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Exhibit No. EX-99.a.11
DFA INVESTMENT DIMENSIONS GROUP INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation having
its principal office in Baltimore, Maryland (hereinafter called the
"Corporation") and registered under the Investment Company Act of 1940 as an
open-end company, hereby certifies, in accordance with the requirements of
Section 2-208 and Section 2-208.1 of the Maryland General Corporation Law, to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation has authority to issue a total of Six
Billion (6,000,000,000) shares of stock, with a par value of One Cent ($.01)
per share, having an aggregate par value of Sixty Million Dollars
($60,000,000), all of which shall be considered common stock. The allocation
of shares to each of its thirty-four existing classes is as follows:
<TABLE>
<CAPTION>
Class Designation Number of Shares of Common Stock
----------------- (par value $.01 per share)
Allocated
---------
<S> <C>
The U.S. Large Company Portfolio Shares 200,000,000
The U.S. 9-10 Small Company Portfolio Shares 300,000,000
The DFA One-Year Fixed Income Portfolio Shares 300,000,000
The DFA Five-Year Government Portfolio Shares 100,000,000
The United Kingdom Small Company Portfolio Shares 20,000,000
The Japanese Small Company Portfolio Shares 50,000,000
The Continental Small Company Portfolio Shares 50,000,000
The DFA Intermediate Government Fixed Income Portfolio Shares 100,000,000
The DFA Five-Year Global Fixed Income Portfolio Shares 100,000,000
</TABLE>
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<TABLE>
<S> <C>
The Pacific Rim Small Company Portfolio Shares 50,000,000
The Large Cap International Portfolio Shares 150,000,000
The U.S. 6-10 Small Company Portfolio Shares 100,000,000
The U.S. 6-10 Value Portfolio Shares 300,000,000
The U.S. Large Cap Value Portfolio Shares 200,000,000
The DFA Real Estate Securities Portfolio Shares 100,000,000
RWB/DFA International High Book to Market Portfolio Shares 100,000,000
The Emerging Markets Portfolio Shares 100,000,000
DFA International Small Cap Value Portfolio Shares 200,000,000
VA Large Value Portfolio Shares 50,000,000
VA Global Bond Portfolio Shares 50,000,000
VA Small Value Portfolio Shares 50,000,000
VA International Value Portfolio Shares 50,000,000
VA International Small Portfolio Shares 50,000,000
The VA Short-Term Fixed Portfolio Shares 50,000,000
Enhanced U.S. Large Company Portfolio Shares 100,000,000
DFA Two-Year Global Fixed Income Portfolio Shares 200,000,000
International Small Company Portfolio Shares 100,000,000
Emerging Markets Small Cap Portfolio Shares 100,000,000
U.S. 4-10 Value Portfolio Shares 100,000,000
Emerging Markets Value Portfolio Shares 100,000,000
Tax-Managed U.S. 5-10 Value Portfolio Shares 100,000,000
Tax-Managed U.S. 6-10 Small Company Portfolio Shares 100,000,000
Tax-Managed U.S. Marketwide Value Portfolio Shares 100,000,000
</TABLE>
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<TABLE>
<S> <C>
Tax-Managed DFA International Value Portfolio Shares 100,000,000
Tax-Managed U.S. 5-10 Value Portfolio X Shares 100,000,000
Tax-Managed U.S. 6-10 Small Company Portfolio X Shares 100,000,000
Tax-Managed U.S. Marketwide Value Portfolio X Shares 100,000,000
Tax-Managed DFA International Value Portfolio X Shares 100,000,000
</TABLE>
SECOND: The Board of Directors of the Corporation has adopted a
resolution classifying and allocating Four Hundred Million (400,000,000)
shares of the unallocated and unissued common stock (par value $.01 per
share) of the Corporation as follows: One Hundred Million (100,000,000)
shares were allocated to each of four new classes of common stock designated
as "LD U.S. Large Company Portfolio Shares," "HD U.S. Large Company Portfolio
Shares," "LD U.S. Marketwide Value Portfolio Shares" and "HD U.S. Marketwide
Value Portfolio Shares."
THIRD: The Board of Directors of the Corporation has adopted a
resolution reclassifying Four Hundred Million (400,000,000) shares of common
stock (par value $.01 per share) of the Corporation previously classified and
allocated to four classes of common stock, designated as "Tax-Managed U.S.
5-10 Value Portfolio X Shares" (One Hundred Million (100,000,000) shares),
"Tax-Managed U.S. 6-10 Small Company Portfolio X Shares" (One Hundred Million
(100,000,000) shares), "Tax-Managed U.S. Marketwide Value Portfolio X Shares"
(One Hundred Million (100,000,000) shares) and "Tax-Managed DFA International
Value Portfolio X Shares" (One Hundred Million (100,000,000) Shares), and the
Board of Directors of the Corporation has reclassified and reallocated such
shares of common stock (par value $.01 per share) of the Corporation as
unallocated and unissued common stock of the Corporation.
FOURTH: Following the aforesaid classifications, reclassifications
and allocations, the total number of shares of stock which the Corporation is
authorized to issue is Six Billion (6,000,000,000) shares, with a par value
of One Cent ($.0l) per share and an aggregate par value of Sixty Million
Dollars ($60,000,000), and the allocation of shares to each of the
thirty-eight classes (each a "Class" and, collectively, the "Classes" ) is as
follows:
<TABLE>
<CAPTION>
Class Designation Number of Shares of Common Stock
----------------- (par value $.01 per share)
Allocated
---------
<S> <C>
The U.S. Large Company Portfolio Shares 200,000,000
The U.S. 9-10 Small Company Portfolio Shares 300,000,000
The DFA One-Year Fixed Income Portfolio Shares 300,000,000
</TABLE>
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<TABLE>
<S> <C>
The DFA Five-Year Government Portfolio Shares 100,000,000
The United Kingdom Small Company Portfolio Shares 20,000,000
The Japanese Small Company Portfolio Shares 50,000,000
The Continental Small Company Portfolio Shares 50,000,000
The DFA Intermediate Government Fixed Income Portfolio Shares 100,000,000
The DFA Five-Year Global Fixed Income Portfolio Shares 100,000,000
The Pacific Rim Small Company Portfolio Shares 50,000,000
The Large Cap International Portfolio Shares 150,000,000
The U.S. 6-10 Small Company Portfolio Shares 100,000,000
The U.S. 6-10 Value Portfolio Shares 300,000,000
The U.S. Large Cap Value Portfolio Shares 200,000,000
The DFA Real Estate Securities Portfolio Shares 100,000,000
RWB/DFA International High Book to Market Portfolio Shares 100,000,000
The Emerging Markets Portfolio Shares 100,000,000
DFA International Small Cap Value Portfolio Shares 200,000,000
VA Large Value Portfolio Shares 50,000,000
VA Global Bond Portfolio Shares 50,000,000
VA Small Value Portfolio Shares 50,000,000
VA International Value Portfolio Shares 50,000,000
VA International Small Portfolio Shares 50,000,000
The VA Short-Term Fixed Portfolio Shares 50,000,000
Enhanced U.S. Large Company Portfolio Shares 100,000,000
</TABLE>
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<TABLE>
<S> <C>
DFA Two-Year Global Fixed Income Portfolio Shares 200,000,000
International Small Company Portfolio Shares 100,000,000
Emerging Markets Small Cap Portfolio Shares 100,000,000
U.S. 4-10 Value Portfolio Shares 100,000,000
Emerging Markets Value Portfolio Shares 100,000,000
Tax-Managed U.S. 5-10 Value Portfolio Shares 100,000,000
Tax-Managed U.S. 6-10 Small Company Portfolio Shares 100,000,000
Tax-Managed U.S. Marketwide Value Portfolio Shares 100,000,000
Tax-Managed DFA International Value Portfolio Shares 100,000,000
LD U.S. Large Company Portfolio Shares 100,000,000
HD U.S. Large Company Portfolio Shares 100,000,000
LD U.S. Marketwide Value Portfolio Shares 100,000,000
HD U.S. Marketwide Value Portfolio Shares 100,000,000
</TABLE>
FIFTH: A description of the shares of each Class, with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the Board of Directors of the Corporation is
as follows:
The holder of each share of each Class shall be entitled to one
vote for each full share, and a fractional vote for each fractional share of
stock then standing in his or her name on the books of the Corporation. All
shares of the Classes then issued and outstanding and entitled to vote,
irrespective of Class, shall be voted in the aggregate and not by Class,
except: (1) when otherwise expressly provided by the Maryland General
Corporation Law; (2) when required by the Investment Company Act of 1940, as
amended, shares shall be voted by Class; and (3) when a matter to be voted
upon does not affect any interest of a particular Class then only
shareholders of the affected Class or Classes shall be entitled to vote
thereon.
Each share of each Class shall have the following preferences and
special rights, restrictions, and limitations:
(1) All consideration received by the Corporation for the
issue or sale of stock of a Class, together with all income,
earnings, profits, and proceeds thereof, and any
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funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to such
Class, subject only to the rights of the creditors.
(2) Dividends or distributions on shares of a Class and
redemptions of such Class shall be paid only out of earnings,
surplus, or other lawfully available assets belonging to such Class.
(3) The Corporation may deduct from the proceeds of redemption
of shares of each Class the cost incurred in liquidating investment
securities to pay redemptions in cash as set forth in the By-Laws.
(4) In the event of the liquidation or dissolution of the
Corporation, holders of each Class shall be entitled to receive, as
a Class, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not
belonging to any particular Class, the assets belonging to such
Class; and the assets so distributable to such shareholders shall
be distributed among such shareholders in proportion to the asset
value of such shares. In addition, such holders shall be entitled
to receive their proportionate share of assets of the Corporation
which do not belong solely to any particular Class, as determined
by the Board of Directors.
(5) The assets belonging to each Class shall be charged with
the liabilities in respect to such Class, and shall also be charged
with their share of the general liabilities of the Corporation as
determined by the Board of Directors, such determination shall be
conclusive for all purposes.
SIXTH: The shares aforesaid have been duly classified and
allocated by the Board of Directors pursuant to authority contained in the
charter of the Corporation.
SEVENTH: The undersigned Vice President hereby acknowledges these
Articles Supplementary to the charter to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under
oath, the undersigned Vice President acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects, and that this statement is made under the penalties of
perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf by its Vice President and attested to by
its Secretary on this 26th day of July, 2000.
ATTEST: DFA INVESTMENT DIMENSIONS GROUP INC.
/S/ CATHERINE L. NEWELL By: /S/ MICHAEL T. SCARDINA
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Catherine L. Newell Michael T. Scardina
Secretary Vice President, Chief Financial
Officer and Treasurer
