9-10
Small Company Portfolio, U.S. 4-10 Value Portfolio, Tax-Managed 5-10 Value
Portfolio and Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and
Portfolio X, Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X,
Tax-Managed DFA International Value Portfolio and Portfolio X, Emerging
Markets Value Portfolio 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 the Enhanced U.S. Large Company Portfolio, the U.S.
4-10 Value Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio X, Tax-
Managed U.S. 6-10 Small Company Portfolio and Portfolio X, Tax-Managed U.S.
Marketwide Value Portfolio and Portfolio X, Tax-Managed DFA International
Value Portfolio and Portfolio X, and Emerging Markets Value Portfolios are
not subject to these limitations;


     (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, Tax-Managed 5-10 Value Portfolio and Portfolio X, Tax-Managed
U.S. 6-10 Small Company Portfolio and Portfolio X, Tax-Managed U.S.
Marketwide Value Portfolio and Portfolio X, Tax-Managed DFA International
Value Portfolio and Portfolio X, and Emerging Markets Value Portfolios are
not subject to this limitation;


     (15) purchase securities on margin or sell short; provided that the U.S.
4-10 Value Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio X, Tax-
Managed U.S. 6-10 Small Company Portfolio and Portfolio X, Tax-Managed U.S.
Marketwide Value Portfolio and Portfolio X, Tax-Managed DFA International
Value Portfolio and Portfolio X, and Emerging Markets Value Portfolios 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

                                       7
<PAGE>


Portfolio, the DFA International Small Cap Value Portfolio and the Emerging
Markets Value Portfolio; and (b) the Tax-Managed U.S. 6-10 Small Company
Portfolio and Portfolio X, Tax-Managed DFA International Value Portfolio
and Portfolio X and the U.S. 9-10 Small Company Portfolio are not subject
to this limitation; or


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

     The investment limitations described in (3), (4), (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 International Master Funds, 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 Funds' 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, 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 Master Funds) and DFA Five-Year 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 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.

     For purposes of (12) above, the DFA Five-Year Global Fixed Income Portfolio
will not concentrate its investments in a single industry.  This means that it
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 (but not the U.S. Government or its agencies or
instrumentalities) to be subject to the 25% limitation.  Thus, not more than 25%
of the Portfolio's total assets will be invested in securities issued by any one
foreign government or supranational organization.  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

                                       8
<PAGE>

securities of such a company only if it can do so under the Portfolio's
policy of not being concentrated in any single industry.


      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 Portfolio, Tax-Managed U.S. 6-10 Small Company
Portfolio and Portfolio X, Japanese Small Company Portfolio, Pacific Rim
Small Company Portfolio, United Kingdom Small Company Portfolio and
Continental Small Company Portfolio (directly or 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
Portfolio, U.S. 4-10 Value Portfolio, Tax-Managed 5-10 Value Portfolio and
Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X, Tax-Managed DFA
International Value Portfolio and Portfolio X, DFA Two-Year Global Fixed
Income Portfolio, International Small Company Portfolio, Emerging Markets
Small Cap Portfolio and Emerging Markets Value Portfolios (directly or
indirectly through their investment in the Master Funds) 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
Five-Year Global Fixed Income Portfolios (directly or indirectly through
their investment in the Master Funds) 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 DFA International Value Portfolio, Tax-
Managed DFA International Value Portfolio and Portfolio X and the DFA Real
Estate Securities Portfolio (directly or indirectly through their investment
in the Master Funds), 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 Dimensional
Emerging Markets Value 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 Master Funds or the Dimensional Emerging
Markets Value Fund or whose use is otherwise considered by the Master Funds or
the Dimensional Emerging Markets Value Fund to be advisable. Each Master Fund or
the Dimensional Emerging Markets Value 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 Master Fund will
exclude from its total assets those assets which represent collateral received
by the Portfolio or Master Fund 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 Fund's 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
(the "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 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

                                       9
<PAGE>

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 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 Series
would have to exercise those options which they have

                                       10
<PAGE>

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 International Master Funds.

     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 Fund 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 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 required to establish such positions would
exceed 5% of the Master Fund's or Portfolio's net 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 to maintain segregated
accounts consisting of liquid assets, (or, as permitted under
                                       11

<PAGE>

applicable interpretations, 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.

                          CASH MANAGEMENT PRACTICES

     All Portfolios and Master Funds engage in cash management practices in
order to earn income on uncommitted cash balances.  Generally cash is
uncommitted pending investment in other obligations, payment of redemptions
or in other circumstances where the Advisor believes liquidity is necessary
or desirable. For example, in the case of the Emerging Markets Master Funds,
cash investments may be made for temporary defensive purposes during periods
in which market, economic or political conditions warrant.

     All the Portfolios and Master Funds may invest cash in short-term
repurchase agreements.  In addition, the following cash investments are
permissible:

<TABLE>
<CAPTION>
                                                                                                               Percentage
           Portfolios and Master Funds                        Permissible Cash Investment                     Guidelines*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                                                        <C>
U.S. Large Company                                 Short-term fixed income obligations same as One-
                                                   Year Fixed Income Portfolio; index futures
                                                   contracts and options thereon***                                 5%

- -----------------------------------------------------------------------------------------------------------------------------------
Enhanced U.S. Large Company                        Short-term fixed income obligations same as Two-                N.A.
                                                   Year Global Fixed Income Portfolio; shares of
                                                   money market mutual funds**; index futures
                                                   contracts and options thereon***
- -----------------------------------------------------------------------------------------------------------------------------------
U.S. and International Small Company               No limitations                                                  20%
- -----------------------------------------------------------------------------------------------------------------------------------
The Value Portfolios and Master Funds              High quality, highly liquid fixed income
and U.S. Tax-Managed Value Portfolios              securities such as money market instruments;
                                                   index futures contracts and options thereon***                  20%
- -----------------------------------------------------------------------------------------------------------------------------------
DFA Real Estate Securities Portfolio               Fixed income obligations such as money market
                                                   instruments; index futures contracts and options
                                                   thereon***                                                      20%
- -----------------------------------------------------------------------------------------------------------------------------------
Large Cap International Portfolio                  Fixed income obligations such as money market
                                                   instruments; index futures contracts and options
                                                   thereon***                                                      20%
- -----------------------------------------------------------------------------------------------------------------------------------
International Small Company Portfolio              Short-term, high quality fixed income obligations          Small portion
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      12

<PAGE>


<TABLE>


- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                                                        <C>
DFA International Small Cap Value Portfolio        Index future contracts and options thereon***                  ***
- -----------------------------------------------------------------------------------------------------------------------------------
International Value and                            Fixed income obligations such as money market
Tax-Managed International Value                    instruments; index futures contracts and options
Portfolio and Portfolio X                          thereon***                                                     20%
- -----------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolios and Master Funds       Money market instruments; highly liquid debt
                                                   securities; freely convertible currencies;
                                                   Emerging Markets Series may invest in shares of
                                                   money market mutual funds**; index futures
                                                   contracts and options thereon***                               10%
- -----------------------------------------------------------------------------------------------------------------------------------
DFA Intermediate Government                        Future contracts on U.S. Treasury securities or
  Fixed Income Portfolio                           options on such contracts                                     N.A.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     *The percentage guidelines set forth above are not absolute limitations but
the Portfolios and Master Funds do not expect to exceed these guidelines under
normal circumstances.

     **Investments in money market mutual funds may involve duplication of
certain fees and expenses.

     ***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
required to establish such positions would exceed 5% of the Master Fund's or
Portfolio's net 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%.

                            CONVERTIBLE DEBENTURES

     Each of the International Equity Portfolios may invest up to 5% of its
assets in convertible debentures issued by non U.S. companies located in the
countries where the Portfolios are permitted to invest.  In addition, the
6-10 Series and the 9-10 Series are authorized to invest in private
placements of interest-bearing debentures that are convertible into common
stock.  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 nonconvertible 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 as long as the Advisor anticipates such stock will
provide the Portfolio with opportunities which are consistent with the
Portfolio's investment objective and policies.

                           PORTFOLIO TURNOVER RATES

     Generally, securities will be purchased with the expectation that they
will be held for longer than one year. 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


                                      13
<PAGE>

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.  Because the DFA Real Estate Securities Portfolio generally
will hold securities for the long-term, its turnover rate ordinarily is
anticipated to be low.  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.

                            DIRECTORS AND OFFICERS

     The Board of Directors of each Fund is responsible for establishing Fund
policies and for overseeing the management of that Fund.  Each of the
Directors and officers of DFAIDG is also a Director and officer of DIG, a
Trustee and officer of the Trust and a Director and officer of the
Dimensional Emerging Markets Value Fund.  The Directors of the Funds,
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.


     The names, locations and dates of birth of the Directors and officers of
the Funds 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, DFA Investment Dimensions
Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging
Markets Value Fund Inc. Trustee, President and Chairman-Chief Executive
Officer of The DFA Investment Trust Company (registered investment company).
Chairman and Director, Dimensional Fund Advisors Ltd. Director, SA Funds.


     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, DFA Investment
Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional
Emerging Markets Value 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 (registered
investment company).  Director, DFA Investment Dimensions Group Inc.,
Dimensional Investment Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Harbor Investment Advisors. Member of the Boards of Milwaukee Mutual
Insurance Company and UNext.com. Principal and Executive Vice President,
Lexecon Inc. (economics, law, strategy and finance consulting). Formerly,
Trustee, First Prairie Funds (registered investment company).


     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, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc., Hospital
Fund, Inc. (investment management services) and BIRR Portfolio Analysis, Inc.
(software products).  Chairman, 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,
DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and
Dimensional Emerging Markets Value Fund Inc. and Public Director, Chicago
Mercantile Exchange.


     Myron S. Scholes, (7/1/41), Director, Menlo Park, CA.
Frank E. Buck Professor Emeritus of Finance, Stanford University. Trustee,
The DFA Investment Trust Company. Director, DFA Investment Dimensions Group
Inc., Dimensional Investment Group Inc., Dimensional Emerging Markets Value
Fund Inc., Benham Capital Management Group of Investment Companies.
Consultant, Arbor Investors and Oak Hill Capital Management. Formerly,
Limited Partner, Long-Term Capital Management L.P. (money manager).

                                      14

<PAGE>

     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,
DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and
Dimensional Emerging Markets Value 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 Funds.

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, DFA Investment Dimensions Group
Inc., Dimensional Investment Group Inc., The DFA Investment Trust Company,
Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets Value 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.


     James Davis, (       ),


     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 (for
all entities other than Dimensional Fund Advisors Ltd.), 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.


     Judith A. Jonas, (11/27/55), Vice President, Santa Monica, CA. Vice
President of all Entities. Vice President Wells Fargo Bank, N.A. from
1989-1990; Vice President Demko, Baer & Associates, 1991.



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

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


     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary
(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. Vice
President, Director of Research, LPL Financial Services, Inc., Boston, MA
from 1987 to 1994.

                                      15

<PAGE>

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

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

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from each Fund during the fiscal year
ended November 30, 1998 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>

Director                        Aggregate       Aggregate    Total Compensation
                              Compensation     Compensation      from Fund
                               From DFAIDG      from DIG     and Fund Complex *
<S>                           <C>              <C>           <C>
George M. Constantinides.....    $15,000         $5,000           $30,000
John P. Gould................    $15,000         $5,000           $30,000
Roger G. Ibbotson............    $15,000         $5,000           $30,000
Merton H. Miller.............    $15,000         $5,000           $30,000
Myron S. Scholes.............    $15,000         $5,000           $30,000
</TABLE>

*  The term Fund Complex refers to all registered investment companies for which
the Advisor performs advisory or administrative services and for which the
individuals listed above serve as directors on the boards of such companies.

                             SERVICES TO THE FUNDS

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

     The Funds have entered into administration agreements with the Advisor,
on behalf of the Feeder Portfolios 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 Funds, and any other administrative services for the
benefit of the Portfolio as the Board of Directors may reasonably request.
For its administrative services, the Feeder Portfolios and International
Small Company Portfolio are obligated to pay the Advisor a monthly fee equal
to one-twelfth of the percentages listed below:


U.S. Large Company..........................................    0.125%(a)
Enhanced U.S. Large Company.................................    0.15%(b)
U.S. Large Cap Value........................................    0.15%
U.S. 4-10 Value.............................................    0.30%
U.S. 6-10 Value.............................................    0.30%
U.S. 6-10 Small Company.....................................    0.32%
U.S. 9-10 Small Company.....................................    0.40%
DFA International Value.....................................    0.20%
International Small Company.................................    0.40%(d)
Japanese Small Company......................................    0.40%(c)
Pacific Rim Small Company...................................    0.40%(c)
United Kingdom Small Company................................    0.40%(c)
Continental Small Company...................................    0.40%(c)
Emerging Markets............................................    0.40%
Emerging Markets Value......................................    0.40%
Emerging Markets Small Cap..................................    0.45%
DFA One-Year Fixed Income...................................    0.10%
DFA Two-Year Global Fixed Income............................    0.10%
Tax-Managed U.S. Marketwide Value...........................    0.15%
Tax-Managed U.S. Marketwide Value X.........................    0.15%



                                      16

<PAGE>

(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 Master
     Fund, 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 Master Funds.

(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.

     For the fiscal years ended November 30, 1998, 1997 and 1996, the Portfolios
(or their corresponding Master Funds) paid administrative fees to the Advisor as
set forth in the following table:


<TABLE>
<CAPTION>
                                                1998           1997          1996
                                                (000)          (000)         (000)
<S>                                         <C>           <C>            <C>
U.S. Large Company Portfolio..............  $     963(5)  $      572(1)  $     279(3)
Enhanced U.S. Large Company Portfolio.....  $      79(6)  $       50(2)  $      13
U.S. Large Cap Value Portfolio............  $   1,486     $    1,045     $     591
U.S. 6-10 Value Portfolio.................  $   6,775     $    5,061     $   2,825
U.S. 6-10 Small Company Portfolio.........  $   1,111     $      908     $     728
U.S. 9-10 Small Company Portfolio.........  $   5,831     $       --           n/a
DFA International Value Portfolio.........  $     828     $       937    $     751
International Small Company Portfolio.....  $   1,058(7)  $       753    $      63(4)
Japanese Small Company Portfolio..........  $     459     $       809    $     403
Pacific Rim Small Company Portfolio.......  $     366     $       784    $     252
United Kingdom Small Company Portfolio....  $     433     $       605    $     201
Continental Small Company Portfolio.......  $     911     $     1,134    $     376
Emerging Markets Portfolio................  $     847     $       890    $     443
Emerging Markets Value Portfolio..........  $      10             n/a          n/a
Emerging Markets Small Cap Portfolio......  $       8     $        --    $      --
DFA One-Year Fixed Income Portfolio.......  $     766     $       768    $     770
DFA Two-Year Global Fixed Income Portfolio  $     427     $       370    $     216

</TABLE>

                         (1) $ 37 after waiver          (5) $174 after waiver

                                      17

<PAGE>

                         (2) $ 44 after waiver          (6) $  76 after waiver
                         (3) $ 0 after waiver           (7) $1,044 after waiver
                         (4) $ 50 after waiver

ADMINISTRATIVE SERVICES--ALL PORTFOLIOS

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for all the
Portfolios and Master Funds.  The services provided by PFPC are subject to
supervision by the executive officers and the Boards of Directors of the Funds,
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.


LARGE CAP INTERNATIONAL PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
Tax-Managed DFA INTERNATIONAL VALUE PORTFOLIO
Tax-Managed DFA INTERNATIONAL VALUE PORTFOLIO X
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 FIVE-YEAR 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 Five-Year 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.

ENHANCED U.S. LARGE COMPANY PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO


                                      18

<PAGE>

U.S. 4-10 VALUE PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. 9-10 SMALL COMPANY PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
ONE-YEAR FIXED INCOME PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

The above portfolios are feeder portfolios.  PFPC's charges for its services to
feeder portfolios are based on the number of feeder portfolios investing in each
Master Fund and whether the Master Fund is organized to be taxed as a
corporation or partnership for tax purposes.  PFPC's charges are allocated
amongst the feeders based on the relative net assets of the feeders.  PFPC's
charges in the aggregate to a group of feeder portfolios investing in Master
Funds which are taxed as corporations are $1,000 per month multiplied by the
number of feeders.  PFPC charges $2,600 per month multiplied by the number of
feeders investing in Master Funds taxed as partnerships.


U.S. LARGE COMPANY PORTFOLIO
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
Tax-Managed U.S. MARKETWIDE VALUE PORTFOLIO
Tax-Managed U.S. MARKETWIDE VALUE PORTFOLIO X


These feeders invest in Master Funds taxed as partnerships.  PFPC charges $2,600
per month multiplied by the number of feeders investing in Master Funds taxed as
partnerships.

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


Tax-Managed U.S. 6-10 SMALL COMPANY PORTFOLIO
Tax-Managed U.S. 6-10 SMALL COMPANY PORTFOLIO X
Tax-Managed U.S. 5-10 VALUE PORTFOLIO
Tax-Managed U.S. 5-10 VALUE PORTFOLIO X
     .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 net assets over $850 million
PFPC has agreed that it may from time to time limit the fee rates.


CUSTODIANS

     Citibank, N.A., 111 Wall Street, New York, New York, 10005, is the
global custodian for the following Portfolios and Master Funds: DFA
International Small Cap Value Portfolio, Large Cap International Portfolio,
DFA Five-Year 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.).  The Chase Manhattan Bank, 4 Chase
Metrotech Center, Brooklyn, NY 11245, serves as the custodian for the
Emerging Markets Series, Emerging Markets Small Cap Series and Dimensional
Emerging Markets Value Fund Inc., and PFPC Trust Company, 400 Bellevue
Parkway, Wilmington, DE  19809, serves as the custodian for all of the Feeder
Portfolios and the other Master Funds.

DISTRIBUTOR

     Each Fund acts as distributor of each series of its own shares of stock.
Each Fund has, however, entered into an agreement with DFA Securities Inc., a
wholly owned subsidiary of the Advisor, pursuant to which DFA


                                      19

<PAGE>

Securities Inc. is responsible for supervising the sale of each series of
shares.  No compensation is paid by the Funds to DFA Securities Inc. under
these agreements.

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the
Funds. Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.

ADVISORY FEES

     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as
investment advisor to each Portfolio (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, 1996, 1997 and 1998, the Portfolios (or their
corresponding Master Funds) paid management fees (to the Advisor and any
sub-advisor) as set forth in the following table:


<TABLE>
<CAPTION>
                                                     1998      1997      1996
                                                     (000)     (000)     (000)
<S>                                                 <S>       <C>       <C>
U.S. Large Company Portfolio......................  $  293    $  160    $   62
Enhanced U.S. Large Company Portfolio.............  $   26    $   17    $    4
U.S. Large Cap Value Portfolio (b)................  $1,667    $1,255    $  699
U.S. 4-10 Value Portfolio (b).....................  $   86       n/a       n/a
U.S. 6-10 Value Portfolio (b).....................  $4,743    $3,534    $1,933
U.S. 6-10 Small Company Portfolio (b).............  $  150    $  102    $   81
U.S. 9-10 Small Company Portfolio (a).............  $1,458    $6,538    $5,511
DFA Real Estate Securities Portfolio..............  $  313    $  290    $  251
Large Cap International Portfolio.................  $  248    $  211    $  183
DFA International Value Portfolio (b).............  $3,466    $2,997    $2,124
International Small Company Portfolio (d).........  $  805    $1,019    $  178
Japanese Small Company Portfolio (c)..............  $  181    $  258    $1,483
Pacific Rim Small Company Portfolio (c)...........  $  133    $  230    $  772
United Kingdom Small Company Portfolio (c)........  $  157    $  180    $  636
Continental Small Company Portfolio (c)...........  $  334    $  351    $1,258
DFA International Small Cap Value Portfolio.......  $3,104    $2,783    $1,877
Emerging Markets Portfolio (b)....................  $  220    $  226    $  111
Emerging Markets Value Portfolio (e)..............  $  182    $1,020    $  865
Emerging Markets Small Cap Portfolio (b)..........  $   37    $   47       n/a
DFA One-Year Fixed Income Portfolio (b)...........  $  420    $  392    $  386
DFA Two-Year Global Fixed Income Portfolio........  $  214    $  185    $  108
DFA Five-Year Government Portfolio................  $  422    $  382    $  402
DFA Five-Year Global Fixed Income Portfolio.......  $  755    $  519    $  377
DFA Intermediate Government Fixed Income Portfolio  $  240    $  184    $  131
</TABLE>

(a)  Prior to November 30, 1997, DFAIDG 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 1996 and 1997 fiscal years.

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

(c)  Prior to August 9, 1996, DFAIDG 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


                                      20

<PAGE>

     the Portfolio for fiscal year 1995 and by the Portfolio and its
     corresponding Master Fund for fiscal year 1996.

(d)  Each of the four International Master Funds 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 International Master Funds to the
     Advisor for the period October 1, 1996 (the Portfolio's commencement of
     operations) to November 30, 1996 and for the  fiscal years 1997 and 1998.

(e)  Prior to April 2, 1998 Dimensional Emerging Markets Fund Inc. had an
     investment management agreement with the Advisor.

                              GENERAL INFORMATION

     DFAIDG was incorporated under Maryland law on June 15, 1981.  Until June
1983, DFAIDG was named DFA Small Company Fund Inc. DFAIDG 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; International Small Company Portfolio in
October, 1996; Emerging Markets Small Cap Portfolio in March, 1998; and Emerging
Markets Value Portfolio in April, 1998.  The U.S. 4-10 Value and the Tax-Managed
Portfolios and Series had not commenced operations as of November 30, 1998.

     Until September, 1995, The DFA Intermediate Government Fixed Income
Portfolio was named The DFA Intermediate Government Bond Portfolio; The DFA
Five-Year 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.  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.

     DIG was incorporated under Maryland law on March 19, 1990.  DIG was
known as DFA U.S. Large Cap Inc. from February 1992, until it amended its
Articles of Incorporation in April 1993, to change to its present name. Prior
to a February 1992, amendment to the Articles of Incorporation, it was known
as DFA U.S. Large Cap Portfolio Inc.

     The DFA Investment Trust Company was organized as a Delaware business
trust on October 27, 1992.  The Trust offers shares of its Master Funds only
to institutional investors in private offerings.  Dimensional Emerging
Markets Value 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 Value
Fund approved its conversion from a closed-end management investment company
to an open-end management investment company.

                                         21

<PAGE>


SHAREHOLDER RIGHTS

     The shares of each Portfolio, when issued and paid for in accordance
with the Portfolio'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.

     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 a Fund should occur, the
Fund's 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 Funds do not intend to hold annual meetings of shareholders,
except as required by the federal securities laws and regulations governing
mutual funds, or other applicable law. Each 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 federal securities laws and regulations
governing mutual funds, including semi-annual and annual financial statements
of the Funds, the latter being audited at least once each year.

     Whenever a Feeder Portfolio, as an investor in its corresponding Master
Fund, is asked to vote on a shareholder proposal, the relevant 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.  With
regard to a Master Fund of the Trust organized as a partnership for federal
tax purposes, if a majority shareholder of the Master Fund redeems its entire
interest in the Master Fund, a majority in interest of the remaining
shareholders in the Master Fund must vote to approve the continuing existence
of the Master Fund or the Master Fund will be liquidated.

                         PRINCIPAL HOLDERS OF SECURITIES

     As of August 31, 1999, the following persons beneficially owned 5% or
more of the outstanding stock of the Portfolios, as set forth below:




THE U.S. LARGE COMPANY PORTFOLIO


     Charles Schwab & Company, Inc.*                           %   81.52
     101 Montgomery Street
     San Francisco, CA  94104






ENHANCED U.S. LARGE COMPANY PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  65.88


                                      22

<PAGE>


     Misericordia Home Endowment
     6300 N. Drive Avenue
     Chicago, IL 60660                                          %  15.80


     National Investor Services Corp.*                          %   5.69
     55 Water Street
     New York, NY  10041


U.S. LARGE CAP VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  74.90


TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  78.19

     National Investor Services Corp.*(1)                       %   6.93

     Schroder & Co., Inc.*
     34 Exchange Place
     Jersey City, NJ  07311                                     %   6.35



     FTC & Co.*
     P.O. Box 173736
     Denver, CO  80217                                          %   5.98


U.S. 4-10 VALUE PORTFOLIO

     Dimensional Fund Advisors Inc.
     1299 Ocean Avenue, 11th Floor
     Santa Monica, CA 90401                                     % 100.00


TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  66.65

     Blue Shield of California
     50 Beale Street
     San Francisco, CA  94105                                   %  15.28


U.S. 6-10 VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  34.12

     Mac & Co.*
     P.O. Box 320
     Pittsburgh, PA 15230                                       %   7.74

     Deluxe Corporation
     3680 Victoria Street North
     Shoreview, MN  55126                                       %   5.92



                                      23

<PAGE>

THE U.S. 6-10 SMALL COMPANY PORTFOLIO

     McKinsey & Company Master Retirement Trust
     55 E. 52nd Street
     New York, NY 10055                                         %  20.82

     Charles Schwab & Company, Inc.*(1)                         %  19.44

     Salvation Army-ETHQ
     440 W. Nyack Road
     West Nyack, NY 10994                                       %   9.31

     Salvation Army Central Territory
     10 W. Algonquin Road
     Des Plaines, IL  60016                                     %   6.84


TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  81.46

     FTC & Co.*(1)                                              %   8.85



THE U.S. 9-10 SMALL COMPANY PORTFOLIO


     Charles Schwab & Company, Inc.* (1)                        %  36.56

     National Electrical Benefit Fund
     1125 15th Street NW
     Washington, DC 20005                                       %  7.69




                                      24

<PAGE>


     State Farm Insurance Companies
     One State Farm Plaza
     Bloomington, IL 61710                                      %   7.39


     PepsiCo Inc. Master Trust
     The Northern Trust Company Trustee
     Chicago, IL 60675                                          %   7.38



DFA REAL ESTATE SECURITIES PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  77.88



THE LARGE CAP INTERNATIONAL PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  75.13
     National Investor Services Corp.*(1)                       %   6.04


DFA INTERNATIONAL VALUE PORTFOLIO

     Charles Schwab & Co.*(1)                                   %  66.21

     Peoples Energy Corporation Pension Trust
     130 E. Randolph Drive
     Chicago, IL  60601                                         %   9.20

     FTC & Co.*(1)                                              %   6.39

TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
     Charles Schwab & Company, Inc.*(1)                         %  80.20
     Schroder & Co., Inc.*(1)                                   %   6.54
     National Investor Services Corp.*(1)                       %   6.06



                                      25

<PAGE>


INTERNATIONAL SMALL COMPANY PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  85.96


THE JAPANESE SMALL COMPANY PORTFOLIO

     BellSouth Corporation Master Pension Trust
     1155 Peachtree Street, N.E.
     Atlanta, GA 30367                                          %  66.50

     Charles Schwab & Company, Inc.*(1)                         %  19.05


PACIFIC RIM SMALL COMPANY PORTFOLIO


     BellSouth Corporation Master Pension Trust(1)              %  65.19

     Charles Schwab & Company, Inc.*(1)                         %  12.23


THE UNITED KINGDOM SMALL COMPANY PORTFOLIO


     BellSouth Corporation Master Pension Trust(1)              %  65.19

     Charles Schwab & Company, Inc.*(1)                         %  26.81



THE CONTINENTAL SMALL COMPANY PORTFOLIO


     BellSouth Corporation Master Pension Trust(1)              %  64.55

     Charles Schwab & Company, Inc.*(1)                         %  28.08


DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  62.97

     BellSouth Corporation Master Pension Trust(1)              %  20.27


EMERGING MARKETS PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  64.81


                                      26

<PAGE>

     California Institute of Technology
     Mail Code 212-31
     Pasadena, CA 91125                                         %  6.74


EMERGING MARKETS VALUE PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  71.81

     Schroder & Co., Inc.*(1)                                   %  12.62

     National Investor Services Corp.*(1)                       %   5.91


EMERGING MARKETS SMALL CAP PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  71.89

     FTC & Co.*(1)                                              %   7.39

     National Investor Services Corp.*(1)                       %  14.61


THE DFA ONE-YEAR FIXED INCOME PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  49.45

     Peoples Energy Corporation Pension Trust(1)                %   7.05

     The McConnell Foundation
     P.O. Box 492050
     Redding, CA  96049                                         %   5.20



DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  89.90


THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO

     Charles Schwab & Company, Inc.*(1)                         %  73.96

     Trust Company of America*
     P.O. Box 6503
     Englewood, CO  80155                                       %   6.23


                                      27

<PAGE>



THE DFA FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  83.05



THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO


     Charles Schwab & Company, Inc.*(1)                         %  74.50

     People's Energy Corporation Pension Trust(1)               %  22.43


_________________________________________________
*   Owner of record only.
(1) See address for shareholder previously noted above in list.

     Shareholder inquiries may be made by writing or calling the Funds at the
address or telephone number appearing on the cover.  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.

                              PURCHASE OF SHARES

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


     The Funds 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 Funds
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 (12/24/99).  The Federal Reserve System is
closed on the same days as the NYSE, except that it is open on Good Friday
and closed on Columbus Day and Veterans' Day.  Orders for redemptions and
purchases will not be processed if the Funds are closed.

     The TSE is closed on the following days in 1999: January 1, and 15,
February 11, March 22, April 29, May 3, 4 and 5, July 20, September 15 and
23, October 11, November 3 and 23 and December 23, 30 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 Funds reserve the right, in their 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 that 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.

     Reimbursement fees may be charged prospectively from time to time based
upon the future experience of the Portfolios that are currently sold at net
asset value.  Any such charges will be described in the prospectus.

                                      28
<PAGE>

                     REDEMPTION AND TRANSFER OF SHARES

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

     Each 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 such 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 to the Advisor who will transmit the request to the
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.

                         TAXATION OF THE PORTFOLIOS

     The following is a summary of some of the federal income tax
consequences of investing in the Portfolios.  Unless you are invested in the
Portfolios through a retirement plan, you should consider the tax
implications of investing and consult your own tax adviser.

DISTRIBUTIONS OF NET INVESTMENT INCOME

     Each Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of a Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders.  Any distributions by a Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     A Portfolio may derive capital gains and losses in connection with sales
or other dispositions of its portfolio securities. Distributions derived from
the excess of net short-term capital gain over net long-term capital loss
will be taxable to shareholders as ordinary income.  Distributions paid from
long-term capital gains realized by a Portfolio will be taxable to
shareholders as long-term capital gain, regardless of how long the shares of
the Portfolio have been held.  Any net short-term or long-term capital gains
realized by a Portfolio (net of any capital loss carryovers) generally will
be distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on
the Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

     Each Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code (the "Code").  As a regulated
investment company, the Portfolios generally pay no federal income tax on the
income and gains it distributes to its shareholders.  The Board reserves the
right not to maintain the qualification of a Portfolio as a regulated
investment company, if it determines that such course of action to be
beneficial to shareholders.  In such case, a Portfolio will be subject to
federal, and possibly state, corporate taxes on its taxable income and gains,
and distributions to shareholders will be taxed as ordinary dividend income
to the extent of a Portfolio's available earnings and profits.   Some of the
Master Funds intend to qualify each year as regulated investment companies
("RIC Series"), while others are taxable as partnerships for federal income
tax purposes.

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Code requires a Portfolio to distribute at least 98% of its taxable
ordinary income earned during the

                                     29

<PAGE>

calendar year and 98% of its capital gain net income earned during the twelve
month period ending October 31 (in addition to undistributed amounts from the
prior year) to you by December 31 of each year in order to avoid federal
excise taxes.  Each Portfolio intends to declare and pay sufficient dividends
in December (or in January that are treated by you as received in December)
but does not guarantee and can give no assurances that its distributions will
be sufficient to eliminate all such taxes.

EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS

     Most foreign exchange gains realized on the sale of debt instruments are
treated as ordinary income by a Portfolio.  Similarly, foreign exchange
losses realized by a Portfolio on the sale of debt instruments are generally
treated as ordinary losses by such Portfolio.  These gains when distributed
will be taxable to shareholders as ordinary dividends, and any losses will
reduce a Portfolio's ordinary income otherwise available for distribution to
shareholders.  This treatment could increase or reduce a Portfolio's ordinary
income distributions to shareholders, and may cause some or all of a
Portfolio's previously distributed income to be classified as a return of
capital.

     A Portfolio which invests in foreign securities 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 are invested in
securities of foreign corporations, such Portfolio may elect to pass through
to its shareholders their pro rata share of foreign income taxes paid by such
Portfolio.  If this election is made, shareholders will be required to
include in their gross income their pro rata share of foreign taxes paid by
the Portfolio.  However, shareholders will be entitled to either deduct (as
an itemized deduction in the case of individuals) their share of such foreign
taxes in computing their taxable income or to claim a credit for such taxes
against their U.S. federal income tax, subject to certain limitations under
the Code.

DIVIDENDS RECEIVED DEDUCTION

     Portfolios which will receive virtually all their net investment income
from the receipt of interest income or from investments in foreign securities
are not expected to make distributions eligible for the dividends received
deduction for corporations.   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.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions
for federal and state income tax purposes that cause a shareholder to
recognize a gain or loss.  If a shareholder holds his shares as a capital
asset, the gain or loss that he realizes will be capital gain or loss.  Any
loss incurred on the redemption or exchange of shares held for six months or
less will be treated as a long-term capital loss to the extent of any
long-term capital gains distributed to the shareholder by the Portfolio on
those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption.
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned
on direct obligations of the U.S. government, subject in some states to
minimum investment requirements that must be met by a Portfolio.  Investments
in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment.  The rules on exclusion of this
income are different for corporations.

COMPLEX SECURITIES

     A Portfolio or a Master Fund may invest in complex securities and such
investments may be subject to

                                      30

<PAGE>

numerous special and complicated tax rules. These rules could affect whether
gains or losses recognized by a Portfolio or Master Fund are treated as
ordinary income or capital gain, accelerate the recognition of income to the
Portfolio or Master Fund, defer a Portfolio or Master Fund's ability to
recognize losses, and, in limited cases, subject the Portfolio or Master Fund
to U.S. federal income tax on income from certain of its foreign investments.
 In turn, these rules may affect the amount, timing or character of the
income distributed to a shareholder by a Portfolio.

OTHER SPECIAL RULES APPLICABLE TO PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     A Portfolio which invests in a Master Fund may be subject to certain
special rules depending on whether the Master Fund in which such Portfolio
invests is a RIC Series or is a Master Fund taxable as a partnership under
the Code.  For example, Portfolios which invest in RIC Series will not be
permitted to passthrough foreign withholding taxes paid by such RIC Series to
such Portfolio's shareholders.  These special rules may affect the amount,
timing or character of the income distributed to shareholders of such
Portfolios.

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolios will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the
tax status for federal income tax purposes of such distributions shortly
after the close of each calendar year.  Shareholders who have not held shares
of a Portfolio a full year may have designated and distributed to them as
ordinary income or capital gain a percentage of income that is not equal to
the actual amount of such income earned during the period of their investment
in the Portfolio.

                        CALCULATION OF PERFORMANCE DATA

     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 Commission
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 Commission
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 Commission
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
Funds' annual reports and semi-annual reports to shareholders for the fiscal
year ended November 30, 1998 and the period ended May 31, 1999, contain
additional performance information. Copies of the annual reports and
semi-annual reports are available upon request and without charge.

     With respect to the International Equity Portfolios and DFA Five-Year
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 Five-Year 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.


     Quotations of the annualized percentage total returns for the one-, five-,
and ten-year periods ended December 31, 1998 (as applicable) are set forth in
the prospectus.  Such quotations utilize the standardized method of calculation
required by the Commission, which is net of the cost of any current
reimbursement fees charged to investors and paid to the Portfolios.


                                      31

<PAGE>

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).  However, for purposes of calculating the
performance of a Feeder Portfolio, the performance of the corresponding Master
Fund may be utilized for the period prior to when the Feeder Portfolio commenced
operations, and, if applicable, restated to reflect the Feeder Portfolio's fees
and expenses.

     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:

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

P(1 + T)n = ERV
where:
P =   a hypothetical initial payment of $1,000
T =   average annual total return
n =   number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
      the beginning of the one-, five-, and ten-year periods at the end of the
      one-, five-, and ten-year periods (or fractional portion thereof).

     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.

                                      32
<PAGE>

                            FINANCIAL STATEMENTS

     PricewaterhouseCoopers LLP, 2400 Eleven Penn Center, Philadelphia, PA
19103, are the independent accountants to each of the Funds.
PricewaterhouseCoopers LLP audits the Funds' financial statements.  The
audited financial statements and financial highlights of the Funds for their
fiscal year ended November 30, 1998, as set forth in each Fund's annual
reports to shareholders, including the report of PricewaterhouseCoopers LLP,
and the unaudited financial information for the period ended May 31, 1999, as
set forth in each Fund's semi-annual report to shareholders, are incorporated
by reference into this SAI.


        The audited financial statements of the Master Funds (which are
series of the Trust) and the audited financial statements of Dimensional
Emerging Markets Value Fund Inc. for the fiscal year ended November 30, 1998,
as set forth in the Trust's and Dimensional Emerging Markets Value Fund
Inc.'s annual reports to shareholders, including the reports of
PricewaterhouseCoopers LLP, and the unaudited financial information for the
period ended May 31, 1999 as set forth in their semi-annual reports to
shareholders are incorporated by reference into this SAI.



        The annual and semi-annual reports do not contain any data regarding
the Tax-Managed U.S. 6-10 Small Company Portfolio X, Tax-Managed U.S.
Marketwide Value Portfolio X, Tax-Managed U.S. 5-10 Value Portfolio X,
Tax-Managed DFA International Value Portfolio X, or Tax-Managed U.S.
Marketwide Value Series X because they had not begun operations as of May 31,
1999. The annual reports do not contain any data regarding the Tax-Managed
U.S. 6-10 Small Company Portfolio, Tax-Managed U.S. Marketwide Value
Portfolio, Tax-Managed U.S. 5-10 Value Portfolio, Tax-Managed DFA
International Value Portfolio or the Tax-Managed U.S. Marketwide Value Series
because they had not commenced operations as of November 30, 1998.


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

                                      33

<PAGE>

                  DFA INVESTMENT DIMENSIONS GROUP INC. (55/56)
                                     PART C
                               OTHER INFORMATION

ITEM 23. EXHIBITS.

         (a)   Articles of Incorporation.
               (1)   Articles of Restatement dated August 8, 1995 as filed with
                     the Maryland Secretary of State on September 18, 1995.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 43/44 to the
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    October 4, 1996.

               (2)   Articles Supplementary dated December 21, 1995 as filed
                     with the Maryland Secretary of State on December 28,
                     1995.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 39/40 to the
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    January 30, 1996.

               (3)   Articles Supplementary dated May 14, 1996 as filed with
                     the Maryland Secretary of State on July 12, 1996.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 41/42 to the
                                     Registrant's Registration Statement on
                                     Form N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    May 24, 1996.

               (4)   Articles Supplementary dated October 18, 1996 as filed
                     with the Maryland Secretary of State on December 5, 1996.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 44/45 to the
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    December 19, 1996.

<PAGE>

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

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

               (7)   Articles Supplementary dated September 16, 1997 as filed
                     with the Maryland Secretary of State on September 17,
                     1997.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 46/47 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    September 16, 1997.

               (8)   Articles Supplementary dated November 11, 1998 as filed
                     with the Maryland Secretary of State on November 12,
                     1998
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    January 22, 1999.

               (9)   Articles Supplementary as filed with the Maryland
                     Secretary of State on December 7, 1998 re: the addition of
                     the:

<PAGE>

                     *       Tax-Managed U.S. 5-10 Value Portfolio;
                     *       Tax-Managed U.S. 6-10 Small Company Portfolio;
                             and
                     *       Tax-Managed DFA International Value Portfolio;
                             and
                     *       Tax-Managed U.S. Marketwide Value Portfolio
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    January 22, 1999.

               (10)  Articles Supplementary as filed with the Maryland
                     Secretary of State on September 13, 1999 re: the addition
                     of the:
                     *Tax-Managed U.S. Marketwide Value Portfolio X
                     *Tax-Managed U.S. 5-10 Value Portfolio X
                     *Tax-Managed U.S. 6-10 Small Company Portfolio X
                     *Tax-Managed DFA International Value Portfolio X
                     IS ELECTRONICALLY FILED HEREWITH AS
                     EXHIBIT EX-99.b1.


         (b)   By-Laws.
               By-Laws of the Registrant, as approved through September 13,
               1999.
               IS ELECTRONICALLY FILED HEREWITH AS
               EXHIBIT EX-99.b2.

         (c)   Instruments Defining the Rights of Securityholders.
               (1)   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
                                     Registrant's Registration Statement on Form
                                     N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    October 4, 1996.

         (d)   Investment Advisory Agreement.
               (i)   Investment Management Agreements.
                     (1)     Investment Management Agreement
                             between the Registrant and Dimensional
                             Fund Advisors Inc. ("DFA") dated May 13,

<PAGE>

                             1987 re: the:
                             *       DFA Five-Year Government Portfolio.
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:         Post-Effective Amendment
                                             No. 48/49 to Registrant's
                                             Registration Statement on
                                             Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    March 20, 1998.

                     (2)     Investment Management Agreement between the
                             Registrant and DFA dated April 26, 1994 re: the:
                             *       DFA Global Fixed Income Portfolio
                                     (formerly the DFA Global Bond Portfolio).
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:         Post-Effective Amendment
                                             No. 48/49 to Registrant's
                                             Registration Statement on
                                             Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    March 20, 1998.

                     (3)     Investment Management Agreement between
                             the Registrant and DFA dated September 24, 1990
                             re: the:
                             *       DFA Intermediate Government Fixed
                                     Income Portfolio (formerly the DFA
                                     Intermediate Government Bond Portfolio)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (4)     Investment Advisory Agreement between the
                             Registrant and DFA dated April 2, 1991 re: the:
                             *       Large Cap International Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.

<PAGE>

                             Filing Date:    January 22, 1999.

                     (5)     Amendment to Investment Advisory Agreement
                             between the Registrant and DFA dated
                             September 21, 1992, effective on September 21,
                             1992 re: the:
                             *       DFA Real Estate Securities Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:         Post-Effective Amendment
                                             No. 48/49 to Registrant's
                                             Registration Statement on
                                             Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    March 20, 1998.

                     (6)     Investment Advisory Agreement between the
                             Registrant and DFA dated December 20, 1994 re:
                             the:
                             *       DFA International Small Cap Value
                                     Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (7)     Investment Advisory Agreement between the
                             Registrant and DFA dated September 8, 1995 re:
                             the:
                             *       VA Large Value Portfolio (formerly known
                                     as the DFA Global Value Portfolio)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (8)     Investment Advisory Agreement between the
                             Registrant and DFA dated September 8, 1995 re:
                             the:
                             *       VA Small Value Portfolio

<PAGE>

                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

<PAGE>

                     (9)     Investment Advisory Agreement between the
                             Registrant and DFA dated September 8, 1995 re:
                             the:
                             *       VA International Value Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (10)    Investment Advisory Agreement between the
                             Registrant and DFA dated September 8, 1995 re:
                             the:
                             *       VA International Small Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (11)    Investment Advisory Agreement between the
                             Registrant and DFA dated September 8, 1995 re:
                             the:
                             *       VA Short-Term Fixed Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (12)    Investment Advisory Agreement 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. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

<PAGE>

                     (13)    Investment Advisory Agreement between the
                             Registrant and DFA dated December 7, 1998. re:
                             the:
                             *       Tax-Managed U.S. 5-10 Value Portfolio;
                             *       Tax-Managed U.S. 6-10 Small Company
                                     Portfolio; and
                             *       Tax-Managed DFA International Value
                                     Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (14)    Investment Advisory Agreement between the
                             Registrant and DFA dated September 13, 1999. re:
                             the:
                             *       Tax-Managed U.S. 5-10 Value Portfolio X;
                                     Tax-Managed U.S. 6-10 Small Company
                                     Portfolio X; and
                                     Tax-Managed DFA International Value
                                     Portfolio X
                             IS ELECTRONICALLY FILED HEREWITH AS
                             EXHIBIT EX-99.b5.1.

               (ii)  Sub-advisory Agreements.
                     (1)     Sub-Advisory Agreement between the Registrant,
                             DFA and DFA Australia Ltd. (formerly DFA
                             Australia Pty Limited) dated September 21, 1995 re:
                             the:
                             *       VA International Small Portfolio.
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:         Post-Effective Amendment No.
                                             37/38 to the Registrant's
                                             Registration Statement
                                             on Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    November 22, 1995.

                     (2)     Sub-Advisory Agreement between the Registrant,
                             DFA and Dimensional Fund Advisors Ltd. dated
                             September 21, 1995 re: the:

<PAGE>

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

                     (3)     Consultant Services Agreement
                             between DFA and DFA Australia
                             Ltd. (formerly DFA Australia Pty Limited)
                             IS ELECTRONICALLY FILED HEREWITH
                             AS EXHIBIT EX-99.b5.2.

                     (4)     Consultant Services Agreement between
                             DFA and Dimensional Fund Advisors Ltd.
                             IS ELECTRONICALLY FILED HEREWITH AS
                             EXHIBIT EX-99.b15.3.


         (e)   Underwriting Contracts.
               (1)   Agreement between the Registrant and DFA Securities Inc.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 48/49 to
                                     Registrant's Registration Statement on
                                     Form N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    March 20, 1998.

         (f)   Bonus or Profit Sharing Plans.
               Not Applicable.

         (g)   Custodian Agreements.
               (1)   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 Portfolio;
                     *       DFA Two-Year Corporate Fixed
                                     Income Portfolio; and
                     *       DFA Two-Year Government Portfolio
                     INCORPORATED HEREIN BY REFERENCE TO:

<PAGE>

                     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.

<PAGE>

               (2)   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;
                     *       U.S. Large Company Portfolio;
                     *       DFA One-Year Fixed Income Portfolio;
                     *       DFA Intermediate Government Fixed
                             Income Portfolio (formerly known as the
                             DFA Intermediate Government Bond
                                     Portfolio; and
                     *       DFA Five-Year Government Portfolio
                     Previously filed with this registration statement and
                     incorporated herein by reference

                     a)      Addendum No. 1
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     b)      Addendum No. 2, re:  the addition of:
                     *       Tax-Managed U.S. Marketwide Value Portfolio X
                     *       Tax-Managed U.S. 5-10 Value Portfolio X
                     *       Tax-Managed U.S. 6-10 Small Company
                             Portfolio X
                     *       Tax-Managed DFA International Value Portfolio X
                             IS ELECTRONICALLY FILED HEREWITH AS
                             EXHIBIT EX-99.b8.

         (h)   Other Material Contracts.
               (1)   Transfer Agency Agreement.
                     Transfer Agency Agreement between the Registrant and
                     PFPC Inc. (formerly Provident Financial Processing
                     Corporation).
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 48/49 to
                                     the Registrant's Registration Statement on
                                     Form N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    March 20, 1998.

                     a)      Addendum Number One

<PAGE>

                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     b)      Addendum Number Two, re:  the addition of:
                             *Tax-Managed U.S. Marketwide Value Portfolio X
                             *Tax-Managed U.S. 5-10 Value Portfolio X
                             *Tax-Managed U.S. 6-10 Small Company Portfolio X
                             *Tax-Managed DFA international Value Portfolio X
                             IS ELECTRONICALLY FILED HEREWITH AS
                             EXHIBIT EX-99.b9.1.

               (2)   Administration and Accounting Agreement
                     Administration and Accounting Services Agreement
                     between the Registrant and PFPC.
                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment
                                     No. 48/49 to Registrant's
                                     Registration Statement on
                                     Form N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    March 20, 1998.

                             a)      Addendum Number One
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                             b)      Addendum Number Two
                                     re the:
                                     *Tax-Managed U.S. Marketwide Value
                                     Portfolio X
                                     *Tax-Managed U.S. 5-10 Value Portfolio X
                                     *Tax-Managed U.S. 6-10 Small Company
                                     Portfolio X
                                     *Tax-Managed DFA International Value
                                     Portfolio X
                                     IS ELECTRONICALLY FILED

<PAGE>

                                     HEREWITH AS EXHIBIT EX-99.b9.2.

<PAGE>

               (3)   Administration Agreements.
                     Administration Agreements between the Registrant and
                     DFA.
                     (1)     Dated January 6, 1993 re: the
                             *       DFA One-Year Fixed Income Portfolio
                                     (formerly The DFA Fixed Income Shares)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (2)     Dated August 8, 1996 re: the:
                             *       Japanese Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (3)     Dated August 8, 1996 re: the
                             *       United Kingdom Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (4)     Dated August 8, 1996 re: the
                             *       Continental Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (5)     Dated December 1, 1995 re: the:
                             *       U.S. Large Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:

<PAGE>

                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (6)     Dated August 8, 1996 re: the
                             *       Pacific Rim Small Company Portfolio (The
                                     Series became a feeder portfolio
                                     of DFA/ITC on January 15, 1993.)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (7)     Dated January 6, 1993 re: the
                             *       U.S. 6-10 Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (8)     Dated January 6, 1993 re: the:
                             *       U.S. Portfolio (formerly
                                     the U.S. Large Cap High Book-to-Market
                                     Portfolio)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (9)     Dated January 6, 1993 re: the:
                             *       U.S. 6-10 Value Portfolio (formerly the U.S
                                     Small Cap High Book to Market Portfolio)
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form

<PAGE>

                                     N-1A.

                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

<PAGE>

                     (10)    Dated February 8, 1996 re: 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. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (11)    Dated March 30, 1994 re:
                             *       Emerging Markets Portfolios
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (12)    Dated February 8, 1996 re: the:
                             *       Enhanced U.S. Large Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (13)    Dated February 8, 1996 re: the:
                             *       DFA Two-Year Corporate Fixed Income
                                     Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

<PAGE>

                     (14)    Dated February 8, 1996 re: the
                             *       DFA Two-Year Global Fixed Income
                                     Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (15)    Dated February 8, 1996 re: the:
                             *       DFA Two-Year Government Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (16)    Dated August 8, 1996 re: the:
                             *       International Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (17)    Dated December 19, 1996 re: the:
                             *       Emerging Markets Small Cap Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (18)    Dated November 30, 1997 re: the:
                             *       U.S. 9-10 Small Company Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.

<PAGE>

                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (19)    Dated November 30, 1997 re: the:
                             *       U.S. 4-10 Value Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (20)    Dated November 30, 1997 re: the:
                             *       Emerging Markets Value Portfolio
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (21)    Dated December 8, 1998 re: the:
                             *       Tax-Managed U.S. Marketwide Value
                                     Portfolio;
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing: Post-Effective Amendment No. 50/51 to
                                     Registrant's Registration Statement on Form
                                     N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    January 22, 1999.

                     (22)    Dated September 13, 1999 re the:
                             *       Tax-Managed U.S. Marketwide Value
                                     Portfolio X;
                             IS ELECTRONICALLY FILED HEREWITH AS
                             EXHIBIT EX-99.b9.3.

               (4)   Other.
                     (a)     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 Registrant's Registration

<PAGE>

                                             Statement on Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    June 19, 1995.

                     (b)     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 Registrant's Registration
                                             Statement on Form N-1A.
                             File Nos.:      2-73948 and 811-3258.
                             Filing Date:    June 19, 1995.

                     (c)     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 Registrant's
                                                   Registration Statement on
                                                   Form N-1A.
                                     File Nos.:    2-73948 and 811-3258.
                                     Filing Date:  November 22, 1995.

         (i)   Legal Opinion.
               Opinion of Stradley, Ronon, Stevens & Young, LLP, IS
               INCORPORATED HEREIN BY REFERENCE TO:
               Filing: Post-Effective Amendment No. 50/51 to
                       Registrant's Registration Statement on Form N-1A.
               File Nos.:    2-73948 and 811-3258.
               Filing Date:  January 22, 1999.

         (j)   Other Opinions.
               (1)   Consent of PricewaterhouseCoopers LLP IS
                     ELECTRONICALLY FILED HEREWITH AS EXHIBIT
                     EX-99.b11.

         (k)   Omitted Financial Statements.
               Not applicable.

<PAGE>

         (l)   Initial Capital Agreements.
               Subscription Agreement under Section 14(a)(3) of the Investment
               Company Act of 1940.
               Previously filed with this registration statement and
               incorporated herein by reference.

         (m)   Rule 12b-1 Plans.
               Not Applicable

         (n)   Plans pursuant to Rule 18f-3.
               Not Applicable.

         (o)   Powers-of-Attorney.

               (1)   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
                                     Registrant's Registration
                                     Statement on Form N-1A.
                     Filing Nos.:    2-73948 and 811-3258.
                     Filing Date:    October 3, 1994.

               (2)   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 DFA
                     INVESTMENT TRUST COMPANY ("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
                                     Registrant's Registration
                                     Statement of the Registrant on
                                     Form N-1A.
                     File Nos.:      33-33980 and 811-6067.
                     Filing Date:    March 21, 1996.

               (3)   Powers-of-Attorney for Registrant, DFA/ITC and
                     Dimensional Emerging Markets Fund Inc. dated July 18,
                     1997.

<PAGE>

                     INCORPORATED HEREIN BY REFERENCE TO:
                     Filing:         Post-Effective Amendment No. 47/48 to
                                     the Registrant's Registration Statement
                                     on Form N-1A.
                     File Nos.:      2-73948 and 811-3258.
                     Filing Date:    November 30, 1997.

ITEM 24. Persons Controlled by or Under Common Control with the Fund.
         None.

<PAGE>

ITEM 25. Indemnification.
         Reference is made to Section 1 of Article XI of the Registrant's
         By-Laws (as approved through 10/17/96), incorporated herein by
         reference, which 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 26. Business and Other Connections of the Investment Advisor.
         (a)   Dimensional Fund Advisors Inc., with a principal place of
               business located at 1299 Ocean Drive, 11th Floor, Santa Monica,
               CA 90401, the investment manager for the Registrant, 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.

<PAGE>

               The Advisor is engaged in the business of providing
               investment advice primarily to institutional investors.
               For additional information, please see "Management of
               the Fund" in PART A and "Directors and Officers" in PART
               B 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
               has 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 has its principal placed of business is
               Suite 4403 Gateway, 1 MacQuarie Place, Sydney, New South
               Wales 2000, Australia.

ITEM 27. Principal Underwriters.
         Names of investment companies for which the Registrant's principal
         underwriter also acts as principal underwriter.
         (a)   Not applicable.
         (b)   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, CA 90401, will
               supervise the sale of Registrant's shares.
         (c)   Not applicable.

ITEM 28. Location of Accounts and Records.
         The accounts and records of the Registrant are located at the office
         of the Registrant and at additional locations, as follows:

         Name                                    Address
         DFA Investment Dimensions Group Inc.    1299 Ocean Avenue
                                                 11th Floor

<PAGE>

                                                 Santa Monica, CA  90401

         PFPC Inc.                               400 Bellevue Parkway,
                                                 Wilmington, DE 19809.

<PAGE>

ITEM 29. Management Services.
         None.

ITEM 30. Undertakings.
         Not Applicable.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
Santa Monica and State of California on the 13th day of September, 1999.


                             DFA INVESTMENT DIMENSIONS GROUP INC.
                                             (Registrant)

                             By:     David G. Booth*
                                     David G. Booth, President
                                           (Signature and Title)David G. Booth


Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signature                    Title                   Date
David G. Booth*              Director and            September 13, 1999
David G. Booth               Chairman-Chief
                             Executive Officer


Rex A. Sinquefield*          Director and            September 13, 1999
Rex A. Sinquefield           Chairman-Chief
                             Investment Officer

Michael T. Scardina*         Chief Financial         September 13, 1999
Michael T. Scardina          Officer, Treasurer
                             and Vice President

George M. Constantinides*    Director                September 13, 1999
George M. Constantinides


John P. Gould*               Director                September 13, 1999
John P. Gould

Roger G. Ibbotson*           Director                September 13, 1999
Roger G. Ibbotson

<PAGE>

Merton H. Miller*            Director                September 13, 1999
Merton H. Miller

Myron S. Scholes*            Director                September 13, 1999
Myron S. Scholes

        * By:   Catherine L. Newell
                Catherine L. Newell
                Attorney-in-Fact (Pursuant to a Power-of-Attorney)

<PAGE>

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 30th day of June, 1999.

                             THE DFA INVESTMENT TRUST COMPANY
                                           (Registrant)

                             By:     David G. Booth*
                                     David G. Booth, President
                                           (Signature and Title)

The undersigned Directors 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*              Director and            September 13, 1999
David G. Booth               Chairman-Chief
                             Executive Officer

Rex A. Sinquefield*          Director and            September 13, 1999
Rex A. Sinquefield           Chairman-Chief
                             Investment Officer

Michael T. Scardina*         Chief Financial         September 13, 1999
Michael T. Scardina          Officer, Treasurer
                             and Vice President

George M. Constantinides*    Director                September 13, 1999
George M. Constantinides

John P. Gould*               Director                September 13, 1999
John P. Gould

Roger G. Ibbotson*           Director                September 13, 1999
Roger G. Ibbotson

Merton H. Miller*            Director                September 13, 1999
Merton H. Miller

Myron S. Scholes*            Director                September 13, 1999

<PAGE>

Myron S. Scholes

<PAGE>

        * By:   Catherine L. Newell
                Catherine L. Newell
                Attorney-in-Fact (Pursuant to a Power-of-Attorney)

<PAGE>

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 13th day
of September, 1999.

                             DIMENSIONAL EMERGING MARKETS FUND INC.
                                           (Registrant)

                             By:     David G. Booth*
                                     David G. Booth, President
                                           (Signature and Title)

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            September 13, 1999
David G. Booth               Chairman-Chief
                             Executive Officer

Rex A. Sinquefield*          Director and            September 13, 1999
Rex A. Sinquefield           Chairman-Chief
                             Investment Officer

Michael T. Scardina*         Chief Financial         September 13, 1999
Michael T. Scardina          Officer, Treasurer
                             and Vice President

George M. Constantinides*    Director                September 13, 1999
George M. Constantinides

John P. Gould*               Director                September 13, 1999
John P. Gould

Roger G. Ibbotson*           Director                September 13, 1999
Roger G. Ibbotson

Merton H. Miller*            Director                September 13, 1999
Merton H. Miller

Myron S. Scholes*            Director                September 13, 1999

<PAGE>

Myron S. Scholes

<PAGE>

        * By:   Catherine L. Newell
                Catherine L. Newell
                Attorney-in-Fact (Pursuant to a Power-of-Attorney)

<PAGE>

                                  EXHIBIT INDEX

N-1A                      EDGAR
Exhibit No.               Exhibit No.             Description

23(a)(10)                 EX-99.b1.               Articles Supplementary

23(b)                     EX-99.b2.               By-Laws

23(d)(i)(14)              EX-99.b5.1              Investment Advisory
                                                  Agreement

23(d)(ii)(3)              EX-99.b5.2              Consulting Services
                                                  Agreement

23(d)(ii)(4)              EX 99.b5.3              Consulting Services
                                                  Agreement

23(g)(3)(a)               EX-99.b8                Addendum No. 2 to
                                                  Custodian Agreement

23(h)(1)(b)               EX-99.b9.1              Addendum No. 2 to
                                                  Transfer Agency
                                                  Agreement

23(h)(2)(b)               EX-99.b9.2              Addendum No. 2 to
                                                  Administration and
                                                  Accounting Services
                                                  Agreement

23(h)(3)(22)              EX-99.b9.3              Administration Agreement

23(j)(1)                  EX-99.b11               Auditors Consent of
                                                  PricewaterhouseCoopers,
                                                  LLP

<PAGE>

                           DFA INVESTMENT DIMENSIONS GROUP INC.

                           ARTICLES SUPPLEMENTARY TO THE CHARTER

         DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation")
and registered under the Investment Company Act of 1940 as an open-end company,
hereby certifies, in accordance with the requirements of Section 2-208 and
Section 2-208.1 of the Maryland General Corporation Law, to the State Department
of Assessments and Taxation of Maryland that:

         FIRST: The Corporation has authority to issue a total of Six Billion
(6,000,000,000) shares of stock, with a par value of One Cent ($.01) per share,
having an aggregate par value of Sixty Million Dollars ($60,000,000), all of
which shall be considered common stock. The allocation of shares to each of its
thirty-four existing classes is as follows:

<TABLE>
<CAPTION>
                     Class Designation                                     Number of Shares of Common Stock
                     -----------------                                        (par value $.01 per share)
                                                                                       Allocated
                                                                                       ---------
<S>                                                                        <C>
The U.S. Large Company Portfolio Shares                                               200,000,000

The U.S. 9-10 Small Company                                                           300,000,000
   Portfolio Shares

The DFA One-Year Fixed Income                                                         300,000,000
   Portfolio Shares

The DFA Five-Year Government                                                          100,000,000
   Portfolio Shares

The United Kingdom Small Company                                                       20,000,000
   Portfolio Shares

The Japanese Small Company Portfolio Shares                                            50,000,000

The Continental Small Company                                                          50,000,000
   Portfolio Shares

The DFA Intermediate Government Fixed                                                 100,000,000
   Income Portfolio Shares

The DFA Global Fixed Income                                                           100,000,000
   Portfolio Shares

The Pacific Rim Small Company                                                          50,000,000
   Portfolio Shares

The Large Cap International Portfolio Shares                                          150,000,000

The U.S. 6-10 Small Company                                                           100,000,000
   Portfolio Shares

<PAGE>

The U.S. 6-10 Value Portfolio Shares                                                  300,000,000

The U.S. Large Cap Value Portfolio Shares                                             200,000,000

The DFA Real Estate Securities Portfolio                                              100,000,000
   Shares

RWB/DFA International High Book to Market                                             100,000,000
   Portfolio Shares

The Emerging Markets Portfolio Shares                                                 100,000,000

DFA International Small Cap Value                                                     200,000,000
   Portfolio Shares

VA Large Value Portfolio Shares                                                        50,000,000

VA Global Bond Portfolio Shares                                                        50,000,000

VA Small Value Portfolio Shares                                                        50,000,000

VA International Value Portfolio Shares                                                50,000,000

VA International Small Portfolio Shares                                                50,000,000

The VA Short-Term Fixed Portfolio Shares                                               50,000,000

Enhanced U.S. Large Company                                                           100,000,000
   Portfolio Shares

DFA Two-Year Global Fixed Income                                                      200,000,000
   Portfolio Shares

International Small Company Portfolio Shares                                          100,000,000

Emerging Markets Small Cap Portfolio Shares                                           100,000,000

U.S. 4-10 Value Portfolio Shares                                                      100,000,000

Emerging Markets Value Portfolio Shares                                               100,000,000

Tax-Managed U.S. 5-10 Value Portfolio Shares                                          100,000,000

Tax-Managed U.S. 6-10 Small Company                                                   100,000,000
   Portfolio Shares

Tax-Managed U.S. Marketwide Value                                                     100,000,000
   Portfolio Shares

Tax-Managed DFA International Value                                                   100,000,000
   Portfolio Shares
</TABLE>


    The Board of Directors of the Corporation has adopted a resolution
classifying unallocated and unissued common stock (par value $.01 per share)
of the Corporation as follows: one hundred million (100,000,000) shares were
allocated to a new class of common stock


<PAGE>

designated "Tax-Managed U.S. 5-10 Value Portfolio X Shares," one hundred million
(100,0000,00) shares were allocated to a new class of common stock designated
"Tax-Managed U.S. 6-10 Small Company Portfolio X Shares," one hundred million
(100,000,000) shares were allocated to a new class of common stock designated
"Tax-Managed U.S. Marketwide Value Portfolio X Shares," and one hundred million
(100,000,000) shares were allocated to a new class of common stock designated
"Tax-Managed DFA International Value Portfolio X Shares."

     SECOND: Following the aforesaid classifications and allocations, the
total number of shares of stock which the Corporation is authorized to issue
is Six Billion (6,000,000,000) shares, with a par value of One Cent ($.0l) per
share and an aggregate par value of Sixty Million Dollars ($60,000,000), and
the allocation of shares to each of the thirty-eight classes (each a "Class"
and, collectively, the "Classes") is as follows:

<TABLE>
<CAPTION>
                     Class Designation                                     Number of Shares of Common Stock
                     -----------------                                        (par value $.01 per share)
                                                                                       Allocated
                                                                                       ---------
<S>                                                                        <C>
The U.S. Large Company Portfolio Shares                                               200,000,000

The U.S. 9-10 Small Company                                                           300,000,000
   Portfolio Shares

The DFA One-Year Fixed Income                                                         300,000,000
   Portfolio Shares

The DFA Five-Year Government                                                          100,000,000
   Portfolio Shares

The United Kingdom Small Company                                                       20,000,000
   Portfolio Shares

The Japanese Small Company Portfolio Shares                                            50,000,000

The Continental Small Company                                                          50,000,000
   Portfolio Shares

The DFA Intermediate Government Fixed Income                                          100,000,000
   Portfolio Shares

The DFA Global Fixed Income                                                           100,000,000
   Portfolio Shares

The Pacific Rim Small Company                                                          50,000,000
   Portfolio Shares

The Large Cap International Portfolio Shares                                          150,000,000

The U.S. 6-10 Small Company                                                           100,000,000
   Portfolio Shares

The U.S. 6-10 Value Portfolio Shares                                                  300,000,000


<PAGE>

The U.S. Large Cap Value Portfolio Shares                                             200,000,000

The DFA Real Estate Securities Portfolio                                              100,000,000
   Shares

RWB/DFA International High Book to Market                                             100,000,000
   Portfolio Shares

The Emerging Markets Portfolio Shares                                                 100,000,000

DFA International Small Cap Value                                                     200,000,000
   Portfolio Shares

VA Large Value Portfolio Shares                                                        50,000,000

VA Global Bond Portfolio Shares                                                        50,000,000

VA Small Value Portfolio Shares                                                        50,000,000

VA International Value Portfolio Shares                                                50,000,000

VA International Small Portfolio Shares                                                50,000,000

The VA Short-Term Fixed Portfolio Shares                                               50,000,000

Enhanced U.S. Large Company                                                           100,000,000
   Portfolio Shares

DFA Two-Year Global Fixed Income                                                      200,000,000
   Portfolio Shares

International Small Company Portfolio Shares                                          100,000,000

Emerging Markets Small Cap Portfolio Shares                                           100,000,000

U.S. 4-10 Value Portfolio Shares                                                      100,000,000

Emerging Markets Value Portfolio Shares                                               100,000,000

Tax-Managed U.S. 5-10 Value Portfolio                                                 100,000,000
   Shares

Tax-Managed U.S. 6-10 Small Company                                                   100,000,000
   Portfolio Shares

Tax-Managed U.S. Marketwide Value                                                     100,000,000
   Portfolio Shares

Tax-Managed DFA International Value                                                   100,000,000
   Portfolio Shares

Tax-Managed U.S. 5-10 Value                                                           100,000,000
   Portfolio X Shares

Tax-Managed U.S. 6-10 Small Company                                                   100,000,000
   Portfolio X Shares

<PAGE>

Tax-Managed U.S. Marketwide Value                                                     100,000,000
   Portfolio X Shares

Tax-Managed DFA International Value                                                   100,000,000
   Portfolio X Shares
</TABLE>

     THIRD: A description of the shares of each Class, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:

     The holder of each share of each Class shall be entitled to one vote
for each full share, and a fractional vote for each fractional share of stock
then standing in his or her name on the books of the Corporation. All shares of
the Classes then issued and outstanding and entitled to vote, irrespective of
Class, shall be voted in the aggregate and not by Class, except: (1) when
otherwise expressly provided by the Maryland General Corporation Law; (2) when
required by the Investment Company Act of 1940, as amended, shares shall be
voted by Class; and (3) when a matter to be voted upon does not affect any
interest of a particular Class then only shareholders of the affected Class or
Classes shall be entitled to vote thereon.

     Each share of each Class shall have the following preferences and
special rights, restrictions, and limitations:

          (1)     All consideration received by the Corporation for the
     issue or sale of stock of a Class, together with all income, earnings,
     profits, and proceeds thereof, and any funds or payments derived from
     any reinvestment of such proceeds in whatever form the same may be,
     shall irrevocably belong to such Class, subject only to the rights of
     the creditors.

          (2)     Dividends or distributions on shares of a Class and
     redemptions of such Class shall be paid only out of earnings, surplus,
     or other lawfully available assets belonging to such Class.

          (3)     The Corporation may deduct from the proceeds of redemption
     of shares of each Class the cost incurred in liquidating investment
     securities to pay redemptions in cash as set forth in the By-Laws.

          (4)     In the event of the liquidation or dissolution of the
     Corporation, holders of each Class shall be entitled to receive, as a
     Class, out of the assets of the Corporation available for distribution
     to shareholders, but other than general assets not belonging to any
     particular Class, the assets belonging to such Class; and the assets so
     distributable to such shareholders shall be distributed among such
     shareholders in proportion to the asset value of such shares. In
     addition, such holders shall be entitled to receive their proportionate
     share of assets of the Corporation which do not belong solely to any
     particular Class, as determined by the Board of Directors.


<PAGE>

          (5)     The assets belonging to each Class shall be charged with
     the liabilities in respect to such Class, and shall also be charged
     with their share of the general liabilities of the Corporation as
     determined by the Board of Directors, such determination shall be
     conclusive for all purposes.

     FOURTH:  The shares aforesaid have been duly classified and allocated by
the Board of Directors pursuant to authority contained in the charter of the
Corporation.

     FIFTH: The undersigned Vice President hereby acknowledges these Articles
Supplementary to the charter to be the corporate act of the Corporation and,
as to all matters or facts required to be verified under oath, the undersigned
Vice President acknowledges that, to the best of his knowledge, information
and belief, these matters and facts are true in all material respects, and
that this statement is made under the penalties of perjury.

    IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf by its Vice President and attested
to by its Assistant Secretary on this 13th day of September, 1999.


ATTEST:                          DFA INVESTMENT DIMENSIONS GROUP INC.



                                 By:
Catherine L. Newell                  Michael T. Scardina
Assistant Secretary                  Vice President, Chief Financial Officer and
                                     Treasurer


<PAGE>


                                                       Exhibit 23(b)




                        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 of its Resident Agent is The Corporation Trust Incorporated, whose address
is the same as above.

     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 directers under the Investment Company
Act of 1940 (the "Act").  If the Corporation is required under the Act to hold a
meeting of stockholders to elect directors, the meeting shall be designated an
Annual Meeting of Stockholders for that year and shall be held no later than 60
days after the occurrence of the event requiring the meeting; except if an order
is granted by the Securities and Exchange Commission exempting the Corporation
from the operation of Section 16(a) of the Act 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

<PAGE>

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 per cent of all the votes
entitled to be cast at such meeting.

     SECTION 4.  NOTICE.  Not less than 10 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 10 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 Act,
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 10 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, until a time, 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.

     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 Act, 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 11 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

<PAGE>

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 10% 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
inspector 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 10% of the stock entitled to vote on such election or matter.

                                    ARTICLE III

                                     DIRECTORS

     SECTION 1.  GENERAL POWERS.  The business of the Corporation shall be
managed by its Board of Directors, which may exercise all powers of the
Corporation, except such as are by statute, or the Articles of Incorporation, or
by these By-Laws conferred upon or reserved to the stockholders.

     SECTION 2.  NUMBER AND TERM OF OFFICE.  The number of Directors which shall
constitute the whole Board shall be determined from time to time by the Board of
Directors, but shall not be fewer than three, nor more than fifteen.  Each
Director shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     SECTION 3.  ELECTION.  Subject to Article II, Section 2 of these By-Laws,
the Directors shall be elected at the Annual Meeting of Stockholders, if held,
or at a Special Meeting of Stockholders called for that purpose, except that any
vacancy in the Board of Directors may be filled by a majority vote of the entire
Board of Directors if immediately after filling the vacancy at least two-thirds
of the Board of Directors have been elected by the stockholders.  In the event
that at any time less than a majority of the Directors of the Corporation were
elected by the holders of the outstanding voting securities of the Corporation,
the Corporation shall forthwith cause to be held as promptly as possible, and in
any event within 60 days, a meeting of stockholders for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors unless the
Securities and Exchange Commission shall, by order, extend such period.

     SECTION 4.  PLACE OF MEETING.  Meetings of the Board of Directors, regular
or special, may be held at any place in or out of the State of Maryland as the
Board may from time to time determine.

     SECTION 5.  QUORUM.  At all meetings of the Board of Directors, a majority
of the entire Board of Directors shall constitute a quorum for the transaction
of business and the action of a majority of the Directors present at any meeting
at which a quorum is present shall be the action of the Board of Directors
unless the concurrence of a greater proportion is required for such action by
the laws of Maryland, these By-Laws or the Articles of Incorporation.  If a
quorum shall not be present at any meeting of Directors, the Directors present
thereat may by a majority vote adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

<PAGE>

     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.  Each Committee shall keep minutes of
their proceedings and shall report the same to the Board of Directors at the
meeting next succeeding, and any action by the Committee shall be subject to
revision and alteration by the Board of Directors, provided that no rights of
third persons shall be affected by any such revision or alteration.

     SECTION 11.  COMPENSATION.  Any Director, whether or not a salaried officer
or employee of the Corporation, may be compensated for 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.

                                     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

<PAGE>

person, shall be deemed equivalent to the giving of such notice to such persons.

                                     ARTICLE V

                                      OFFICERS

     SECTION 1.  NUMBER.  The officers of the Corporation shall be chosen by the
Board of Directors and shall include: a President who shall be the Chief
Operating Officer of the Corporation and a Director; a Secretary; and a
Treasurer.  The Board of Directors may, from time to time, elect or appoint a
Controller, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers.  The Board of Directors shall also appoint two Chairmen, one of whom
shall be the Chief Executive Officer and the second shall be the Chief
Investment Officer of the Corporation and who shall perform and execute such
other duties and powers as the Board of Directors shall from time to time
prescribe.  Two or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the Articles of Incorporation or these
By-Laws to be executed, acknowledged or verified by two or more officers.

     SECTION 2.  ELECTION.  The Board of Directors shall choose a President, a
Secretary and a Treasurer who shall each serve until their successors are chosen
and shall qualify.

     SECTION 3.  OTHER OFFICERS.  The Board of Directors from time to time may
appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.  The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe the
respective rights, terms of office, authorities and duties.

     SECTION 4.  COMPENSATION.  The salaries or other compensation of all
officers and agents of the Corporation shall be fixed by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the 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 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

<PAGE>

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.

     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 each class
of stock 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

<PAGE>

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.

     (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 that
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:

          (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

<PAGE>

               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
               (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 and the DFA
               Five-Year 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, Tax-Managed U.S.
               5-10 Value Portfolio and Portfolio X, Tax-Managed U.S. 6-10 Small
               Company Portfolio and Portfolio X, Tax-Managed U.S. Marketwide
               Value Portfolio and Portfolio X, Tax-Managed DFA International
               Value Portfolio and Portfolio X, 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; 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, Tax-Managed U.S. 5-10 Value Portfolio and Portfolio X,
               Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
               Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X,
               Tax-Managed DFA International Value Portfolio and Portfolio X,
               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;

<PAGE>

               provided that the Enhanced U.S. Large Company Portfolio, U.S.
               4-10 Value Portfolio, Tax-Managed U.S. 5-10 Value Portfolio and
               Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and
               Portfolio X, Tax-Managed U.S. Marketwide Value Portfolio and
               Portfolio X, Tax-Managed DFA International Value Portfolio and
               Portfolio X, DFA Two-Year Global Fixed Income Portfolio,
               International Small Company, Emerging Markets Small Cap Portfolio
               and Emerging Markets Value Portfolio 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 DFA
               International Value 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,
               the U.S. 4-10 Value Portfolio, Tax-Managed U.S. 5-10 Value
               Portfolio and Portfolio X, Tax-Managed U.S. 6-10 Small Company
               Portfolio and Portfolio X, Tax-Managed U.S. Marketwide Value
               Portfolio and Portfolio X and Tax-Managed DFA International Value
               Portfolio and Portfolio X 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 Portfolio,
               Enhanced U.S. Large Company Portfolio, Emerging Markets
               Portfolio, Emerging Markets Small Cap Portfolio, Emerging Markets
               Value Portfolio, International Small Company Portfolio, U.S. 9-10
               Small Company Portfolio, Tax-Managed 5-10 Value Portfolio and
               Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and
               Portfolio X, Tax-Managed U.S. Marketwide Value Portfolio and
               Portfolio X and Tax-Managed DFA International Value Portfolio and
               Portfolio X may invest its assets in securities of investment
               companies and units of such companies such as, but not limited
               to, S&P Depository Receipts;

          (11) invest more than 5% of its total assets in securities of
               companies which have (with predecessors) a record of less than
               three years' continuous operation; except this limitation does
               not apply to the U.S. 9-10 Small Company Portfolio, U.S. 4-10
               Value Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio
               X, Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
               Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X,
               Tax-Managed DFA International Value Portfolio and Portfolio X,
               Emerging Markets Value Portfolio, DFA Real Estate Securities
               Portfolio and any Portfolio the shares of which are sold only to
               insurance company separate accounts (each a "VA

<PAGE>

               Portfolio") and each other Portfolio if so provided in the
               Corporation's registration statement under the Act;

          (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 the Enhanced U.S. Large Company
               Portfolio may write or acquire options, and the U.S. 4-10 Value
               Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio X,
               Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
               Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X,
               Tax-Managed DFA International Value Portfolio and Portfolio X and
               Emerging Markets Value Portfolio are not subject to these
               limitations;

          (14) purchase warrants, however, each Portfolio may acquire warrants
               as a result of corporate actions involving their holdings of
               other equity securities if so provided in the Corporation's
               registration statement under the Act; provided that the U.S. 4-10
               Value Portfolio, Tax-Managed 5-10 Value Portfolio and Portfolio
               X, Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
               Tax-Managed U.S. Marketwide Value Portfolio and Portfolio X,
               Tax-Managed DFA International Value Portfolio and Portfolio X 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, Tax-Managed 5-10 Value Portfolio and
               Portfolio X, Tax-Managed U.S. 6-10 Small Company Portfolio and
               Portfolio X, Tax-Managed U.S. Marketwide Value Portfolio and
               Portfolio X, Tax-Managed DFA International Value Portfolio and
               Portfolio X 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
               Tax-Managed U.S. 6-10 Small Company Portfolio and Portfolio X,
               Tax-Managed DFA

<PAGE>

               International Value Portfolio and Portfolio X and the U.S. 9-10
               Small Company Portfolio are not subject to this limitation; or

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

     Notwithstanding the investment limitations described in (3), (4), (7), (9),
(10), (11), (12) and (16) above, all or substantially all of the assets of each
Portfolio may be invested in another registered, open-end investment company or
series thereof having the same investment objectives as such Portfolio in
accordance with its investment policy.

     SECTION 2.  LENDING OF SECURITIES.  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 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, manger, 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.

<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 Act 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 Act.

     (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.

<PAGE>

     (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.

     (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.

<PAGE>

     SECTION 4.  REPORTS.  The Corporation shall furnish stockholders with
reports of its financial condition as required by Section 30(d) of the Act 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 otherwise.

                                     ARTICLE XI

                                 INDEMNIFICATION OF
                               OFFICERS AND DIRECTORS

     SECTION 1.     With respect to the indemnification of the officers and
Directors of the Corporation:

     (a)  The Corporation shall indemnify each officer and Director made party
to a proceeding, by reason of service in such capacity, to the fullest extent,
and in the manner provided, under section 2-418 of the Maryland General
Corporation Law: (i) unless it is proved that the person seeking indemnification
did not meet the standard of conduct set forth in subsection (b)(1) of such
section; and (ii) provided, that the Corporation shall not indemnify any officer
or Director for any liability to the Corporation or its security holders arising
from the willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office.

     (b)  The provisions of clause (i) of paragraph (a) herein notwithstanding,
the Corporation shall indemnify each officer and Director against reasonable
expenses incurred in connection with the successful defense of any proceeding to
which such officer or Director is a party by reason of service in such capacity.

     (c)  The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each officer and Director who is made party to
a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.

                                    ARTICLE XII

                                     AMENDMENTS

     SECTION 1.     These By-Laws may be altered or repealed at any 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 Act, if any.


<PAGE>

                        DFA INVESTMENT DIMENSIONS GROUP INC.

                    THE TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X
                THE TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X
                THE TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X


                           INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made this 13TH day of SEPTEMBER, 1999, 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 TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X;
             THE TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X; AND
                THE TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X,

collectively the "Tax-Managed Portfolios"), to continuously review, supervise
and administer each of the Tax-Managed Portfolios' respective investment
programs, to determine in its discretion the securities to be purchased or sold
and the portion of each of the Tax-Managed Portfolios' respective 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 respective objectives, policies and limitations of each portfolio set forth
in the Tax-Managed Portfolios' 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 each of the Tax-Managed Portfolios and is directed to use its
best effort to obtain the best available prices and most favorable executions,
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 to any of the  Tax-Managed Portfolios, or be in breach of any obligation
owing to the Fund or to any of the Tax-Managed Portfolios under this Agreement,
or otherwise, solely by reason of its having caused any of the Tax-Managed
Portfolios to pay a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for any of the Tax-Managed
Portfolios 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

<PAGE>

Advisor will promptly communicate to the officers and directors of the Fund such
information relating to transactions for each of the Tax-Managed Portfolios 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-twelfth of each of the
Tax-Managed Portfolios' respective net assets, as follows:

     The Tax-Managed U.S. 5-10 Value Portfolio X                 0.50%
     The Tax-Managed U.S. 6-10 Small Company Portfolio X         0.50%
     The Tax-Managed DFA International Value Portfolio X         0.50%

In the event that this Agreement is terminated at other than a month-end, the
fee for such month shall be prorated, as applicable.

     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
with respect to any of the Tax Portfolios, 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 to any of the Tax-Managed Portfolios, 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 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.

<PAGE>

     9.   DURATION AND TERMINATION.  This Agreement shall become effective on
SEPTEMBER 13, 1999 (the "Effective Date") and shall continue in effect until
SEPTEMBER 13, 2001, 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 respective outstanding voting securities of any of
the Tax-Managed Portfolios.

     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 respective outstanding voting securities of any of the
Tax-Managed Portfolios, 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.

     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 this 13TH day of SEPTEMBER, 1999.



DIMENSIONAL FUND                        DFA INVESTMENT
ADVISORS INC.                           DIMENSIONS GROUP INC.



By:                                     By:
    ---------------------------             -----------------------------
     David G. Booth                          Catherine L. Newell
     Chief Executive Officer                 Vice President


<PAGE>

MASTER                                                        DFA AUSTRALIA LTD.


                           CONSULTING SERVICES AGREEMENT


     This Agreement made by and between Dimensional Fund Advisors Inc., a
Delaware corporation ("DFA"), and DFA Australia Ltd., a company organized under
the laws of New South Wales, Australia ("DFAA").

                                W I T N E S S E T H:

     WHEREAS, DFAA is engaged in the business of investment management and
administrative and trading services primarily in Asia (including Japan),
Australia and New Zealand (collectively, the "Pacific Rim countries");

     WHEREAS, DFAA presently acts as sub-advisor to DFA with respect to certain
DFA investment products (the "Sub-Advisory Products") pursuant to certain
sub-advisory agreements (the "Sub-Advisory Agreements") dated as of August 7,
1996 and also provides certain trading services for other products to DFA
pursuant to a Service Agreement dated as of December 1 1993, as amended on
December 1, 1994 (the "Service Agreement");

     WHEREAS, DFA wishes to continue to engage DFAA to provide various
non-advisory services relating to certain international investment products
other than the Sub-Advisory Products managed or sponsored by DFA as set forth in
Schedule A hereto (the "Investment Products") which schedule may be amended from
time to time; and

     WHEREAS, DFA wishes to modify certain provisions of the Service Agreement
further defining the overall duties and responsibilities of the parties, and
DFAA desires to so act and to provide such services as agreed to from time to
time pursuant to a consulting services agreement;

<PAGE>

and

     WHEREAS, DFA and certain of its officers and directors own 100% of the
outstanding shares of DFAA;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties hereto agree as follows:

     1.   TERMINATION OF SERVICES AGREEMENT.  The parties hereto agree that the
Service Agreement is hereby terminated and shall have no further effect and the
duties and responsibilities of DFA and DFAA shall be as set forth hereinafter.

     2.   APPOINTMENT.  DFA hereby appoints DFAA, and DFAA hereby accepts such
appointment, to act on behalf of DFA with respect to such matters and to provide
such services with respect to the Investment Products as may from time to time
be agreed between the parties.

     3.   SERVICES TO BE PERFORMED.  DFA hereby employs DFAA, subject to
supervision by DFA, to furnish the following services for the Investment
Products:

          a.   Execution of buy and sell programs generated by DFA and
transmitted to DFAA;

          b.   Selection of brokers or dealers to execute purchases and sales of
eligible securities for the Investment Products; including the determination of
the best and most efficient means of purchasing and selling such portfolio
securities; and the allocation of trades among brokers and dealers, subject to
constraints with respect to affiliated brokers and dealers subject to Section 17
of the Investment Company Act of 1940.  In carrying out its obligations
hereunder, DFAA will act with a view to the objectives of each Investment
Product as set forth in the respective prospectus and otherwise communicated by
DFA to DFAA, including the objectives

<PAGE>

of receiving best price and execution for portfolio transactions and causing as
little price fluctuation as possible.

          c.   DFAA may execute orders from DFA for fewer or more shares than
set forth in the buy or sell programs initiated by DFA, based on market
conditions and other factors, provided that such variances from the execution
lists are within parameters established by DFA from time to time or in specific
cases.

          d.   DFAA shall report the results of all trading activities, and all
other information relating to portfolio transactions for the Investment
Products, at such time and in such format as DFA may request, including
reporting to the custodians of the Investment Products, as appropriate.

          e.   DFAA shall review and coordinate its agency trading and execution
strategies, practices and results with DFA as frequently as reasonably
necessary.

          f.   DFAA may also from time to time, monitor cash balances for the
Investment products; review and bid on blocks of securities within parameters
established by DFA; handle corporate actions and vote proxies for securities
held in the Investment Products as directed by DFA; review companies and suggest
status codes; and provide DFA with data concerning equity markets in the various
countries in which the Investment Products are invested.

          g.   DFAA shall furnish only statistical and other factual information
and advice regarding economic factors and trends, and it is neither intended nor
required that DFAA shall furnish advice or make recommendations regarding the
purchase or sale of securities.

     These duties and responsibilities of DFAA, taken individually or
collectively, shall not

<PAGE>

constitute, or be construed as constituting, investment advice.

     4.   DUTIES AND RESPONSIBILITIES.  DFAA shall perform its obligations and
discharge its duties hereunder, and under any or all other agreements that DFAA
may enter into with DFA from time to time, (i) solely in the best interests of
DFA and the clients of DFA with respect to or in connection with which DFAA may
from time to time provide investment or other services, and (ii) with the care,
skill, prudence and diligence that a prudent man experienced in such matters
would use in providing similar services in like circumstances.  Except as
expressly provided herein or directed by DFA from time to time in writing, DFAA
shall have no authority, express or implied, to bind DFA to any contract or
commitment, to otherwise act on behalf of DFA, or to hold itself out as an agent
of DFA.

     5.   CONDUCT OF BUSINESS.  DFAA shall at all times conduct its business in
compliance with any and all applicable laws, rules and regulations including,
without limitation, the applicable laws, rules and regulations of the United
States and Australia and any governmental agency, regulatory authority or
governing body thereof.

     6.   REPRESENTATIONS OF DFAA.  DFAA hereby represents and warrants that it
is duly licensed under the securities laws of Australia and that it is duly
licensed under the securities laws of the United States to engage in the
activities in which DFAA is engaged, including without limitation registration
as an investment adviser with the United States Securities and Exchange
Commission ("SEC").  DFAA hereby covenants to maintain in good standing all
licenses and registrations required for the conduct of its business and
performance of its duties and obligations hereunder and under any and all
agreements entered into with DFA from time to time.  In addition, DFAA shall
provide DFA as promptly as practicable a copy of any and all

<PAGE>

amendments filed with the SEC at the same time any such amendments are filed.

     7.   COMPENSATION.  During the duration of this Agreement, in consideration
of the portfolio management and other services to be performed by DFAA hereunder
and as agreed between the parties from time to time, DFA shall pay DFAA as
follows:

          a.   A fee in an amount equal to 110% of pretax annual operating
expenses of DFAA inclusive of fees to be paid to DFAA pursuant to the
Subadvisory Agreements subject to the following adjustment;

          b.   The fee due to DFAA pursuant to Section 7.a. hereof shall be
reduced by an amount equal to the revenue that DFAA earns for its investment
advisory, administrative and similar services that it performs for products that
it sponsors in Australia other than the Investment Products ("DFAA Products").

          c.   Fees due from DFA to DFAA shall be remitted not less than
quarterly.

     8.   DIRECTION BY DFA.  In connection with any services to be provided
hereunder to be rendered by DFAA from time to time, DFAA shall at all times act
in accordance with the instructions of DFA as communicated from time to time and
shall prepare and provide all information and reports reasonably requested by
DFA.  Attached hereto as Schedule B is a description of the reports currently
required to be furnished to DFA by DFAA and those actions for which DFAA must
obtain specific approval by DFA, which Schedule B may be amended from time to
time by DFA in its sole discretion upon reasonable notice to DFAA.

     DFA shall use its best efforts to ensure that trustees, custodians,
subcustodians, subadvisors and administrative agents cooperate with DFAA thus
facilitating the provision of services by DFAA.  DFA shall provide DFAA with
copies of regulatory filings made by DFA

<PAGE>

which are relevant to DFAA's agency and subadvisory services.  DFA shall also
share with DFAA information which DFA believes to be relevant to DFAA's
services.

     9.   RECORDKEEPING AND RECORD RETENTION.  DFAA shall maintain and preserve
in a safe and accessible place and shall afford representatives of DFA access to
all customer, corporate and other business records customarily maintained by
investment managers as they relate to DFAA's provision of agency and subadvisory
services to DFA, all records and reports required to be maintained by applicable
laws, rules and regulations, including, without limitation, the United States
Investment Advisers Act of 1940, and any and all such other records or reports
as DFA may from time to time reasonably require DFAA to prepare, including such
records and reports set forth on Schedule B hereto, as may be amended from time
to time by DFA in its sole discretion upon reasonable notice to DFAA.

     Except as otherwise required by law or as otherwise agreed to by the
parties, all records and reports required to be prepared and preserved hereunder
shall be kept in a readily accessible place on DFAA's premises for at least two
years from the date of the record or report and in a reasonably accessible place
on or off DFAA's premises for at least four more years.  If records or reports
are preserved in a form other than paper originals they shall be kept in
duplicate, stored separately, and DFAA shall maintain on its premise a means of
visual review and producing hard copies of such records and reports.  DFAA's
obligation hereunder to maintain and preserve records shall survive the
termination of this Agreement.

     10.  INSPECTION AND EXAMINATION OF RECORDS.  DFAA hereby acknowledges that
DFA has certain statutory obligations to supervise the activities of DFAA
relating to DFA portfolios and agrees to cooperate fully at all times to afford
DFA access to DFAA's books and records at

<PAGE>

anytime during normal business hours, to answer any questions with respect to
DFAA's operations, and to regularly schedule and attend meetings as requested by
DFA for purposes of reviewing DFAA's performance under its agreements with DFA,
reviewing operational matters with trustees, custodians, subcustodians and
administrative agents.  DFA or its agents or representatives may, from time to
time, visit DFA for the purpose of reviewing DFAA's operations as they relate to
the provision of agency and subadvisory services.  DFA agrees to use reasonable
efforts to avoid causing any undue disruption to the conduct of DFAA's
day-to-day business affairs.

     11.  CONFIDENTIAL AND PROPRIETARY INFORMATION.  Each party acknowledges and
agrees that any and all information emanating from the other's business, in any
form, is confidential and proprietary information.  Each party agrees that it
will not, during or after the term of this Agreement, permit the duplication or
disclosure of any such confidential and proprietary information to any person
(other than an employee, agent or representative of the other party who must
have such information for the performance of its obligations under its
agreements with the other party) except as required by law, unless such
duplication, use or disclosure is specifically authorized by the other party in
writing.  DFAA acknowledges and agrees that all computer programs provided by
DFA ("DFA Software"), including all copyright rights therein, are owned by and
are the property of DFA and that DFAA is licensed hereby to use such DFA
Software only for the terms of this Agreement and one year thereafter.  At the
expiration or termination of this Agreement, DFAA agrees to return all copies of
the DFA Software to DFA within one year unless otherwise agreed.  DFAA may, with
the written consent of DFA which shall not be unreasonably withheld, substitute
other computer programs to perform the activities covered by

<PAGE>

this Agreement, provided such programs produce information and reports
comparable to those produced by the DFA Software in a magnetic machine-readable
form which is compatible with the DFA Software.

     12.  ALLOCATION OF CLIENT TRANSACTIONS.  DFA hereby acknowledges that DFAA
renders services to clients other than DFA and DFA portfolios, including clients
for which DFAA may purchase or sell the same securities as those that may be
listed from time to time on an approved buy/sell program for a DFA portfolio.
DFAA hereby acknowledges its fiduciary obligations to treat all clients on a
fair and equitable basis when effecting securities transactions in accordance
with DFA's policies.

     13.  INDEMNIFICATION.  DFAA shall indemnify and hold harmless DFA, its
officers and directors, from any and all losses, including reasonable attorney's
fees, incurred by DFA as a result of or arising out of any breach by DFAA of its
duties under this Agreement or any other agreement between DFA and DFAA, any
violation by DFAA of any provision of this Agreement or any other agreement
between DFA and DFAA, or any action of DFAA taken on behalf of DFA or any DFA
portfolio which falls outside the scope of express authority granted hereunder
or under any other agreement between DFA and DFAA.

     Notwithstanding the foregoing, DFAA shall not be liable to DFA or any DFA
portfolio with respect to actions taken or not taken on behalf thereof if DFAA
has acted pursuant to and in strict compliance with express instructions of DFA
or failed to take an action which required specific approval or direction by DFA
in the absence of such approval or direction, and DFA agrees to indemnify and
hold harmless DFAA, its officers and directors, from any and all losses,
including reasonable attorney's fees, incurred by DFAA arising out of any
actions or omissions

<PAGE>

of DFAA made in accordance with the express instructions of DFA or out of DFAA's
failure to act with respect to a matter which requires the specific approval or
direction of DFA in the absence of such approval or direction.

     14.  TERM.  This Agreement shall be effective as of _____________,1997
shall remain in effect until terminated as hereinafter provided.  This Agreement
may be terminated by DFA or by DFAA at any time without penalty on sixty (60)
days' written notice to the other party hereto.  Any fees owing to DFAA pursuant
to paragraph 5 hereof shall be pro rated to the date of termination.

     15.  NOTICE.  Any notice or other communication required to be delivered by
a party to the other party to this Agreement, by this or any other agreement
between the parties, shall be in writing and shall be deemed duly given upon
delivery via facsimile transmission or overnight delivery by Federal Express,
DHL Worldwide, or such other courier having comparable qualifications, to the
following fax number or address or such other fax number or address as shall be
communicated to the other party from time to time in accordance with the notice
requirement thereof:

     IF TO DFA:

               Dimensional Fund Advisors Inc.
               1299 Ocean Avenue, Suite 650
               Santa Monica, California  90401

               Attention:  Irene R. Diamant
                           Vice President
               FAX:  (310) 395-6140

     IF TO DFAA:

               DFA Australia Ltd.
               Suite 4403 - Level 44,

<PAGE>

               Gateway
               1 Macquerie Place
               Sydney, NSW  2000

               Attention:  Andrew Cain
                           Chief Operations Manager
               FAX:  (011) 612 9 247-7165

     16.  CHOICE OF LAW.  This Agreement shall be administered and construed
under the laws of the State of California.

     17.  MISCELLANEOUS.

          (a)  This Agreement may be executed in two counterparts, each of which
shall be deemed an original and both of which together shall constitute one
agreement.

          (b)  This Agreement may be amended from time to time by the mutual
agreement of the parties.

          (c)  The captions used herein are for reference purposes only and
shall not be construed to affect the meaning or interpretation of the provisions
of this Agreement.

          (d)  This Agreement may not be assigned by either party.

          (e)  In the event any provisions of this Agreement, including any and
all schedules or exhibits hereto as in effect from time to time, conflict or are
inconsistent with, rather than being supplemental to, any terms or provisions of
any other agreement to which DFA and DFAA are both parties, such other agreement
shall control.

     IN WITNESS WHEREOF, DFA and DFAA have caused this Agreement to be executed
on this ____ day of ___________________, 1997, by their respective officers or
representatives thereunto duly authorized.

<PAGE>

                              DIMENSIONAL FUND ADVISORS INC.

                              By:
                                 ----------------------------------

                                   Title:
                                         --------------------------


                              DFA AUSTRALIA LTD.

                              By:
                                 ----------------------------------

                                   Title:
                                         --------------------------

<PAGE>

                                     SCHEDULE A

                      (AS LAST AMENDED ON SEPTEMBER 13, 1999)

                                INVESTMENT PRODUCTS


     The DFA Investment Trust Company
          *    DFA International Value Series
          *    Emerging Markets Small Cap Series
          *    Emerging Markets Series

     DFA Investment Dimensions Group Inc.
          *    DFA International Small Cap Value Portfolio
          *    VA International Value Portfolio
          *    Large Cap International Portfolio
          *    Tax-Managed DFA International Value Portfolio
          *    Tax-Managed DFA International Value Portfolio X

     Dimensional Emerging Markets Value Fund Inc.


     This Schedule A has been amended and agreed to by the undersigned as of
this 13th day of September, 1999.

                              DIMENSIONAL FUND ADVISORS INC.

                              By:
                                 ---------------------------------

                                   Title:
                                         --------------------------


                              DFA AUSTRALIA LTD.

                              By:
                                 ----------------------------------

                                   Title:
                                         --------------------------

<PAGE>

                                     SCHEDULE B


DFA Australia Ltd. shall:

     (a)  On a weekly basis, provided to DFA (i) via an overnight delivery
service, FAA's entire database(s) (MAST.DB) for all portfolios and subtracts
("DFA portfolios") for which DFAA is acting as a subadvisor or agent pursuant to
agreements with DFA, and (ii) via facsimile transmission, cash sheets for those
DFA portfolios not administered by Provident Financial Processing Corporation
(or by such other custodian/administrative agent as DFA may hereafter notify
DFAA);

     (b)  Prior to execution of any buy/sell program, obtain approval of the DFA
Investment Committee after submission by DFAA of the proposed program, including
a statement of the assumptions used in generating the original list of orders
and the final list with brokers allocated;

     (c)  Before purchasing, for any DFA portfolio, securities of any company
not previously included on the appropriate buylist, obtain approval of the DFA
Investment Committee to add such company to the approved buy list; any such
request for approval of a new company shall be made by providing the Investment
Committee the following:  (i) company name, (ii) sedol number, (iii) local
symbol, (iv) exchange, (v) current market price and (vi) number of shares
outstanding;

     (d)  Place buy and sell orders for execution on behalf of any DFA
portfolios only with those brokers approved for trading by the DFA Investment
Committee.

     (e)  Obtain approval of the DFA Investment Committee before permitting any
director

<PAGE>

or employee of DFAA to be directly involved with authorizing trades, directing
corporate actions or making comparable investment decisions on behalf of DFA
portfolios;

     (f)  Prior to the placement of any sell order on behalf of a DFA portfolio,
confirm with the appropriate custodian the availability of the shares intended
to be sold;

     (g)  On a monthly basis, reconcile all share positions and prices with the
appropriate custodian for each DFA portfolio; and

     (h)  Maintain appropriate back-ups of all systems and records and notify
DFA on a periodic basis of any changes to the system.  DFAA shall, in addition
to any other required records or reports maintain the following:

          (i)    Buy/sell programs, all of which must be signed and dated by an
     authorized person;

          (ii)   Documentation of all bids and offers that are not initiated by
     DFAA (i.e., blocks), including the date, broker involved, name of the
     stock, sedol or local symbol, bid/offer price and the number of shares;
     completed trades must also be documented as to the time of the transaction,
     actual shares completed and the allocation of those shares among
     portfolios;

          (iii)  A record of each brokerage order given by or on behalf of a
     DFA portfolio for, or in connection with, the purchase or sale of
     securities, whether executed or unexecuted, including the name of the
     broker, the name of the person who placed the order, the terms and
     conditions of the order and, if any modification or cancellation thereof,
     the time of entry or cancellation, the price at which executed, and the
     time of receipt of report of execution;

<PAGE>

          (iv)   A record of all other portfolio purchases or sales (daily
     trade logs and where applicable, broker confirmations) showing details
     comparable to those described in (c) above;

          (v)    Records documenting any voluntary decision or corporate
     actions;

          (vi)   Documentation of any proxy votes directed by DFAA, including
     the name of the company, date voted and DFA portfolios involved.


<PAGE>

MASTER                                            DIMENSIONAL FUND ADVISORS LTD.


                           CONSULTING SERVICES AGREEMENT

     This Agreement made by and between Dimensional Fund Advisors Inc., a
Delaware corporation ("DFA"), and Dimensional Fund Advisors Ltd., a company
organized under the laws of England ("DFAL").

                                W I T N E S S E T H:

     WHEREAS, DFAL is (i) engaged in the business of investment management and
administrative and trading services primarily in the United Kingdom and Europe
(collectively, the "European countries") and (ii) regulated in the conduct of
its investment, administrative and trading business by the Investment Management
Regulatory Organization ("IMRO"), a self-regulatory organization;

     WHEREAS, DFAL presently acts as sub-advisor to DFA with respect to certain
DFA investment products (the "Sub-Advisory Products") pursuant to certain
sub-advisory agreements (the "Sub-Advisory Agreements") dated as of August 7,
1996 and also provides certain trading services for other products to DFA
pursuant to a Service Agreement dated as of January 28, 1992, as amended on
September 16, 1992 (the "Service Agreement");

     WHEREAS, DFA wishes to continue to engage DFAL to provide various
non-advisory services relating to certain international investment products
other than the Sub-Advisory Products managed or sponsored by DFA as set forth in
Schedule A hereto (the "Investment

<PAGE>

Products") which schedule may be amended from time to time; and

     WHEREAS, DFA wishes to modify certain provisions of the Service Agreement
further defining the overall duties and responsibilities of the parties, and
DFAL desires to so act and to provide such services as agreed to from time to
time pursuant to a consulting services agreement; and

     WHEREAS, DFA owns 100% of the outstanding shares of DFAL;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties hereto agree as follows:

     1.   TERMINATION OF SERVICES AGREEMENT.  The parties hereto agree that the
Service Agreement is hereby terminated and shall have no further effect and the
duties and responsibilities of DFA and DFAL shall be as set forth hereinafter.

     2.   APPOINTMENT.  DFA hereby appoints DFAL, and DFAL hereby accepts such
appointment, to act on behalf of DFA with respect to such matters and to provide
such services with respect to the Investment Products as may from time to time
be agreed between the parties.

     3.   SERVICES TO BE PERFORMED.  DFA hereby employs DFAL, subject to
supervision by DFA, to furnish the following services for the Investment
Products:

          a.   Execution of buy and sell programs generated by DFA and
transmitted to DFAL;

          b.   Selection of brokers or dealers to execute purchases and sales of
eligible securities for the Investment Products; including the determination of
the best and most efficient means of purchasing and selling such portfolio
securities; and the allocation of trades among

<PAGE>

brokers and dealers, subject to constraints with respect to affiliated brokers
and dealers subject to Section 17 of the Investment Company Act of 1940.  In
carrying out its obligations hereunder, DFAL will act with a view to the
objectives of each Investment Product as set forth in the respective prospectus
and otherwise communicated by DFA to DFAL, including the objectives of receiving
best price and execution for portfolio transactions and causing as little price
fluctuation as possible.

          c.   DFAL may execute orders from DFA for fewer or more shares than
set forth in the buy or sell programs initiated by DFA, based on market
conditions and other factors, provided that such variances from the execution
lists are within parameters established by DFA from time to time or in specific
cases.

          d.   DFAL shall report the results of all trading activities,
and all other information relating to portfolio transactions for the Investment
Products, at such time and in such format as DFA may request, including
reporting to the custodians of the Investment Products, as appropriate.

          e.   DFAL shall review and coordinate its agency trading and execution
strategies, practices and results with DFA as frequently as reasonably
necessary.

          f.   DFAL may also from time to time, monitor cash balances for the
Investment Products; review and bid on blocks of securities within parameters
established by DFA; handle corporate actions and vote proxies for securities
held in the Investment Products as directed by DFA; review companies and suggest
status codes; and provide DFA with data concerning equity markets in the various
countries in which the Investment Products are

<PAGE>

invested.

          g.   DFAL shall furnish only statistical and other factual information
and advice regarding economic factors and trends, and it is neither intended nor
required that DFAL shall furnish advice or make recommendations regarding the
purchase or sale of securities.

     These duties and responsibilities of DFAL, taken individually or
collectively, shall not constitute, or be construed as constituting, investment
advice.

     4.   DUTIES AND RESPONSIBILITIES.  DFAL shall perform its obligations and
discharge its duties hereunder, and under any or all other agreements that DFAL
may enter into with DFA from time to time, (i) solely in the best interests of
DFA and the clients of DFA with respect to or in connection with which DFAL may
from time to time provide investment or other services, and (ii) with the care,
skill, prudence and diligence that a prudent man experienced in such matters
would use in providing similar services in like circumstances.  Except as
expressly provided herein or directed by DFA from time to time in writing, DFAL
shall have no authority, express or implied, to bind DFA to any contract or
commitment, to otherwise act on behalf of DFA, or to hold itself out as an agent
of DFA.

     5.   CONDUCT OF BUSINESS.  DFAL shall at all times conduct its business in
compliance with any and all applicable laws, rules and regulations including,
without limitation, the applicable laws, rules and regulations of the United
States and the United Kingdom and any governmental agency, regulatory authority
or governing body thereof.

     6.   REPRESENTATIONS OF DFAL.  DFAL hereby represents and warrants that it
is regulated in the conduct of its investment, administrative and trading
business by IMRO and that

<PAGE>

it is duly licensed under the securities laws of the United States to engage in
the activities in which DFAL is engaged, including without limitation
registration as an investment adviser with the United States Securities and
Exchange Commission ("SEC").  DFAL hereby covenants to maintain in good standing
all licenses and registrations required for the conduct of its business and
performance of its duties and obligations hereunder and under any and all
agreements entered into with DFA from time to time.  In addition, DFAL shall
provide DFA as promptly as practicable copy of any and all amendments filed with
the SEC at the same time any such amendments are filed.

     7.   FEES.  During the duration of this Agreement, in consideration of the
portfolio management and other services to be performed by DFAL hereunder and as
agreed between the parties from time to time, DFA shall pay DFAL a fee in an
amount equal to 110% of pretax annual operating expenses of DFAL inclusive of
fees to be paid to DFAL pursuant to the Subadvisory Agreements.  Fees due from
DFA to DFAL shall be remitted not less than quarterly.

     8.   DIRECTION BY DFA.  In connection with any services to be provided
hereunder to be rendered by DFAL from time to time, DFAL shall at all times act
in accordance with the instructions of DFA as communicated from time to time and
shall prepare and provide all information and reports reasonably requested by
DFA.  Attached hereto as Schedule B is a description of the reports currently
required to be furnished to DFA by DFAL and those actions for which DFAL must
obtain specific approval by DFA, which Schedule B may be amended from time to
time by DFA in its sole discretion upon reasonable notice to DFAL.

     DFA shall use its best efforts to ensure that trustees, custodians,
subcustodians,

<PAGE>

subadvisors and administrative agents cooperate with DFAL thus facilitating the
provision of services by DFAL.  DFA shall provide DFAL with copies of regulatory
filings made by DFA which are relevant to DFAL's agency and subadvisory
services.  DFA shall also share with DFAL information which DFA believes to be
relevant to DFAL's services.

     9.   RECORDKEEPING AND RECORD RETENTION.  DFAL shall maintain and preserve
in a safe and accessible place and shall afford representatives of DFA access to
all customer, corporate and other business' records customarily maintained by
investment managers as they relate to DFAL's provision of agency and subadvisory
services to DFA, all records and reports required to be maintained by applicable
laws, rules and regulations, including, without limitation, the United States
Investment Advisers Act of 1940, and any and all such other records or reports
as DFA may from time to time reasonably require DFAL to prepare, including such
records and reports set forth on Schedule B hereto, as may be amended from time
to time by DFA in its sole discretion upon reasonable notice to DFAL.

     Except as otherwise required by law or as otherwise agreed to by the
parties, all records and reports required to be prepared and preserved hereunder
shall be kept in a readily accessible place on DFAL's premises for at least two
years from the date of the record or report and in a reasonably accessible place
on or off DFAL's premises for at least four more years.  If records or reports
are preserved in a form other than paper originals they shall be kept in
duplicate, stored separately, and DFAL shall maintain on its premises a means of
visual review and producing hard copies of such records and reports.  DFAL's
obligation hereunder to maintain and preserve records shall survive the
termination of this Agreement.

<PAGE>

     10.  INSPECTION AND EXAMINATION OF RECORDS.  DFAL hereby acknowledges that
DFA has certain statutory obligations to supervise the activities of DFAL
relating to DFA portfolios and agrees to cooperate fully at all times to afford
DFA access to DFAL's books and records at anytime during normal business hours,
to answer any questions with respect to DFAL's operations, and to regularly
schedule and attend meetings as requested by DFA for purposes of reviewing
DFAL's performance under its agreements with DFA, reviewing operational matters
with trustees, custodians' subcustodians and administrative agents.  DFA or its
agents or representatives may, from time to time, visit DFAL for the purpose of
reviewing DFAL's operations as they relate to the provision of agency and
subadvisory services.  DFA agrees to use reasonable efforts to avoid causing any
undue disruption to the conduct of DFAL's day-to-day business affairs.

     11.  CONFIDENTIAL AND PROPRIETARY INFORMATION.  Each party acknowledges and
agrees that any and all information emanating from the other's business, in any
form, is confidential and proprietary information.  Each party agrees that it
will not, during or after the term of this agreement, permit the duplication or
disclosure of any such confidential and proprietary information to any person
(other than an employee, agent or representative of the other party who must
have such information for the performance of its obligations under its
agreements with the other party) except as required by law, unless such
duplication, use or disclosure is specifically authorized by the other party in
writing.  DFAL acknowledges and agrees that all computer programs provided by
DFA ("DFA Software"), including all copyright rights therein, are owned by and
are the property of DFA and that DFAL is licensed hereby to use such DFA
Software

<PAGE>

only for the terms of this Agreement and one year thereafter.  At the expiration
or termination of this Agreement, DFAL agrees to return all copies of the DFA
Software to DFA within one year unless otherwise agreed.  DFAL may, with the
written consent of DFA which shall not be unreasonably withheld, substitute
other computer programs to perform the activities covered by this agreement,
provided such programs produce information and reports comparable to those
produced by the DFA Software in a magnetic machine-readable form which is
compatible with the DFA Software.

     12.  ALLOCATION OF CLIENT TRANSACTIONS.  DFA hereby acknowledges that DFAL
renders services to clients other than DFA and DFA portfolios, including clients
for which DFAL may purchase or sell the same securities as those that may be
listed from time to time on an approved buy/sell program for a DFA portfolio.
DFAL hereby acknowledges its fiduciary obligations to treat all clients on a
fair and equitable basis when effecting securities transactions in accordance
with DFA's policies.

     13.  COMPLAINTS.  Complaints by DFA in its capacity as DFAL's customer and
concerning DFAL's performance of its duties should be directed to the Compliance
Officer of DFAL either orally or in writing, sent by facsimile or first class
mail to the address provided in Section 16 hereof.  Complaints may also be made
directly to IMRO's Investment Ombudsman at the following address:

<PAGE>

                    IMRO
                    Lloyds Chambers
                    1 Portsoken Street
                    London El 8BT
                    United Kingdom

                    Tel:  0171 390 5000
                    Facsimile:  0171 680 0550

     14.  Indemnification.  DFAL shall indemnify and hold harmless DFA, its
officers and directors, from any and all losses, including reasonable attorney's
fees, incurred by DFA as a result of or arising out of any breach by DFAL of its
duties under this Agreement or any other agreement between DFA and DFAL, any
violation by DFAL of any provision of this Agreement or any other agreement
between DFA and DFAL, or any action of DFAL taken on behalf of DFA or any DFA
portfolio which falls outside the scope of express authority granted hereunder
or under any other agreement between DFA and DFAL.

     Notwithstanding the foregoing, DFAL shall not be liable to DFA or any DFA
portfolio with respect to actions taken or not taken on behalf thereof if DFAL
has acted pursuant to and in strict compliance with express instructions of DFA
or failed to take an action which required specific approval or direction by DFA
in the absence of such approval or direction, and DFA agrees to indemnify and
hold harmless DFAL, its officers and directors, from any and all losses,
including reasonable attorney's fees, incurred by DFAL arising out of any
actions or omissions of DFAL made in accordance with the express instructions of
DFA or out of DFAL's failure to act with respect to a matter which requires the
specific approval or direction of DFA in the absence of such approval or
direction.

<PAGE>

     15.  TERM.     This Agreement shall be effective as of ____________, 1997
shall remain in effect until terminated as hereinafter provided.  This Agreement
may be terminated by DFA or by DFAL at any time without penalty on sixty (60)
days' written notice to the other party hereto.  Any fees owing to DFAL pursuant
to Paragraph 5 hereof shall be pro rated to the date of termination.

     16.  NOTICE.  Any notice or other communication required to be delivered by
a party to the other party to this Agreement, by this or any other agreement
between the parties, shall be in writing and shall be deemed duly given upon
delivery via facsimile transmission or overnight delivery by Federal Express,
DHL Worldwide, or such other courier having comparable qualifications, to the
following fax number or address or such other fax number or address as shall be
communicated to the other party from time to time in accordance with the notice
requirement thereof:

     IF TO DFA:

                    Dimensional Fund Advisors Inc.
                    1299 Ocean Avenue, Suite 650
                    Santa Monica, California  90401

                    Attention:  Irene R. Diamant
                                Vice President
                    FAX:  (310) 395-6140

     IF TO DFAL:

                    Dimensional Fund Advisors Ltd.
                    14 Berkeley Street
                    London W1X 5AD
                    England

<PAGE>

                    Attention:  Margaret East
                                Compliance Office
                    FAX:  (011) 44 171 495-2354

     17.  CHOICE OF LAW.  This Agreement shall be administered and construed
under the laws of the State of California.

     18.  MISCELLANEOUS.

               (a)  This Agreement may be executed in two counterparts, each of
which shall be deemed an original and both of which together shall constitute
one agreement.

               (b)  This Agreement may be amended from time to time by the
mutual agreement of the parties.

               (c)  The captions used herein are for reference purposes only and
shall not be construed to affect the meaning or interpretation of the provisions
of this Agreement.

               (d)  This Agreement may not be assigned by either party.

               (e)  In the event any provisions of this Agreement, including any
and all schedules or exhibits hereto as in effect from time to time, conflict or
are inconsistent with, rather than being supplemental to, any terms or
provisions of any other agreement to which DFA and DFAL are both parties, such
other agreement shall control.

<PAGE>

               IN WITNESS WHEREOF, DFA and DFAL have caused this Agreement to be
executed on this ____ day of ________________, 1997, by their respective
officers or representatives thereunto duly authorized.

                              DIMENSIONAL FUND ADVISORS INC.

                              By:
                                  -------------------------------

                              Title:
                                    -----------------------------

                              DIMENSIONAL FUND ADVISORS LTD.

                              By:
                                 --------------------------------

                              Title:
                                    -----------------------------

<PAGE>


                                     SCHEDULE A
                      (AS LAST AMENDED ON SEPTEMBER 13, 1999)

                                INVESTMENT PRODUCTS


     The DFA Investment Trust Company
          *    DFA International Value Series
          *    Emerging Markets Small Cap Series
          *    Emerging Markets Series

     DFA Investment Dimensions Group Inc.
          *    DFA International Small Cap Value Portfolio
          *    VA International Value Portfolio
          *    Large Cap International Portfolio
          *    Tax-Managed DFA International Value Portfolio
          *    Tax-Managed DFA International Value Portfolio X

     Dimensional Emerging Markets Value Fund, Inc.

     This Schedule A has been amended and agreed to by the undersigned as of
this 13th day of September, 1999.

                              DIMENSIONAL FUND ADVISORS INC.

                              By:
                                  -------------------------------

                              Title:
                                    -----------------------------

                              DIMENSIONAL FUND ADVISORS LTD.

                              By:
                                 --------------------------------

                              Title:
                                    -----------------------------

<PAGE>


                                     SCHEDULE B

Dimensional Fund Advisors Ltd. shall:

     (a)  On a weekly basis, provide to DFA (i) via an overnight delivery
service, DFAL's entire database(s) (MAST.DB) for all portfolios and subtrusts
("DFA portfolios") for which DFAL is acting as a subadvisor or agent pursuant to
agreements with DFA, and (ii) via facsimile transmission, cash sheets for those
DFA portfolios not administered by PFPC Inc. (or by such other
custodian/administrative agent as DFA may hereafter notify DFAL);

     (b)  Prior to execution of any buy/sell program, obtain approval of the DFA
Investment Committee after submission by DFAL of the proposed program, including
a statement of the assumptions used in generating the original list of orders
and the final list with brokers allocated;

     (c)  Before purchasing, for any DFA portfolio, securities of any company
not previously included on the appropriate buylist, obtain approval of the DFA
Investment Committee to add such company to the approved buy list; any such
request for approval of a new company shall be made by providing the Investment
Committee the following:  (i) company name, (ii) sedol number, (iii) local
symbol, (iv) exchange, (v) current market price and (vi) number of shares
outstanding;

     (d)  Place buy and sell orders for execution on behalf of any DFA
portfolios with those brokers approved for trading by the DFA Investment
Committee.

     (e)  Obtain approval of the DFA Investment Committee before permitting any
director or employee of DFAL to be directly involved with authorizing trades,
directing corporate actions

<PAGE>

or making comparable investment decisions on behalf of DFA portfolios;

     (f)  Prior to the placement of any sell order on behalf of a DFA portfolio,
confirm with the appropriate custodian the availability of the shares intended
to be sold;

     (g)  On a monthly basis, reconcile all share positions and prices with the
appropriate custodian for each DFA portfolio; and

     (h)  Maintain appropriate back-ups of all systems and records and notify
DFA on a periodic basis of any changes to the system.  DFAL shall, in addition
to any other required records or reports maintain the following:

          (i)   Buy/sell programs, all of which must be signed and dated by an
     authorized person;

          (ii)  Documentation of all bids and offers that are not initiated by
     DFAL (i.e., blocks), including the date, broker involved, name of the
     stock, sedol or local symbol, bid/offer price and the number of shares;
     completed trades must also be documented as to the time of the transaction,
     actual shares completed and the allocation of those shares among
     portfolios;

          (iii) A record of each brokerage order given by or on behalf of a
     DFA portfolio for, or in connection with, the purchase or sale of
     securities, whether executed or unexecuted, including the name of the
     broker, the name of-the person who placed the order, the terms and
     conditions of the order and, if any modification or cancellation thereof,
     the time of entry or cancellation, the price at which executed, and the
     time of receipt of report of execution;

<PAGE>

          (iv)  A record of all other portfolio purchases or sales (daily trade
     logs and where applicable, broker confirmations) showing details comparable
     to those described in (c) above;

          (v)   Records documenting any voluntary decision or corporate actions;

          (vi)  Documentation of any proxy votes directed by DFAL, including the
     name of the company, date voted and DFA portfolios involved.


<PAGE>

                        DFA INVESTMENT DIMENSIONS GROUP INC.

                                CUSTODIAN AGREEMENT
                                ADDENDUM NUMBER TWO

     THIS AGREEMENT is made as of the 13th day of September, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PFPC TRUST COMPANY ("PFPC TRUST").

                                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, and its shares are
registered under the Securities Act of 1933, as amended; and

     WHEREAS, the Fund has retained PFPC Trust to provide certain custodian
services pursuant to a Custodian Agreement dated June 19, 1989, as amended (the
"Agreement"), which, as of the date hereof, is in full force and effect; and

     WHEREAS, PFPC Trust presently provides such services to the existing
portfolios of the Fund, and has agreed to provide such services to four (4) new
portfolios of the Fund, designated as Tax-Managed U.S. 5-10 Value Portfolio X,
Tax-Managed U.S. 6-10 Small Company Portfolio X, Tax-Managed DFA International
Value Portfolio X and Tax-Managed U.S. Marketwide Value Portfolio X, which are
listed on Schedule A, attached hereto; and

     WHEREAS, Paragraph 1 of the Agreement provides that the Fund may from time
to time issue additional portfolios and, in such event, the provisions of the
Agreement shall apply to such portfolios as may be mutual agreed to by the Fund
and PFPC Trust;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:

     1.   The Agreement is hereby amended to provide that all those portfolios
set forth on "Schedule A, Amended and Restated September 13, 1999," which is
attached hereto, shall be "Covered Portfolios" under the Agreement.

     2.   The fee schedules of PFPC Trust applicable to the Portfolios that are
listed on Schedule A shall be as agreed to in writing, from time to time.

     3.   In all other respects, the Agreement shall remain unchanged and in
full force and effect.

     4.   This Addendum may be executed in two or more counterparts, each of
which shall

<PAGE>

be deemed an original, but all of which together shall constitute one and the
same instrument.

     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:
                             -----------------------------------
                              Catherine L. Newell
                              Vice President

                         PFPC TRUST COMPANY

                         By:
                             -----------------------------------
                              Joseph Gramlich
                              Senior Vice President

<PAGE>

                                                            AMENDED AND RESTATED
                                                              SEPTEMBER 13, 1999

                                     SCHEDULE A

                                   PORTFOLIOS OF
                        DFA INVESTMENT DIMENSIONS GROUP INC.


                      U.S. 6-10 SMALL COMPANY PORTFOLIO (3/92)
                        U.S. LARGE COMPANY PORTFOLIO (2/90)
                          U.S. 6-10 VALUE PORTFOLIO (9/92)
                       U.S. LARGE CAP VALUE PORTFOLIO (9/92)
                    ENHANCED U.S. LARGE COMPANY PORTFOLIO (2/96)
                     U.S. 9-10 SMALL COMPANY PORTFOLIO (12/81)
                         U.S. 4-10 VALUE PORTFOLIO (11/97)
             RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO (5/93)
                         EMERGING MARKETS PORTFOLIO (4/94)
                      JAPANESE SMALL COMPANY PORTFOLIO (1/86)
                   UNITED KINGDOM SMALL COMPANY PORTFOLIO (1/86)
                     CONTINENTAL SMALL COMPANY PORTFOLIO (4/88)
                     PACIFIC RIM SMALL COMPANY PORTFOLIO (4/91)
                     DFA ONE YEAR FIXED INCOME PORTFOLIO (6/83)
                 DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO (2/96)
                      EMERGING MARKETS VALUE PORTFOLIO (11/97)
                    DFA REAL ESTATE SECURITIES PORTFOLIO (9/92)
                DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO (12/94)
                      LARGE CAP INTERNATIONAL PORTFOLIO (4/91)
                      DFA GLOBAL FIXED INCOME PORTFOLIO (7/90)
             DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO (7/90)
                     DFA FIVE-YEAR GOVERNMENT PORTFOLIO (5/87)
                          VA SMALL VALUE PORTFOLIO (9/95)
                          VA LARGE VALUE PORTFOLIO (4/94)
                      VA INTERNATIONAL VALUE PORTFOLIO (9/95)
                      VA INTERNATIONAL SMALL PORTFOLIO (9/95)
                        VA SHORT-TERM FIXED PORTFOLIO (9/95)
                           VA GLOBAL BOND PORTFOLIO(4/94)
                    INTERNATIONAL SMALL COMPANY PORTFOLIO (8/96)
                    EMERGING MARKETS SMALL CAP PORTFOLIO (12/96)
                   DFA TWO YEAR CORPORATE FIXED INCOME PORTFOLIO
                         DFA TWO YEAR GOVERNMENT PORTFOLIO
                   TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO (12/98)
<PAGE>


               TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO (12/98)
               TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO (12/98)
                TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO (12/98)
                   TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X (9/99)
               TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X (9/99)
               TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X (9/99)
                TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO X (9/99)


<PAGE>

                        DFA INVESTMENT DIMENSIONS GROUP INC.


                             TRANSFER AGENCY AGREEMENT
                                ADDENDUM NUMBER TWO

     THIS AGREEMENT is made as of the 13th day of September, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PFPC INC., formerly known as "Provident Financial Processing Corporation," a
Delaware corporation the ("Transfer Agent" or "PFPC").

                                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 ("1940 Act"), and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act); and

     WHEREAS, the Fund has retained the Transfer Agent to serve as the Fund's
transfer agent, registrar and dividend disbursing agent, pursuant to a Transfer
Agency Agreement dated 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 existing series of
shares of the Fund and, has agreed to provide such services to four (4) new
series of the Fund, designated as Tax-Managed U.S. 5-10 Value Portfolio X,
Tax-Managed U.S. 6-10 Small Company Portfolio X, Tax-Managed DFA International
Value Portfolio X, and Tax-Managed U.S. Marketwide Value Portfolio X, which are
listed on Schedule A, attached hereto; and

     WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any class of shares created by the Fund after the date of the
Agreement upon the mutual agreement of the Fund and the Transfer Agent;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:

     1.   The Agreement hereby is amended to provide that all those series set
forth on "Schedule A, Amended and Restated September 13, 1999," which is
attached hereto, shall be "Shares" under the Agreement.

     2.   The fee schedules of PFPC applicable to the series shall be as agreed
to in writing, from time to time.

     3.   In all other respects, the Agreement shall remain unchanged and in
full force and effect.

     4.   This Addendum may be executed in two or more counterparts, each of

<PAGE>

which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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:
                            ------------------------------
                                   Catherine L. Newell
                                   Vice President


                         PFPC INC.

                         By:
                            ------------------------------
                                   Joseph Gramlich
                                   Senior Vice President

<PAGE>

                                                            AMENDED AND RESTATED
                                                              SEPTEMBER 13, 1999


                                     SCHEDULE A


                                     SERIES OF
                        DFA INVESTMENT DIMENSIONS GROUP INC.

                         U.S. 6-10 Small Company Portfolio
                           U.S. Large Company Portfolio
                             U.S. 6-10 Value Portfolio
                          U.S. Large Cap Value Portfolio
                       Enhanced U.S. Large Company Portfolio
                         U.S. 9-10 Small Company Portfolio
                             U.S. 4-10 Value Portfolio
                RWB/DFA International High Book to Market Portfolio
                            Emerging Markets Portfolio
                         Japanese Small Company Portfolio
                      United Kingdom Small Company Portfolio
                        Continental Small Company Portfolio
                        Pacific Rim Small Company Portfolio
                        DFA One Year Fixed Income Portfolio
                    DFA Two-Year Global Fixed Income Portfolio
                         Emerging Markets Value Portfolio
                       DFA Real Estate Securities Portfolio
                    DFA International Small Cap Value Portfolio
                         Large Cap International Portfolio
                         DFA Global Fixed Income Portfolio
                DFA Intermediate Government Fixed Income Portfolio
                        DFA Five-Year Government Portfolio
                             VA Small Value Portfolio
                             VA Large Value Portfolio
                         VA International Value Portfolio
                         VA International Small Portfolio
                           VA Short-Term Fixed Portfolio
                              VA Global Bond Portfolio
                       International Small Company Portfolio
                       Emerging Markets Small Cap Portfolio
                   DFA Two Year Corporate Fixed Income Portfolio
                         DFA Two Year Government Portfolio
<PAGE>

                       Tax-Managed U.S. 5-10 Value Portfolio
                   Tax-Managed U.S. 6-10 Small Company Portfolio
                   Tax-Managed DFA International Value Portfolio
                    Tax-Managed U.S. Marketwide Value Portfolio
                      Tax-Managed U.S. 5-10 Value Portfolio X
                  Tax-Managed U.S. 6-10 Small Company Portfolio X
                  Tax-Managed DFA International Value Portfolio X
                   Tax-Managed U.S. Marketwide Value Portfolio X


<PAGE>

                        DFA INVESTMENT DIMENSIONS GROUP INC.


                  ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
                                ADDENDUM NUMBER TWO

    THIS AGREEMENT is made as of the 13th day of September, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PFPC INC., formerly known as "Provident Financial Processing Corporation," a
Delaware corporation, ("PFPC").

                               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 ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act"); and

     WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated 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 existing portfolios
of the Fund, and has agreed to provide such services to four (4) new portfolios
of the Fund, designated as Tax-Managed U.S. 5-10 Value Portfolio X, Tax-Managed
U.S. 6-10 Small Company Portfolio X, Tax-Managed DFA International Value
Portfolio X and Tax-Managed U.S. Marketwide Value Portfolio X which are listed
on Schedule B, attached hereto; and

     WHEREAS, Paragraph 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 Agreement is hereby amended to provide that all those portfolios
set forth on "Schedule B, Amended and Restated September 13, 1999," which is
attached hereto, shall be "Portfolios" under the Agreement.

     2.   The fee schedules of PFPC applicable to the Portfolios shall be as
agreed to in writing, from time to time.

     3.   In all other respects, the Agreement shall remain unchanged and in
full force and effect.

     4.   This Addendum may be executed in two or more counterparts, each of

<PAGE>

which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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:
                            ------------------------------
                                   Catherine L. Newell
                                   Vice President


                         PFPC INC.

                         By:
                            ------------------------------
                                   Joseph Gramlich
                                   Senior Vice President

<PAGE>

                                                           AMENDED AND RESTATED
                                                              SEPTEMBER 13, 1999


                                     SCHEDULE B

                                   PORTFOLIOS OF

                        DFA INVESTMENT DIMENSIONS GROUP INC.


                         U.S. 6-10 SMALL COMPANY PORTFOLIO
                           U.S. LARGE COMPANY PORTFOLIO
                             U.S. 6-10 VALUE PORTFOLIO
                          U.S. LARGE CAP VALUE PORTFOLIO
                       ENHANCED U.S. LARGE COMPANY PORTFOLIO
                         U.S. 9-10 SMALL COMPANY PORTFOLIO
                             U.S. 4-10 VALUE PORTFOLIO
                RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
                            EMERGING MARKETS PORTFOLIO
                         JAPANESE SMALL COMPANY PORTFOLIO
                      UNITED KINGDOM SMALL COMPANY PORTFOLIO
                        CONTINENTAL SMALL COMPANY PORTFOLIO
                        PACIFIC RIM SMALL COMPANY PORTFOLIO
                        DFA ONE YEAR FIXED INCOME PORTFOLIO
                    DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
                         EMERGING MARKETS VALUE PORTFOLIO
                       DFA REAL ESTATE SECURITIES PORTFOLIO
                    DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
                         LARGE CAP INTERNATIONAL PORTFOLIO
                         DFA GLOBAL FIXED INCOME PORTFOLIO
                DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
                        DFA FIVE-YEAR GOVERNMENT PORTFOLIO
                             VA SMALL VALUE PORTFOLIO
                             VA LARGE VALUE PORTFOLIO
                         VA INTERNATIONAL VALUE PORTFOLIO
                         VA INTERNATIONAL SMALL PORTFOLIO
                           VA SHORT-TERM FIXED PORTFOLIO
                             VA GLOBAL BOND PORTFOLIO
                       INTERNATIONAL SMALL COMPANY PORTFOLIO
                       EMERGING MARKETS SMALL CAP PORTFOLIO
                   DFA TWO YEAR CORPORATE FIXED INCOME PORTFOLIO
                         DFA TWO YEAR GOVERNMENT PORTFOLIO
                       TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO
                   TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO
<PAGE>

                   TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
                    TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
                      TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X
                  TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X
                  TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X
                   TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO X


<PAGE>
                        DFA INVESTMENT DIMENSIONS GROUP INC.
                   TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO X

                              ADMINISTRATION AGREEMENT

     THIS AGREEMENT made this 13th day of September, 1999, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on behalf
of the:

                   TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO X


(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 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:

<PAGE>

                    (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 with respect to 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.

     4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be rendered by
the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio.  If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.

     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 with respect to 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

<PAGE>

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.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the 13th day of September, 1999.


DIMENSIONAL FUND                        DFA INVESTMENT DIMENSIONS
ADVISORS INC.                           GROUP INC.


By:                                     By:
   ---------------------------             ---------------------------
     David G. Booth                          Catherine L. Newell
     Chief Executive Officer                 Vice President


<PAGE>

                 CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 55 (File No. 2-73948) under the Securities Act of 1933 and Post-Effective
Amendment No. 56 (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 U.S. Large Company Portfolio, Enhanced U.S. Large
Company Portfolio, U.S. Large Cap Value Portfolio, U.S. 6-10 Value Portfolio,
U.S. 6-10 Small Company Portfolio, U.S. 9-10 Small Company Portfolio, DFA
Real Estate Securities Portfolio, Large Cap International Portfolio, DFA
International Value Portfolio, International Small Company Portfolio,
Japanese Small Company Portfolio, Pacific Rim Small Company Portfolio, United
Kingdom Small Company Portfolio, Continental Small Company Portfolio, DFA
International Small Cap Value Portfolio, Emerging Markets Portfolio, Emerging
Markets Value Portfolio, Emerging Markets Small Cap Portfolio, DFA One-Year
Fixed Income Portfolio, DFA Two-Year Global Fixed Income Portfolio, DFA
Five-Year Government Portfolio, DFA Five-Year Global Fixed Income Portfolio,
DFA Intermediate Government Fixed Income Portfolio, collectively, the
Portfolios, dated January 15, 1999 on our audits of the financial statements
and financial highlights of the Portfolios of the DFA Investment Dimensions
Group, Inc., the DFA Investment Trust Company and Dimensional Emerging
Markets Fund, Inc. as of November 30, 1998 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.


PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania

September 10, 1999




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