<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. 54 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 55 [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).
..... on (date) pursuant to paragraph (b)
..... 60 days after filing pursuant to paragraph (a)(1)
..... on (date) pursuant to paragraph (a)(1)
..X 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......................................................................... 7
RISK AND RETURN BAR CHARTS AND TABLES............................................... 8
FEES AND EXPENSES..................................................................... 14
SECURITIES LENDING REVENUE............................................................ 18
HIGHLIGHTS............................................................................ 18
U.S. LARGE COMPANY PORTFOLIO.......................................................... 20
ENHANCED U.S. LARGE COMPANY PORTFOLIO................................................. 20
STANDARD & POOR'S--INFORMATION AND DISCLAIMERS........................................ 21
U.S. VALUE PORTFOLIOS................................................................. 22
U.S. TAX-MANAGED VALUE PORTFOLIOS..................................................... 23
U.S. SMALL COMPANY PORTFOLIOS......................................................... 24
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO AND PORTFOLIO X......................... 25
DFA REAL ESTATE SECURITIES PORTFOLIO.................................................. 26
INTERNATIONAL PORTFOLIOS--COUNTRIES................................................... 28
LARGE CAP INTERNATIONAL PORTFOLIO................................................... 30
DFA INTERNATIONAL VALUE PORTFOLIO................................................... 30
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO AND PORTFOLIO X....................... 31
INTERNATIONAL SMALL COMPANY PORTFOLIOS.............................................. 32
SMALL COMPANY MASTER FUNDS.......................................................... 35
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO......................................... 36
EMERGING MARKETS PORTFOLIOS, EMERGING MARKETS VALUE PORTFOLIO AND EMERGING MARKETS
SMALL CAP PORTFOLIO................................................................. 37
FIXED INCOME PORTFOLIOS............................................................... 39
TAX MANAGEMENT STRATEGIES............................................................. 43
PORTFOLIO TURNOVER.................................................................... 45
PORTFOLIO TRANSACTIONS--ALL PORTFOLIOS................................................ 45
SECURITIES LOANS...................................................................... 45
DEVIATION FROM MARKET CAPITALIZATION WEIGHTING........................................ 46
MANAGEMENT OF THE FUNDS............................................................... 46
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES...................................... 48
PURCHASE OF SHARES.................................................................... 49
VALUATION OF SHARES................................................................... 51
EXCHANGE OF SHARES.................................................................... 53
REDEMPTION OF SHARES.................................................................. 54
THE FEEDER PORTFOLIOS................................................................. 55
FINANCIAL HIGHLIGHTS.................................................................. 56
SERVICE PROVIDERS..................................................................... 77
</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 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.
Only the Tax-Managed Portfolios employ the Advisor's tax management
strategies.
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.
"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>
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 PORTFOLIO -- Purchases small company
stocks using a market cap weighted approach.
- EACH OTHER PORTFOLIO -- Buy a Master Fund that does so.
- - HOW THE PORTFOLIOS DIFFER:
The Master Funds in which U.S. 6-10 Small Company Portfolios and the
Tax-Managed U.S. 6-10 Small Company Portfolio X invest and the Tax-Managed
U.S. 6-10 Small Company Portfolio 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.
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.
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 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
4
<PAGE>
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 PORTFOLIO -- Purchases value stocks of
large non-U.S. companies on a market capitalization weighted basis in each
applicable country.
- DFA INTERNATIONAL VALUE PORTFOLIO AND TAX-MANAGED DFA INTERNATIONAL VALUE
PORTFOLIO X -- Buy a Master Fund that does so.
- - HOW THE PORTFOLIOS DIFFER:
Only Tax-Managed DFA International Value Portfolios employ the Advisor's tax
management strategies.
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.
5
<PAGE>
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.
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.
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.
6
<PAGE>
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.
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
7
<PAGE>
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.
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. 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.
[FIGURES FOR YEAR-TO-DATE PERFORMANCE AS OF JUNE 30, 1999 WILL BE INCLUDED IN
485(b) FILING PRIOR TO EFFECTIVE DATE.]
8
<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-December 1998
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
__%.
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-December 1998
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
__%.
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-December 1998
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
__%.
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-December 1998
Highest Quarter Lowest Quarter
18.15 (7/97-9/97) -22.30 (7/98-9/98)
Year-to-date return as of June 30, 1999 was
__%.
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>
9
<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-December 1998
Highest Quarter Lowest Quarter
18.29 (7/97-9/97) -22.09 (7/98-9/98)
Year-to-date return as of June 30, 1999 was
__%.
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 13.10
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-December 1998
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
__%.
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-December 1998
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
__%.
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 5.30
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
__%.
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 9.20 9.06
</TABLE>
10
<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-December 1998
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 __%.
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-December 1998
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 __%.
Periods ending December 31, 1998
One Since 10/96
Annualized Returns (%) Year Inception
International Small Company Portfolio 8.2 -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-December 1998
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 __%.
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-December 1998
Highest Quarter Lowest Quarter
34.24 (10/93-12/93) -38.67 (10/97-12/97)
Year-to-date return as of June 30, 1999 was __%.
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>
11
<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-December 1998
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 __%.
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-December 1998
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 __%.
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-December 1997
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 __%.
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-December 1998
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 __%.
Periods ending December 31, 1998 One Since 7/89
Annualized Returns (%) Year Inception
Emerging Markets Portfolio -9.44 -2.81
MSCI Emerging Markets Free Index -27.52 -9.59
</TABLE>
12
<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-December 1998
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 __%.
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-December 1998
Highest Quarter Lowest Quarter
2.40 (7/96-9/96) 1.05 (1/97-3/97)
Year-to-date return as of June 30, 1999 was __%.
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-December 1998
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 __%.
Periods ending December 31, 1998
One Five Ten
Annualized Returns (%) Year Year Years
DFA Five-Year Government Portfolio 5.43 4.88 7.44
Lehman Intermediate Government Index 8.47 6.45 8.34
DFA 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-December 1998
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 __%.
Periods ending December 31, 1998
One Five Since 12/90
Annualized Returns (%) Year Year Inception
DFA Global Fixed Income Portfolio 8.37 7.62 8.58
Lehman Intermediate
Government/Corporate Index 8.42 6.54 7.98
</TABLE>
13
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DFA INTERMEDIATE
GOVERNMENT FIXED
<S> <C> <C> <C>
INCOME PORTFOLIO
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-December 1998
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
__%.
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>
14
<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)........................................................ 0.50% 0.13% 0.63%
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(3)(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(3)(6).................................. 0.50% 0.45% 0.95%
International Small Company(8)............................................... 0.50% 0.23% 0.73%
Japanese Small Company(3)(7)................................................. 0.50% 0.24% 0.74%
Pacific Rim Small Company(3)(7).............................................. 0.50% 0.34% 0.84%
United Kingdom Small Company(3)(7)........................................... 0.50% 0.22% 0.72%
Continental Small Company(3)(7).............................................. 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)(9)................................................. 0.50% 1.46% 1.96%
Emerging Markets Small Cap(3)(9)............................................. 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(10)................................. 0.10% 0.09% 0.19%
</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
15
<PAGE>
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.
(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%.
(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) 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 any portion of its
fee pursuant to such agreement.
(8) With respect to International Small Company Portfolio, the amount set forth
under "Management Fee" reflects 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) 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.
(10) 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 waivers and expense assumptions, the annual expenses are
those expenses incurred in any period consisting of twelve consecutive 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.
16
<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.............................................................. 64 202 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...................................................... 54 170 296 665
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.
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
17
<PAGE>
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
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
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO/MASTER FUND YEARLY SEMI-ANNUALLY QUARTERLY MONTHLY
- ---------------------------------------------------------------------- ------- -------------- ---------- --------
<S> <C> <C> <C> <C>
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 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.")
19
<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
20
<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
21
<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
22
<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
23
<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.
24
<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 Tax-Managed U.S. 6-10 Small Company Portfolio X will
pursue its investment objective by investing all of its assets in the
Tax-Managed U.S. 6-10 Small Company Series X of the Trust, which has the same
investment objective and policies. 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 Series 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 Series 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 Portfolio and
Series, 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 Series X will invest
in a broad and diverse group of small U.S. companies having readily marketable
securities. The Portfolio and Series will purchase common stocks of companies
whose shares are listed on the NYSE, AMEX or traded OTC. The Portfolio and
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 such Portfolio or Series. 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 Portfolio and Series may purchase may
purchase common stocks of small U.S. companies which are listed on other U.S.
securities exchanges. In addition, the Portfolio and Series are authorized to
invest in privately placed convertible debentures. Such investments are
considered illiquid and the value thereof together
25
<PAGE>
with the value of all other illiquid investments may not exceed 15% of the value
of each Portfolio's or Series' net assets at the time of purchase.
PORTFOLIO CONSTRUCTION
The Tax-Managed U.S. 6-10 Small Company Portfolio and Series 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 Series 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 Series 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
26
<PAGE>
eligible for investment. It is the intention of the Portfolio to purchase a
portion of the equity securities of all of these companies on a market
capitalization weighted basis.
The Portfolio will be structured by generally basing the amount of each
security purchased on the issuer's relative market capitalization in relation to
other eligible issuers in the real estate industry. However, even though a
company's stock may meet the applicable criteria described above, it will not be
purchased by the Portfolio if, at the time of purchase, in the judgment of the
Advisor, the issuer is in extreme financial difficulty or is involved in a
merger or consolidation or is the subject of an acquisition which could result
in the company no longer being considered principally engaged in the real estate
business.
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.
27
<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 SERIES COMPANY COMPANY COMPANY COMPANY VALUE
COUNTRIES 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>
28
<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
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 Series 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 of capital that is repatriated.
Currently, principal amounts 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 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
29
<PAGE>
is closely monitoring developments in Malaysia, and will continue to manage the
Malaysian investments in the best interests of investors.
As of June 7, 1999, Malaysian securities constituted approximately the
following percentages of the net asset value of the designated Master Funds and
Portfolios: Pacific Rim Series, 26.60%; International Small Company Portfolio,
5.51%; Emerging Markets Value Portfolio, 10.14%; Emerging Markets Small Cap
Series, 9.23%; and Emerging Markets Series, 8.18%. 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 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
30
<PAGE>
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.) The Tax-Managed International Value Portfolio X
will pursue its investment objective by investing all of its assets in the
Tax-Managed DFA International Value Series X (the "Tax-Managed International
Value Series") of the Trust, which has the same investment objective and
policies. However, unlike the DFA International Value Series, the Tax-Managed
International Value Portfolio and Series X employ tax management strategies. In
addition, the investment policies of the Tax-Managed International Value
Portfolio and Series 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 Series 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.
31
<PAGE>
Further, in order to enable the Tax-Managed International Value Portfolio
and Series X to pursue certain tax management strategies described under "Tax
Management Strategies," each of them intends to 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 Series 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 Series 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>
32
<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
33
<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
34
<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 Series 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,
35
<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.
36
<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.
37
<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.
38
<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").
39
<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.
40
<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.
41
<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.
42
<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, Tax-Managed U.S. 6-10 Small Company Series X, the
Tax-Managed International Value Portfolios and Tax-Managed International Value
Series X (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.
43
<PAGE>
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 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 two 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
44
<PAGE>
year; there will be no capital gains distributions in years when a Tax-Managed
Portfolio or Series realizes a 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.
45
<PAGE>
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 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
46
<PAGE>
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."
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 $28 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.
47
<PAGE>
CONSULTING SERVICES--LARGE CAP INTERNATIONAL PORTFOLIO, DFA INTERNATIONAL VALUE
SERIES, TAX-MANAGED INTERNATIONAL VALUE PORTFOLIO AND SERIES 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 Series 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 PFPC, 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.
48
<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
49
<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.
50
<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 Series 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
Series 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 Series 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
51
<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.
52
<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,
53
<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.
54
<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.
55
<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
56
<PAGE>
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.
[SIX MONTH PERIOD WILL BE INCLUDED IN 485(b) FILING PRIOR TO EFFECTIVE
DATE.]
57
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE ENHANCED U.S.
THE U.S. LARGE COMPANY PORTFOLIO LARGE COMPANY PORTFOLIO
------------------------------------------------------------ ----------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR JULY 3
ENDED ENDED ENDED ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994 1998 1997 1996
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period..................... $ 28.48 $ 22.73 $ 18.12 $ 13.58 $ 13.91 $ 13.61 $ 11.83 $ 10.00
-------- -------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income........ 0.43 0.42 0.41 0.35 0.37 0.63 0.54 0.12
Net Gains (Losses) on
Securities (Realized and
Unrealized)................ 6.20 5.89 4.52 4.57 (0.22 ) 2.15 2.40 1.71
-------- -------- -------- -------- -------- -------- -------- --------
Total From Investment
Operations................. 6.63 6.31 4.93 4.92 0.15 2.78 2.94 1.83
-------- -------- -------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income........ (0.43) (0.43) (0.31) (0.36 ) (0.37 ) (0.72 ) (0.55 ) --
Net Realized Gains........... (0.07) (0.13) (0.01) (0.02 ) (0.11 ) (1.40 ) (0.61 ) --
-------- -------- -------- -------- -------- -------- -------- --------
Total Distributions.......... (0.50) (0.56) (0.32) (0.38 ) (0.48 ) (2.12 ) (1.16 ) --
-------- -------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of
Period..................... $ 34.61 $ 28.48 $ 22.73 $ 18.12 $ 13.58 $ 14.27 $ 13.61 $ 11.83
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
Total Return................. 23.56% 28.26% 27.49% 36.54% 1.04% 23.73% 27.22% 18.30 %#
-------- -------- -------- -------- -------- -------- -------- --------
Net Assets, End of Period
(thousands)................ $549,962 $343,537 $187,757 $97,111 $48,638 $61,536 $47,642 $29,236
Ratio of Expenses to Average
Net Assets**............... 0.15%(a) 0.15%(a) 0.21%(a) 0.24%(a) 0.24%(a) 0.45%(b) 0.52%(b) 0.65%*
Ratio of Net Investment
Income to Average Net
Assets..................... 1.39%(a) 1.66%(a) 2.10%(a) 2.29%(a) 2.75%(a) 4.54%(b) 4.51%(b) 3.44%*
Portfolio Turnover Rate...... N/A N/A N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series......... 9.31% 4.28% 14.09% 2.38% 8.52% 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 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.
(b) 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.
58
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. LARGE CAP VALUE 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
---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 19.22 $ 15.98 $ 13.29 $ 9.91 $ 10.60
---------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.31 0.29 0.30 0.29 0.32
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... 1.83 3.60 2.62 3.55 (0.68)
---------- -------- -------- -------- --------
Total From Investment Operations.................. 2.14 3.89 2.92 3.84 (0.36)
---------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.31) (0.30) (0.23) (0.29) (0.33)
Net Realized Gains................................ (0.84) (0.35) -- (0.17) --
---------- -------- -------- -------- --------
Total Distributions............................... (1.15) (0.65) (0.23) (0.46) (0.33)
---------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 20.21 $ 19.22 $ 15.98 $ 13.29 $ 9.91
---------- -------- -------- -------- --------
---------- -------- -------- -------- --------
Total Return...................................... 11.69% 25.10% 22.20% 39.13% (3.27)%
---------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $1,080,470 $840,003 $541,149 $280,915 $197,566
Ratio of Expenses to Average Net Assets**......... 0.33% 0.35% 0.36% 0.42% 0.44%
Ratio of Net Investment Income to Average Net
Assets.......................................... 1.57% 1.70% 2.17% 2.49% 3.50%
Portfolio Turnover Rate........................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund Series..... 24.70% 17.71% 20.12% 29.41% 39.33%
</TABLE>
- ------------------------
** Represents the combined ratios for the respective portfolio and its
respective pro-rata share of its Master Fund Series.
59
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. 6-10 VALUE 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
---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 22.09 $ 17.00 $ 14.03 $ 11.13 $ 11.04
---------- ---------- ---------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.12 0.07 0.11 0.10 0.14
Net Gains (Losses) on Securities (Realized and
Unrealized)............................................... (2.10) 5.49 2.93 3.06 0.10
---------- ---------- ---------- -------- --------
Total From Investment Operations............................ (1.98) 5.56 3.04 3.16 0.24
---------- ---------- ---------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income....................................... (0.10) (0.11) (0.02) (0.10) (0.15)
Net Realized Gains.......................................... (0.92) (0.36) (0.05) (0.16) --
---------- ---------- ---------- -------- --------
Total Distributions......................................... (1.02) (0.47) (0.07) (0.26) (0.15)
---------- ---------- ---------- -------- --------
Net Asset Value, End of Period.............................. $ 19.09 $ 22.09 $ 17.00 $ 14.03 $ 11.13
---------- ---------- ---------- -------- --------
---------- ---------- ---------- -------- --------
Total Return................................................ (9.32)% 33.57% 21.70% 28.41% 2.19%
---------- ---------- ---------- -------- --------
Net Assets, End of Period (thousands)....................... $2,350,094 $2,098,654 $1,207,298 $609,950 $344,148
Ratio of Expenses to Average Net Assets**................... 0.58% 0.60% 0.61% 0.64% 0.66%
Ratio of Net Investment Income to Average Net Assets........ 0.57% 0.37% 0.78% 0.85% 1.69%
Portfolio Turnover Rate..................................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund Series............... 22.51% 25.47% 14.91% 20.62% 8.22%
</TABLE>
- ------------------------
** Represents the combined ratios for the portfolio and its respective pro-rata
share of its Master Fund Series.
60
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. 6-10 SMALL COMPANY PORTFOLIO
------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 16.89 $ 14.53 $ 12.64 $ 11.08 $ 11.43
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... 0.08 0.09 0.11 0.09 0.09
Net Gains (Losses) on Securities
(Realized and Unrealized)..................... (1.55) 3.42 2.20 2.81 (0.07)
-------- -------- -------- -------- --------
Total From Investment Operations.............. (1.47) 3.51 2.31 2.90 0.02
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income........................... (0.08) (0.12) (0.02) (0.14) (0.09)
Net Realized Gains.............................. (1.57) (1.03) (0.40) (1.20) (0.28)
-------- -------- -------- -------- --------
Total Distributions........................... (1.65) (1.15) (0.42) (1.34) (0.37)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 13.77 $ 16.89 $ 14.53 $ 12.64 $ 11.08
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return...................................... (9.27)% 26.12% 18.73% 28.75% 0.22%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $324,590 $337,992 $234,194 $186,644 $112,137
Ratio of Expenses to Average Net Assets........... 0.43%** 0.45%** 0.48%** 0.49%** 0.53%**
Ratio of Net Investment Income to Average Net
Assets........................................... 0.47% 0.48% 0.75% 0.83% 0.72%
Portfolio Turnover Rate........................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund Series..... 29.15% 30.04% 32.38% 21.16% 27.65%
</TABLE>
- ------------------------
** Represents the combined ratio for the portfolio and its pro-rata share of
its Master Fund Series.
*** Represents the combined ratio for the portfolio and its respective pro-rata
share of its Master Fund Series for the year ended November 30, 1998.
61
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE U.S. 9-10 SMALL COMPANY PORTFOLIO
-----------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 13.99 $ 12.14 $ 11.03 $ 8.49 $ 8.69
---------- ---------- ---------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... 0.02 0.03 0.03 0.05 0.01
Net Gains (Losses) on Securities
(Realized and Unrealized)..................... (1.44) 3.01 1.85 2.61 0.40
---------- ---------- ---------- -------- --------
Total From Investment Operations.............. (1.42) 3.04 1.88 2.66 0.41
---------- ---------- ---------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income........................... (0.03) (0.03) (0.01) (0.04) (0.03)
Net Realized Gains.............................. (1.89) (1.16) (0.76) (0.08) (0.58)
---------- ---------- ---------- -------- --------
Total Distributions........................... (1.92) (1.19) (0.77) (0.12) (0.61)
---------- ---------- ---------- -------- --------
Net Asset Value, End of Period.................... $ 10.65 $ 13.99 $ 12.14 $ 11.03 $ 8.49
---------- ---------- ---------- -------- --------
---------- ---------- ---------- -------- --------
Total Return...................................... (11.14)% 27.46% 18.05% 31.37% 5.06%
---------- ---------- ---------- -------- --------
Net Assets, End of Period (thousands)............. $1,338,510 $1,509,427 $1,181,804 $925,474 $659,221
Ratio of Expenses to Average Net Assets........... 0.59%*** 0.60% 0.61% 0.62% 0.65%
Ratio of Net Investment Income to Average Net
Assets........................................... 0.18% 0.21% 0.22% 0.45% 0.16%
Portfolio Turnover Rate........................... N/A 27.81% 23.68% 24.65% 16.56%
Portfolio Turnover Rate of Master Fund Series..... 26.44% N/A N/A N/A N/A
</TABLE>
- ------------------------
*** Represents the combined ratio for the portfolio and its respective pro-rata
share of its Master Fund Series for the year ended November 30, 1998.
62
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE DFA REAL ESTATE SECURITIES 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
---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 15.53 $ 12.65 $ 10.00 $ 9.28 $ 10.92
---------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................ 0.74 0.88 0.71 0.61 0.37
Net Gains (Losses) on Securities (Realized and
Unrealized)........................................ (2.52) 2.68 2.08 0.68 (1.65)
---------- --------- --------- --------- ---------
Total From Investment Operations................... (1.78) 3.56 2.79 1.29 (1.28)
---------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income................................ (0.75) (0.68) (0.14) (0.46) (0.28)
Net Realized Gains................................... -- -- -- -- --
Tax Return of Capital................................ -- -- -- (0.11) (0.08)
---------- --------- --------- --------- ---------
Total Distributions................................ (0.75) (0.68) (0.14) (0.57) (0.36)
---------- --------- --------- --------- ---------
Net Asset Value, End of Period......................... $ 13.00 $ 15.53 $ 12.65 $ 10.00 $ 9.28
---------- --------- --------- --------- ---------
---------- --------- --------- --------- ---------
Total Return........................................... (12.01)% 29.13% 28.24% 14.00% (11.76)%
---------- --------- --------- --------- ---------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands).................. $ 106,544 $ 95,072 $ 64,390 $ 43,435 $ 30,456
Ratio of Expenses to Average Net Assets................ 0.46% 0.48% 0.71% 0.82% 0.90%
Ratio of Net Investment Income to Average Net Assets... 5.95% 5.73% 7.08% 6.76% 3.90%
Portfolio Turnover Rate................................ 2.55% 30.73% 11.25% 0.66% 28.87%
</TABLE>
63
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE LARGE CAP INTERNATIONAL PORTFOLIO
------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 14.27 $ 14.18 $ 12.60 $ 11.91 $ 11.26
---------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................. 0.23 0.23 0.21 0.15 0.09
Net Gains or Losses on Securities (Both Realized and
Unrealized).......................................... 2.03 0.15 1.39 0.95 1.11
---------- --------- --------- --------- ---------
Total From Investment Operations....................... 2.26 0.38 1.60 1.10 1.20
---------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income.................................. (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.................................... (0.25) (0.29) (0.02) (0.41) (0.55)
---------- --------- --------- --------- ---------
Net Asset Value, End of Period......................... $ 16.28 $ 14.27 $ 14.18 $ 12.60 $ 11.91
---------- --------- --------- --------- ---------
---------- --------- --------- --------- ---------
Total Return........................................... 16.13% 2.80% 12.68% 9.37% 10.74%
---------- --------- --------- --------- ---------
Net Assets, End of Period (thousands).................. $ 114,593 $ 87,223 $ 79,322 $ 67,940 $ 55,635
Ratio of Expenses to Average Net Assets................ 0.47% 0.47% 0.58% 0.57% 0.66%
Ratio of Net Income to Average Net Assets.............. 1.63% 1.69% 1.57% 1.84% 1.18%
Portfolio Turnover Rate................................ 4.36% 2.31% 17.65% 24.44% 33.15%
</TABLE>
64
<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
--------------------------------------------------------
YEAR YEAR YEAR YEAR FEB. 16
ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 10.94 $ 11.90 $ 10.55 $ 10.06 $ 10.00
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.24 0.19 0.21 0.19 0.13
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... 1.08 (0.65) 1.31 0.51 0.06
-------- -------- -------- -------- --------
Total from Investment Operations.................. 1.32 (0.46) 1.52 0.70 0.19
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income (0.24) (0.21) (0.17) (0.19) (0.13)
Net Realized Gains................................ (0.14) (0.29) -- (0.02) --
-------- -------- -------- -------- --------
Total Distributions............................... (0.38) (0.50) (0.17) (0.21) (0.13)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 11.88 $ 10.94 $ 11.90 $ 10.55 $ 10.06
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return...................................... 12.29% (4.04)% 14.54% 6.95% 1.85%#
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............. $435,587 $370,117 $316,708 $245,243 $227,795
Ratio of Expenses to Average Net Assets (1)....... 0.53% 0.56% 0.56%(a) 0.65%*(a) 0.65%*(a)
Ratio of Net Investment Income to Average Net
Assets.......................................... 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
Portfolio Turnover Rate of Master Fund Series..... 15.41% 22.55% 12.23% 9.75% 1.90%*
<CAPTION>
THE INTERNATIONAL
SMALL COMPANY PORTFOLIO
--------------------------------
YEAR YEAR OCT. 1,
ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 7.82 $ 9.96 $ 10.00
-------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.15 0.10 0.01
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... (0.04) (2.22) (0.05)
-------- -------- --------
Total from Investment Operations.................. 0.11 (2.12) (0.04)
-------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income (0.11) (0.02) --
Net Realized Gains................................ -- -- --
-------- -------- --------
Total Distributions............................... (0.11) (0.02) --
-------- -------- --------
Net Asset Value, End of Period.................... $ 7.82 $ 7.82 $ 9.96
-------- -------- --------
-------- -------- --------
Total Return...................................... 1.49% (21.35)% (0.40)%#
-------- -------- --------
Net Assets, End of Period (thousands)............. $273,992 $230,469 $104,118
Ratio of Expenses to Average Net Assets (1)....... 0.73% 0.75% 0.70%*(b)
Ratio of Net Investment Income to Average Net
Assets.......................................... 1.62% 1.46% 0.54%*(b)
Portfolio Turnover Rate........................... 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) 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.
(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.
65
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
THE JAPANESE SMALL COMPANY PORTFOLIO
-----------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................................. $ 9.45 $ 21.03 $ 22.78 $ 25.06 $ 19.96
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................................. 0.07 0.09 0.07 0.06 0.05
Net Gains (Losses) on Securities (Realized and Unrealized)............ (0.31) (10.45) (1.45) (1.65) 5.76
-------- -------- -------- -------- --------
Total From Investment Operations...................................... (0.24) (10.36) (1.38) (1.59) 5.81
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income)................................................ (0.11) (0.06) (0.01) (0.06) (0.04)
Net Realized Gains.................................................... -- (1.16) (0.36) (0.63) (0.67)
-------- -------- -------- -------- --------
Total Distributions................................................... (0.11) (1.22) (0.37) (0.69) (0.71)
-------- -------- -------- -------- --------
Net Asset Value, End of Period........................................ $ 9.10 $ 9.45 $ 21.03 $ 22.78 $ 25.06
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return.......................................................... (2.37)% (51.90)% (6.28)% (6.54)% 29.59%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)................................. $119,714 $114,017 $294,120 $371,113 $330,674
Ratio of Expenses to Average Net Assets**............................. 0.74% 0.73% 0.72% 0.74% 0.76%
Ratio of Net Investment Income to Average Net Assets.................. 0.85% 0.50% 0.24% 0.25% 0.10%
Portfolio Turnover Rate............................................... N/A N/A 18.52%*(a) 7.79% 10.51%
Portfolio Turnover Rate of Master Fund Series......................... 8.14% 13.17% 1.67%*(b) N/A N/A
</TABLE>
- ------------------------
* 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.
*** Refer to the respective Master Fund Series.
(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.
66
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE PACIFIC RIM SMALL COMPANY PORTFOLIO
----------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............................. $ 9.52 $ 16.63 $ 14.38 $ 15.98 $ 16.45
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................................... 0.25 0.32 0.27 0.34 0.23
Net Gains (Losses) on Securities (Realized and Unrealized)..... (2.40) (6.22) 2.40 (1.33) 0.47
-------- -------- -------- -------- --------
Total From Investment Operations............................. (2.15) (5.90) 2.67 (0.99) 0.70
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income.......................................... (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.......................................... (0.82) (1.21) (0.42) (0.61) (1.17)
-------- -------- -------- -------- --------
Net Asset Value, End of Period................................... $ 6.55 $ 9.52 $ 16.63 $ 14.38 $ 15.98
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return..................................................... (23.98)% (38.07)% 19.06% (6.27)% 4.26%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............................ $ 89,330 $111,320 $215,542 $193,137 $212,953
Ratio of Expenses to Average Net Assets**........................ 0.84% 0.84% 0.84% 0.83% 0.95%
Ratio of Net Investment Income to Average Net Assets............. 3.51% 1.95% 1.70% 2.22% 1.47%
Portfolio Turnover Rate.......................................... N/A N/A 7.05%*(a) 5.95% 26.05%
Portfolio Turnover Rate of Master Fund Series.................... 25.84% 24.00% 8.04%*(b) N/A N/A
</TABLE>
- ------------------------
* Annualized
** Represents the combined ratios for the portfolio and its pro-rata share of
its Master Fund Series for the period ended November 30, 1996 and subsequent
periods.
(a) Portfolio turnover 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.
67
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
-----------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............................. $ 28.69 $ 28.47 $ 24.09 $ 23.20 $ 21.22
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)................................... 0.87 0.81 0.72 0.84 0.48
Net Gains (Losses) on Securities (Realized and Unrealized)..... (4.27) 1.46 5.31 1.12 2.03
-------- -------- -------- -------- --------
Total From Investment Operations............................. (3.40) 2.27 6.03 1.96 2.51
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income.......................................... (0.84) (0.73) (0.06) (0.76) (0.53)
Net Realized Gains............................................. (2.82) (1.32) (1.59) (0.31) --
-------- -------- -------- -------- --------
Total Distributions.......................................... (3.66) (2.05) (1.65) (1.07) (0.53)
-------- -------- -------- -------- --------
Net Asset Value, End of Period................................... $ 21.63 $ 28.69 $ 28.47 $ 24.09 $ 23.20
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return..................................................... (13.56)% 8.45% 26.76% 8.39% 11.85%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............................ $ 79,231 $130,891 $166,789 $167,730 $214,113
Ratio of Expenses to Average Net Assets**........................ 0.72% 0.70% 0.73% 0.72% 0.74%
Ratio of Net Investment Income to Average Net Assets............. 2.87% 2.40% 2.49% 2.51% 1.95%
Portfolio Turnover Rate.......................................... N/A N/A 3.72%*(a) 7.82% 10.75%
Portfolio Turnover Rate of Master Fund Series.................... 11.26% 4.26% 4.55%*(b) N/A N/A
</TABLE>
- ------------------------
* Annualized
** Represents the combined ratios for the portfolio and its pro-rata share of
its Master Fund Series for the period ended November 30, 1996 and subsequent
periods.
(a) Portfolio turnover 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 CONTINENTAL SMALL COMPANY 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
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............................. $ 15.94 $ 15.26 $ 14.13 $ 14.63 $ 12.62
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.......................................... 0.28 0.29 0.30 0.29 0.18
Net Gains (Losses) on Securities (Realized and Unrealized)..... 2.55 1.55 1.58 (0.48) 2.10
-------- -------- -------- -------- --------
Total From Investment Operations............................. 2.83 1.84 1.88 (0.19) 2.28
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income.......................................... (0.25) (0.29) (0.02) (0.29) (0.19)
Net Realized Gains............................................. (1.10) (0.87) (0.73) (0.02) (0.07)
Tax Return of Capital.......................................... -- -- -- -- (0.01)
-------- -------- -------- -------- --------
Total Distributions.......................................... (1.35) (1.16) (0.75) (0.31) (0.27)
-------- -------- -------- -------- --------
Net Asset Value, End of Period................................... $ 17.42 $ 15.94 $ 15.26 $ 14.13 $ 14.63
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return..................................................... 19.42% 13.02% 13.96% (1.33)% 18.19%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)............................ $199,838 $232,744 $299,325 $314,116 $340,992
Ratio of Expenses to Average Net Assets**........................ 0.70% 0.72% 0.73% 0.74% 0.77%
Ratio of Net Investment Income to Average Net Assets............. 1.32% 1.41% 1.81% 1.69% 1.21%
Portfolio Turnover Rate.......................................... N/A N/A 3.67%*(a) 9.79% 10.22%
Portfolio Turnover Rate of Master Fund Series.................... 0.74% 3.46% 6.69%*(b) N/A N/A
</TABLE>
- ------------------------
* 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.
69
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
THE DFA INTERNATIONAL
SMALL CAP VALUE PORTFOLIO
-------------------------------------------
YEAR YEAR YEAR DEC. 30,
ENDED ENDED ENDED 1994 TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 7.95 $ 10.45 $ 9.68 $ 10.00
-------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................ 0.15 0.12 0.11 0.05
Net Gains (Losses) on Securities (Realized
and Unrealized)............................ (0.16) (2.19) 0.66 (0.32)
-------- -------- -------- --------
Total From Investment Operations............. (0.01) (2.07) 0.77 (0.27)
-------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income........................ (0.12) (0.13) -- (0.04)
Net Realized Gains........................... (0.28) (0.30) -- (0.01)
Tax Return of Capital........................ -- -- -- --
-------- -------- -------- --------
Total Distributions.......................... (0.40) (0.43) -- (0.05)
-------- -------- -------- --------
Net Asset Value, End of Period............... $ 7.54 $ 7.95 $ 10.45 $ 9.68
-------- -------- -------- --------
-------- -------- -------- --------
Total Return................................. 0.17% (20.60)% 8.01% (2.73)%#
-------- -------- -------- --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)........ $450,801 $431,257 $375,488 $147,125
Ratio of Expenses to Average Net Assets**.... 0.86% 0.90% 0.99% 1.23%*
Ratio of Net Investment Income to Average Net
Assets..................................... 1.85% 1.47% 1.38% 1.43%*
Portfolio Turnover Rate...................... 18.71% 13.63% 14.52% 1.62%*
Portfolio Turnover Rate of Master Fund
Series..................................... 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.
70
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
FINANCIAL HIGHLIGHTS
-------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
EMERGING EMERGING
MARKETS MARKETS
VALUE SMALL CAP
THE EMERGING MARKETS PORTFOLIO PORTFOLIO PORTFOLIO
---------------------------------------------------------- --------- ---------
YEAR YEAR YEAR YEAR YEAR MARCH 5
ENDED ENDED ENDED ENDED APRIL 25 ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, TO NOV. NOV. 30, NOV. 30,
1998 1997 1996 1995 30, 1994 1998 1998
-------- -------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $ 9.61 $ 11.71 $ 10.35 $ 11.30 $ 10.00 $ 10.00 $10.00
-------- -------- -------- -------- --------- --------- ---------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income......... 0.13 0.12 0.09 0.06 (0.02) 0.06 (0.01)
Net Gains (Losses) on
Securities (Realized and
Unrealized)................. (1.32) (2.13) 1.27 (0.96) 1.32 (1.69) (0.90)
-------- -------- -------- -------- --------- --------- ---------
Total From Investment
Operations.................. (1.19) (2.01) 1.36 (0.90) 1.30 (1.63) (0.91)
-------- -------- -------- -------- --------- --------- ---------
LESS DISTRIBUTIONS
Net Investment Income......... (0.26) (0.09) -- (0.05) -- -- --
Net Realized Gains............ -- -- -- -- -- -- --
-------- -------- -------- -------- --------- --------- ---------
Total Distributions........... (0.26) (0.09) -- (0.05) -- -- --
-------- -------- -------- -------- --------- --------- ---------
Net Asset Value, End of
Period...................... $ 8.16 $ 9.61 $ 11.71 $ 10.35 $ 11.30 $ 8.37 $ 9.09
-------- -------- -------- -------- --------- --------- ---------
-------- -------- -------- -------- --------- --------- ---------
Total Return.................. (12.57)% (17.27)% 13.18% (7.96)% 13.00%# (16.30)%# (9.10)%#
-------- -------- -------- -------- --------- --------- ---------
Net Assets, End of Period
(thousands)................. $225,227 $212,048 $162,025 $ 49,337 $15,731 $ 10,969 $5,021
Ratio of Expenses to Average
Net Assets**................ 1.00% 0.99% 1.15% 1.58% 2.43%* 1.96%*(a) 2.36%*(a)
Ratio of Net Income to Average
Net Assets.................. 1.19% 1.19% 1.14% 0.98% (0.44)%* 3.24%*(a) (0.29)%*(a)
Portfolio Turnover Rate....... N/A N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series.......... 9.76% 0.54% 0.37% 8.17% 1.28%* 34.84%(b) 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.
71
<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)
----------------------------------------------------
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
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.23 $ 10.24 $ 10.21 $ 10.05 $ 10.28
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................... 0.57 0.59 0.56 0.60 0.46
Net Gain (Losses) on Securities
(Realized and Unrealized)............. -- (0.01) 0.03 0.17 (0.21)
-------- -------- -------- -------- --------
Total From Investment Operations........ 0.57 0.58 0.59 0.77 0.25
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income................... (0.57) (0.59) (0.56) (0.60) (0.46)
Net Realized Gain....................... (0.01) -- -- (0.01) (0.02)
-------- -------- -------- -------- --------
Total Distributions..................... (0.58) (0.59) (0.56) (0.61) (0.48)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.......... $ 10.22 $ 10.23 $ 10.24 $ 10.21 $ 10.05
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return............................ 5.74% 5.84% 5.94% 7.80% 2.48%
-------- -------- -------- -------- --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)... $752,510 $752,237 $854,521 $704,950 $592,226
Ratio of Expenses to Average Net
Assets**.............................. 0.21% 0.22% 0.21% 0.20% 0.21%
Ratio of Net Income to Average Net
Assets................................ 5.51% 5.79% 5.39% 5.86% 4.47%
Portfolio Turnover Rate................. N/A N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series................................ 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.
72
<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
-----------------------------------
YEAR YEAR FEB. 9
ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period.... $ 10.40 $ 10.37 $ 10.00
-------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................... 0.61 0.69 0.24
Net Gains (Losses) on Securities
(Realized and Unrealized)............. 0.01 (0.12) 0.35
-------- -------- --------
Total From Investment Operations........ 0.62 0.57 0.59
-------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income................... (0.79) (0.53) (0.22)
Net Realized Gain....................... (0.02) (0.01) --
-------- -------- --------
Total Distributions..................... (0.81) (0.54) (0.22)
-------- -------- --------
Net Asset Value, End of Period.......... $ 10.21 $ 10.40 $ 10.37
-------- -------- --------
-------- -------- --------
Total Return............................ 6.39% 5.66% 6.01%#
-------- -------- --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)... $440,885 $418,905 $319,343
Ratio of Expenses to Average Net
Assets**.............................. 0.29% 0.34% 0.33%#
Ratio of Net Income to Average Net
Assets................................ 5.90% 6.70% 3.10%#
Portfolio Turnover Rate................. N/A N/A N/A
Portfolio Turnover Rate of Master Fund
Series................................ 112.93% 119.27% 87.07%
</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.
73
<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
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 10.36 $ 10.42 $ 10.05 $ 9.75 $ 10.55
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.54 0.59 0.65 0.59 0.48
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... 0.01 (0.06) 0.09 0.30 (0.80)
---------- ---------- ---------- ---------- ----------
Total From Investment Operations.................. 0.55 0.53 0.74 0.89 (0.32)
---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.56) (0.59) (0.37) (0.59) (0.48)
Net Realized Gains................................ -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total Distributions............................... (0.56) (0.59) (0.37) (0.59) (0.48)
---------- ---------- ---------- ---------- ----------
Net Asset Value, End of Period.................... $ 10.35 $ 10.36 $ 10.42 $ 10.05 $ 9.75
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Total Return...................................... 5.50% 5.39% 7.51% 9.35% (3.13)%
---------- ---------- ---------- ---------- ----------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)............. $ 210,986 $ 204,377 $ 174,386 $ 300,921 $ 235,554
Ratio of Expenses to Average Net Assets........... 0.29% 0.29% 0.30% 0.28% 0.31%
Ratio of Net Income to Average Net Assets......... 5.18% 5.95% 5.63% 6.14% 5.08%
Portfolio Turnover Rate........................... 6.93% 27.78% 211.97% 398.09% 52.39%
</TABLE>
- ------------------------
Restated to reflect a 900% stock dividend as of January 2, 1996.
74
<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
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 10.88 $ 11.04 $ 10.51 $ 9.81 $ 10.56
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.45 0.48 0.50 0.39 0.35
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... 0.42 0.33 0.61 1.08 (0.65)
---------- ---------- ---------- ---------- ----------
Total From Investment Operations.................. 0.87 0.81 1.11 1.47 (0.30)
---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Net Investment Income............................. (1.04) (0.88) (0.58) (0.77) (0.44)
Net Realized Gains................................ (0.06) (0.09) -- -- (0.01)
Total Distributions............................... (1.10) (0.97) (0.58) (0.77) (0.45)
---------- ---------- ---------- ---------- ----------
Net Asset Value, End of Period.................... $ 10.65 $ 10.88 $ 11.04 $ 10.51 $ 9.81
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Total Return...................................... 8.78% 7.87% 11.13% 15.23% (2.91)%
---------- ---------- ---------- ---------- ----------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)............. $ 371,619 $ 250,078 $ 165,772 $ 208,166 $ 135,529
Ratio of Expenses to Average Net Assets........... 0.41% 0.42% 0.46% 0.46% 0.49%
Ratio of Net Investment Income to Average Net
Assets.......................................... 3.87% 4.50% 4.88% 5.80% 5.75%
Portfolio Turnover Rate........................... 74.36% 95.12% 97.78% 130.41% 113.55%
</TABLE>
- ------------------------
Restated to reflect a 900% stock dividend as of January 2, 1996.
75
<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
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.............. $ 11.28 $ 11.22 $ 11.24 $ 10.22 $ 11.59
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................. 0.61 0.66 0.65 0.70 0.69
Net Gains (Losses) on Securities (Realized and
Unrealized)..................................... 0.59 0.06 (0.13) 1.11 (1.22)
-------- -------- -------- -------- --------
Total From Investment Operations.................. 1.20 0.72 0.52 1.81 (0.53)
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income............................. (0.65) (0.66) (0.50) (0.70) (0.68)
Net Realized Gains................................ (0.05) -- (0.04) (0.09) (0.16)
Total Distributions............................... (0.70) (0.66) (0.54) (0.79) (0.84)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.................... $ 11.78 $ 11.28 $ 11.22 $ 11.24 $ 10.22
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return...................................... 11.07% 6.75% 4.98% 18.04% (4.72)%
-------- -------- -------- -------- --------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands)............. $239,035 $136,555 $107,944 $ 78,087 $ 60,827
Ratio of Expenses to Average Net Assets........... 0.24% 0.25% 0.26% 0.27% 0.29%
Ratio of Net Investment Income to Average Net
Assets.......................................... 5.77% 6.20% 6.22% 6.44% 6.45%
Portfolio Turnover Rate........................... 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.
76
<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>
77
<PAGE>
OTHER AVAILABLE INFORMATION
You can find more information about the Funds and their Portfolios in the Funds'
Statement of Additional Information ("SAI") and Annual and Semi-Annual Reports.
STATEMENT OF ADDITIONAL INFORMATION. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. These reports focus on
Portfolio holdings and performance. The Annual Report also discusses the market
conditions and investment strategies that significantly affected the Portfolios
in their last fiscal year.
REQUEST FREE COPIES FROM:
- - Your investment advisor -- you are a client of an investment advisor who has
invested in the Portfolios on your behalf.
- - The Fund -- you represent an institutional investor, registered investment
advisor or other qualifying investor. Call collect at (310) 395-8005.
- - Access them on the SEC's Internet site--http://www.sec.gov.
- - Review and copy them at the SEC's Public Reference Room in Washington D.C.
- - Request copies from the Public Reference Section of the SEC, Washington, D.C.
20549 (you will be charged a copying fee).
DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005
DIMENSIONAL INVESTMENT GROUP INC. (DFA INTERNATIONAL VALUE
PORTFOLIO)--REGISTRATION NO. 811-6067
DFA INVESTMENT DIMENSIONS GROUP INC. (ALL OTHER PORTFOLIOS)--REGISTRATION NO.
811-3258
78
<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 (FEEDER)
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 (FEEDER) 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,
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 Portfolios 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 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 Series 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 and First
Prairie Funds (registered investment companies). Director, DFA Investment
Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional
Emerging Markets Value Fund Inc. and Harbor Investment Advisors. Executive
Vice President, Lexecon Inc. (economics, law, strategy and finance
consulting).
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 Emerging Markets Value Fund Inc. Consultant, Arbor Investors.
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.
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.
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
(for all entities other than Dimensional Fund Advisors Ltd.), Santa Monica,
CA. Associate, Morrison & Foerster, LLP from 1989 to 1996.
David Plecha, (10/26/61), Vice President, Santa Monica, CA.
George Sands, (2/8/56), Vice President, Santa Monica, CA.
Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.
Jeanne C. Sinquefield, Ph.D., # (12/2/46), Executive Vice President,
Santa Monica, CA.
Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.
Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. Director
of Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.
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 Portfolio................................ 0.125%(a)
Enhanced U.S. Large Company Portfolio....................... 0.15%(b)
U.S. Large Cap Value........................................ 0.15%
U.S. 4-10 Value............................................. 0.40%
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%
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:
[Principal Holders as of August 31, 1999 will be included in the 485(b)
filing prior to the effective date.]
THE U.S. LARGE COMPANY PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
101 Montgomery Street
San Francisco, CA 94104
Donaldson Lufkin & Jenrette Securities Corp.* %
P.O. Box 2052
Jersey City, NJ 07303
ENHANCED U.S. LARGE COMPANY PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
23
<PAGE>
Misericordia Home Endowment
6300 N. Drive Avenue
Chicago, IL 60660 %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
U.S. LARGE CAP VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
FTC & Co.*
P.O. Box 173736
Denver, CO 80217 %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
Schroder & Co., Inc.*
34 Exchange Place
Jersey City, NJ 07311 %
U.S. 4-10 VALUE PORTFOLIO
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 %
TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Blue Shield of California
50 Beale Street
San Francisco, CA 94105 %
U.S. 6-10 VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Mac & Co.*
P.O. Box 320
Pittsburgh, PA 15230 %
Deluxe Corporation
3680 Victoria Street North
Shoreview, MN 55126 %
24
<PAGE>
THE U.S. 6-10 SMALL COMPANY PORTFOLIO
McKinsey & Company Master Retirement Trust
55 E. 52nd Street
New York, NY 10055 %
Charles Schwab & Company, Inc.*(1) %
Salvation Army-ETHQ
440 W. Nyack Road
West Nyack, NY 10994 9.89%
Northern Telecom Inc.
Bankers Trust Co., Trustee
34 Exchange Place
Jersey City, NJ 07302 %
Cuna Individual Account Master Plan
P.O. Box 2978
Madison, WI 53701 %
Salvation Army Central Territory
10 W. Algonquin Road
Des Plaines, IL 60016 %
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
FTC & Co.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.* (1) %
THE U.S. 9-10 SMALL COMPANY PORTFOLIO
Charles Schwab & Company, Inc.* (1) %
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710 %
National Electrical Benefit Fund
25
<PAGE>
1125 15th Street NW
Washington, DC 20005 %
PepsiCo Inc. Master Trust
The Northern Trust Company Trustee
Chicago, IL 60675 %
DFA REAL ESTATE SECURITIES PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
National Financial Services Corp.*
P.O. Box 3908 Church Street Station
New York, NY 10008 %
THE LARGE CAP INTERNATIONAL PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.* %
DFA INTERNATIONAL VALUE PORTFOLIO
Charles Schwab & Co.*(1) %
Peoples Energy Corporation Pension Trust
130 E. Randolph Drive
Chicago, IL 60601 %
Donaldson, Lufkin & Jenrette Securities Corp.*(1) %
FTC & Co.*(1) %
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
Dimensional Fund Advisors Inc.(1) %
26
<PAGE>
INTERNATIONAL SMALL COMPANY PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
San Diego County Employees Retirement Association
1495 Pacific Highway
San Diego, CA 92101 %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
THE JAPANESE SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust
1155 Peachtree Street, N.E.
Atlanta, GA 30367 %
Charles Schwab & Company, Inc.*(1) %
PACIFIC RIM SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust(1) %
Charles Schwab & Company, Inc.*(1) %
THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust(1) %
Charles Schwab & Company, Inc.*(1) %
THE CONTINENTAL SMALL COMPANY PORTFOLIO
BellSouth Corporation Master Pension Trust(1) %
Charles Schwab & Company, Inc.*(1) %
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
BellSouth Corporation Master Pension Trust(1) %
EMERGING MARKETS PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
27
<PAGE>
California Institute of Technology
Mail Code 212-31
Pasadena, CA 91125 %
EMERGING MARKETS VALUE PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
EMERGING MARKETS SMALL CAP PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
Birmingham Water Works Board Pension Plan
National Bank of Commerce, Trustee
1927 First Avenue North
Birmingham, AL 35242 %
FTC & Co.*(1) %
THE DFA ONE-YEAR FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Peoples Energy Corporation Pension Trust(1) %
The McConnell Foundation
P.O. Box 492050
Redding, CA 96049 %
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
FTC & CO*
P.O. Box 173736
Denver, CO 80217 %
Trust Company of America*
P.O. Box 6503
Englewood, CO 80155 %
28
<PAGE>
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
THE DFA FIVE-YEAR GLOBAL FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.*(1) %
Donaldson Lufkin & Jenrette Securities Corp.*(1) %
THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
Charles Schwab & Company, Inc.*(1) 6%
_________________________________________________
* 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. 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.
29
<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
30
<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
31
<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 November 30, 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.
32
<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.
33
<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, Tax-Managed U.S. Small
Company Series X, Tax-Managed U.S. Marketwide Value Series X or Tax-Managed
DFA International 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.
34
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC. (54/55)
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.
C-1
<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:
* Tax-Managed U.S. 5-10 Value Portfolio;
* Tax-Managed U.S. 6-10 Small Company Portfolio;
C-2
<PAGE>
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.
(b) By-Laws.
By-Laws of the Registrant, as approved through September
2, 1997.
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.
(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,
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.
C-3
<PAGE>
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.
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
C-4
<PAGE>
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
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) Investment Advisory Agreement
between the Registrant and DFA dated
September 8, 1995 re:
the:
C-5
<PAGE>
* 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.
(13) Investment Advisory Agreement between the Registrant
and DFA dated December 7, 1998. re: the
C-6
<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
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) Form of Investment Advisory Agreement between the
Registrant and DFA dated September 13, 1999. re: the
* Tax-Managed U.S. 5-10 Value Portfolio X;
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b5.
(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:
* 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) Form of Consultant Services Agreement
C-7
<PAGE>
between DFA and DFA Australia
Ltd. (formerly DFA Australia Pty Limited)
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) Form of Consultant Services Agreement between
DFA and Dimensional Fund Advisors Ltd.,
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.
(e) Underwriting Contracts.
(1) Agreement between the Registrant and DFA Securities Inc.
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:
Filing: Post-Effective Amendment No. 37/38 to
Registration Statement of the Registrant on
form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.
C-8
<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.
(3) Form of Custodian Agreement between the Registrant and
PNC Bank, N.A. (formerly Provident National
Bank) 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
b) Form of Addendum No. 2
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.
C-9
<PAGE>
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) Form of Addendum Number Two 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) Form of Addendum Number Two
IS ELECTRONICALLY FILED
HEREWITH AS EXHIBIT
EX-99.b9.2.
(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.
C-10
<PAGE>
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:
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
C-11
<PAGE>
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
N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(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
C-12
<PAGE>
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.
(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:
C-13
<PAGE>
* 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.
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.
C-14
<PAGE>
(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) Form of Dated September 13, 1999 re the:
* Tax-Managed U.S. Marketwide Value
Portfolio X;
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b9.3.
(23) Form of Dated September 13, 1999 re the:
* Tax-Managed U.S. 6-10 Small Company
Portfolio X
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b9.4.
(24) Form of Dated September 13, 1999 re the:
* Tax-Managed DFA International Value
Portfolio X;
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b9.5.
(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 Statement on
Form N-1A.
C-15
<PAGE>
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.
(l) Initial Capital Agreements.
C-16
<PAGE>
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.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 47/48 to the
Registrant's Registration
Statement
C-17
<PAGE>
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.
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
C-18
<PAGE>
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.
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
C-19
<PAGE>
Registrant and at additional locations, as follows:
Name Address
DFA Investment Dimensions Group Inc. 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
PFPC Inc. 400 Bellevue Parkway,
Wilmington, DE 19809.
ITEM 29. Management Services.
None.
ITEM 30. Undertakings.
Not Applicable.
C-20
<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 30th day of June, 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 June 30, 1999
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and June 30, 1999
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial June 30, 1999
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director June 30, 1999
George M. Constantinides
John P. Gould* Director June 30, 1999
John P. Gould
Roger G. Ibbotson* Director June 30, 1999
Roger G. Ibbotson
Merton H. Miller* Director June 30, 1999
C-21
<PAGE>
Merton H. Miller
Myron S. Scholes* Director June 30, 1999
Myron S. Scholes
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
C-22
<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 June 30, 1999
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and June 30, 1999
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial June 30, 1999
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director June 30, 1999
George M. Constantinides
John P. Gould* Director June 30, 1999
John P. Gould
Roger G. Ibbotson* Director June 30, 1999
Roger G. Ibbotson
Merton H. Miller* Director June 30, 1999
Merton H. Miller
Myron S. Scholes* Director June 30, 1999
Myron S. Scholes
C-23
<PAGE>
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
C-24
<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 30th
day of June, 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 June 30, 1999
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and June 30, 1999
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial June 30, 1999
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director June 30, 1999
George M. Constantinides
John P. Gould* Director June 30, 1999
John P. Gould
Roger G. Ibbotson* Director June 30, 1999
Roger G. Ibbotson
Merton H. Miller* Director June 30, 1999
Merton H. Miller
Myron S. Scholes* Director June 30, 1999
Myron S. Scholes
C-25
<PAGE>
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
C-26
<PAGE>
EXHIBIT INDEX
N-1A EDGAR
Exhibit No. Exhibit No. Description
23(d)(i)(14) EX-99.b5. Form of Investment Advisory
Agreement
23(g)(3)(a) EX-99.b8 Form of Addendum No. 2 to
Custodian Agreement
23(h)(1)(b) EX-99.b9.1 Form of Addendum No. 2 to
Transfer Agency Agreement
23(h)(2)(b) EX-99.b9.2 Form of Addendum No. 2 to
Administration and Accounting
Services Agreement
23(h)(3)(22) EX-99.b9.3 Form of Administration Agreement
23(h)(3)(23) EX-99.b9.4 Form of Administration Agreement
23(h)(3)(24) EX-99.b9.5 Form of Administration Agreement
23(j)(1) EX-99.b11 Auditors Consent of
PricewaterhouseCoopers, LLP
C-27
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
THE TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO X
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of __________, 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 Portfolio"), to continuously review, supervise and administer
the Tax-Managed Portfolio's investment programs, to determine in its discretion
the securities to be purchased or sold and the portion of the Tax-Managed
Portfolio's assets to be uninvested, to provide the Fund with records concerning
the Advisor's activities which the Fund is required to maintain, and to render
regular reports to the Fund's officers and the Board of Directors of the Fund,
all in compliance with the respective objectives, policies and limitations set
forth in the Tax-Managed Portfolio's prospectus and applicable laws and
regulations. The Advisor accepts such employment and agrees to provide, at its
own expense, the office space, furnishings and equipment and the personnel
required by it to perform the services described herein on the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Tax-Managed Portfolio 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 the
Tax-Managed Portfolio, or be in breach of any obligation owing to the Fund or to
the Tax-Managed Portfolio under this Agreement, or otherwise, solely by reason
of its having caused the Tax-Managed Portfolio to pay a member of a securities
exchange, a broker or a dealer a commission for effecting a securities
transaction for the Tax-Managed Portfolio in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Advisor will promptly communicate
to the officers and directors of the Fund such information relating to
transactions for the Tax-Managed Portfolio as they may reasonably request.
3. COMPENSATION OF THE ADVISOR. For the services to be rendered by the
Advisor as provided in Section 1 of this Agreement, the Fund shall pay to the
Advisor, at the end of each
<PAGE>
month, a fee equal to one-twelfth of the Tax-Managed Portfolio's respective
net assets, as follows:
The Tax-Managed U.S. 5-10 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 the Tax-Managed Portfolio, are not to be deemed exclusive, and
the Advisor shall be free to render similar services to others as long as its
services to the Fund or to the Tax-Managed Portfolio, are not impaired thereby.
The Advisor shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
7. LIABILITY OF ADVISOR. No provision of this Agreement shall be deemed
to protect the Advisor against any liability to the Fund or its shareholders to
which it might otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or the reckless disregard
of its obligations under this Agreement.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
charters of the Fund and the Advisor, respectively, directors, officers, and
shareholders of the Fund are or may be interested in the Advisor (or any
successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Advisor are or may be
interested in the Fund as directors, officers, shareholders or otherwise; and
the Advisor (or any successor) is or may be interested in the Fund as a
shareholder or otherwise and the effect of any such interrelationships shall be
governed by said charters and the provisions of the Investment Company Act of
1940.
9. DURATION AND TERMINATION. This Agreement shall become effective
on______________, 1999, (the "Effective Date") and shall continue in effect
until _____________, 2000, 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
<PAGE>
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 the Tax-Managed
Portfolio.
This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the respective outstanding voting securities of the
Tax-Managed Portfolio, on sixty days written notice to the Advisor,
This Agreement shall automatically terminate in the event of its
assignment, and
This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.
As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.
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 ________________ day of __________________, 1999.
DIMENSIONAL FUND DFA INVESTMENT TRUST
ADVISORS INC. COMPANY
By: By:
------------------- ---------------------
David G. Booth Irene R. Diamant
Chief Executive Officer Vice President and Secretary
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
CUSTODIAN AGREEMENT
ADDENDUM NUMBER TWO
THIS AGREEMENT is made as of the ____ day of ____, 1999 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PNC BANK, N.A., formerly known as "Provident National Bank," a
national banking association ("PNC").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PNC 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, PNC presently provides such services to the existing
portfolios of the Fund, including 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 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 upon by the
Fund and PNC;
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 effective ________, 1999 by
replacing the current Schedule A of the Agreement in its entirety with "Schedule
A, Amended and Restated _______________, 1999," reflecting the addition of the
new series, as attached hereto.
2. The fee schedules of PNC applicable to the Portfolios shall be as
agreed in writing from time to time.
3. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
<PAGE>
4. This Addendum may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
<PAGE>
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:
---------------------
Irene R. Diamant
Vice President
PNC BANK, N.A.
By:
--------------------
Joseph Gramlich
Senior Vice President
<PAGE>
AMENDED AND RESTATED
_______, 1999
SCHEDULE A
SERIES 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 ____ day of ____, 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, including 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 effective _______, 1999 by replacing
the current Schedule A of the Agreement in its entirety with "Schedule A Amended
and Restated _____________, 1999," reflecting the addition of the new series, as
attached hereto.
2. The fee schedules of PFPC applicable to the Portfolios
shall be as agreed in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and
in full force and effect.
<PAGE>
4. This Addendum may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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:
--------------------
Irene R. Diamant
Vice President
PFPC INC.
By:
-------------------
Joseph Gramlich
Senior Vice President
<PAGE>
AMENDED AND RESTATED
______________, 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 ____ day of ____, 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
series of the Fund, including 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 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 hereby is amended effective _______, 1999 by replacing
the current Schedule B of the Agreement in its entirety with "Schedule B Amended
and Restated _____________, 1999," reflecting the addition of the new series,
and as attached hereto.
2. The fee schedules of PFPC applicable to the Portfolios shall be
as agreed in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and
in full force and effect.
<PAGE>
4. This Addendum may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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:
--------------------
Irene R. Diamant
Vice President
PFPC INC.
By:
-------------------
Joseph Gramlich
Senior Vice President
<PAGE>
AMENDED AND RESTATED
______________, 1999
SCHEDULE B
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
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
AGREEMENT made this ____ day of ____, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of 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,
<PAGE>
state, local and foreign securities, tax,
organizational and other laws that (i)
govern the business of the Fund in respect
of the Portfolio (except those that govern
investment of the Portfolio's assets), (ii)
regulate the offering of the Portfolio's
shares and (iii) provide for the taxation of
the Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the
operation and affairs of the Portfolio, and
their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;
(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the
board of directors may reasonably request.
B. In carrying out its responsibilities under Section A
herein, to the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to consult with,
and obtain the assistance of, the persons described in Section A, paragraph (1)
herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the
Fund with such office facilities and equipment as may be necessary to conduct
the administrative affairs of the Fund in respect of the Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio
will pay all of its own expenses incurred to conduct its administrative affairs.
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 .45 percent of the average daily net assets of the Portfolio
during the month. If this Agreement is terminated prior to the end of any month,
the fee for such month shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.
<PAGE>
6. LIABILITY OF THE ADMINISTRATOR. No provision of this
Agreement shall be deemed to protect the Administrator against any liability to
the Fund or its shareholders to which it might otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or the reckless disregard of its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written
below, provided that prior to such date it shall have been approved by the board
of directors of the Fund, and shall continue in effect until terminated by the
Fund or the Administrator on 60 days, written notice to the other.
B. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of _____, 1999.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
---------------------- ------------------
Chairman President
Investment Officer
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO X
ADMINISTRATION AGREEMENT
AGREEMENT made this ____ day of ____, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of Tax-Managed U.S. 6-10 Small Company 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,
<PAGE>
state, local and foreign securities, tax,
organizational and other laws that (i)
govern the business of the Fund in respect
of the Portfolio (except those that govern
investment of the Portfolio's assets), (ii)
regulate the offering of the Portfolio's
shares and (iii) provide for the taxation of
the Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the
operation and affairs of the Portfolio, and
their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;
(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the
board of directors may reasonably request.
B. In carrying out its responsibilities under Section A
herein, to the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to consult with,
and obtain the assistance of, the persons described in Section A, paragraph (1)
herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the
Fund with such office facilities and equipment as may be necessary to conduct
the administrative affairs of the Fund in respect of the Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio
will pay all of its own expenses incurred to conduct its administrative affairs.
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 .45 percent of the average daily net assets of the Portfolio
during the month. If this Agreement is terminated prior to the end of any month,
the fee for such month shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.
<PAGE>
6. LIABILITY OF THE ADMINISTRATOR. No provision of this
Agreement shall be deemed to protect the Administrator against any liability to
the Fund or its shareholders to which it might otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or the reckless disregard of its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written
below, provided that prior to such date it shall have been approved by the board
of directors of the Fund, and shall continue in effect until terminated by the
Fund or the Administrator on 60 days, written notice to the other.
B. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of _____, 1999.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
---------------------- ------------------
Chairman President
Investment Officer
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO X
ADMINISTRATION AGREEMENT
AGREEMENT made this _____ day of _____, 1999 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of Tax-Managed DFA International 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,
<PAGE>
state, local and foreign securities, tax,
organizational and other laws that (i)
govern the business of the Fund in respect
of the Portfolio (except those that govern
investment of the Portfolio's assets), (ii)
regulate the offering of the Portfolio's
shares and (iii) provide for the taxation of
the Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the
operation and affairs of the Portfolio, and
their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;
(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the
board of directors may reasonably request.
B. In carrying out its responsibilities under Section A
herein, to the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to consult with,
and obtain the assistance of, the persons described in Section A, paragraph (1)
herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the
Fund with such office facilities and equipment as may be necessary to conduct
the administrative affairs of the Fund in respect of the Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio
will pay all of its own expenses incurred to conduct its administrative affairs.
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 .45 percent of the average daily net assets of the Portfolio
during the month. If this Agreement is terminated prior to the end of any month,
the fee for such month shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.
<PAGE>
6. LIABILITY OF THE ADMINISTRATOR. No provision of this
Agreement shall be deemed to protect the Administrator against any liability to
the Fund or its shareholders to which it might otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or the reckless disregard of its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written
below, provided that prior to such date it shall have been approved by the board
of directors of the Fund, and shall continue in effect until terminated by the
Fund or the Administrator on 60 days, written notice to the other.
B. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of _____, 1999.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
---------------------- ------------------
Chairman President
Investment Officer
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 54 (File No. 2-73948) under the Securities Act of 1933 and Post-Effective
Amendment No. 55 (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
June 30, 1999
