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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. 57 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 58 [X]
--
(Check appropriate box or boxes.)
DFA INVESTMENT DIMENSIONS GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (310) 395-8005
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Irene R. Diamant, Vice President and Secretary
DFA Investment Dimensions Group Inc.
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
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(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).
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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X 75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
- --- previously filed post-effective amendment.
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The Trustees and principal officers of The DFA Investment Trust Company
also have executed this registration statement.
Title of Securities Being Registered
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Dividend-Managed U.S. Marketwide Value Portfolio
Dividend-Managed U.S. Marketwide Value Complement Portfolio
Dividend-Managed U.S. Large Company Portfolio
Dividend-Managed U.S. Large Company Portfolio V
Dividend-Managed U.S. Large Company Complement Portfolio
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P R O S P E C T U S
AUGUST - , 2000
PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE
INVESTING.
DFA INVESTMENT DIMENSIONS GROUP INC.
The mutual fund described in this Prospectus offers a variety of investment
portfolios. Each of the Portfolios described in this Prospectus: - Has its own
investment objective and policies, and is the equivalent of a separate mutual
fund. - Is generally available only to institutional investors and clients of
registered investment advisors. - Does not charge sales commissions or "loads".
- - Is designed for long-term investors. - Is designed exclusively for on-line
investors.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIOS
Dividend-Managed U.S. Marketwide Value Portfolio
Dividend-Managed U.S. Marketwide Value Complement Portfolio
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIOS
Dividend-Managed U.S. Large Company Portfolio
Dividend-Managed U.S. Large Company Portfolio V
Dividend-Managed U.S. Large Company Complement Portfolio
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.
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TABLE OF CONTENTS
RISK/RETURN SUMMARY.............................................................
HIGHLIGHTS ABOUT ALL THE PORTFOLIOS........................................
MANAGEMENT.................................................................
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS................................
OTHER RISKS................................................................
PERFORMANCE.....................................................................
FEES AND EXPENSES...............................................................
HIGHLIGHTS......................................................................
MANAGEMENT AND ADMINISTRATIVE SERVICES.....................................
DIVIDEND POLICY............................................................
PURCHASE, VALUATION AND REDEMPTION OF SHARES ..............................
ELECTRONIC SHAREHOLDER INFORMATION.........................................
INVESTMENT OBJECTIVES AND POLICIES..............................................
PORTFOLIO CONSTRUCTION.....................................................
PORTFOLIO TRANSACTIONS.....................................................
DIVIDEND AND TAX MANAGEMENT STRATEGIES..........................................
PORTFOLIO TRANSACTIONS..........................................................
SECURITIES LOANS................................................................
DEVIATION FROM MARKET CAPITALIZATION WEIGHTING..................................
MANAGEMENT OF THE FUNDS.........................................................
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES................................
ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS.............................
PURCHASE OF SHARES..............................................................
CASH PURCHASES.............................................................
IN-KIND PURCHASES..........................................................
VALUATION OF SHARES.............................................................
NET ASSET VALUE............................................................
PUBLIC OFFERING PRICE......................................................
EXCHANGE OF SHARES..............................................................
REDEMPTION OF SHARES............................................................
REDEMPTION PROCEDURE.......................................................
REDEMPTION OF SMALL ACCOUNTS...............................................
IN-KIND REDEMPTIONS........................................................
THE MASTER-FEEDER STRUCTURE.....................................................
SERVICE PROVIDERS...............................................................
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RISK/RETURN SUMMARY
HIGHLIGHTS ABOUT ALL THE PORTFOLIOS
THE PORTFOLIOS HAVE SPECIAL STRUCTURES: The 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. As a result, a Portfolio might encounter operational or other
complications. While this structure is designed to reduce costs, it may not do
so.
MANAGEMENT: Dimensional Fund Advisors Inc. (the "Advisor") is the investment
manager for each Master Fund. (A 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.
Generally, the Advisor structures a portfolio by:
1. Selecting a starting universe of securities (for example, all publicly
traded U.S. common stocks).
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.
The Master Funds in which the Portfolios invest 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.
The Master Funds in which the Dividend-Managed U.S. Marketwide Value
Portfolios invest purchase value stocks with market caps in the range defined
by stocks in NYSE deciles 1 through 8.
[SIDENOTE]:
[HAND] A Master Fund buys
securities directly. A
corresponding
Portfolio invests in the
Master Fund's shares.
The two have the same
gross investment
returns.
[HAND] MARKET CAPITALIZATION
MEANS the number of
shares of a company's
stock outstanding
times price per share.
[HAND] 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.
1
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The Master Funds in which the Dividend-Managed U.S. Large Company Portfolios
invest purchase stocks with market caps in the range defined by stocks in
NYSE deciles 1 through 5.
DIVIDEND AND TAX MANAGEMENT STRATEGIES:
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO ("DM MARKETWIDE VALUE
PORTFOLIO")
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO ("DM LARGE COMPANY PORTFOLIO")
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V ("DM LARGE COMPANY PORTFOLIO
V")
The Advisor's dividend and tax management strategies for the Master Funds in
which the Marketwide Value Portfolio, the Large Company Portfolio and the
Large Company Portfolio V invest are designed to achieve long-term capital
appreciation while minimizing taxable income distributions to shareholders.
The Advisor generally buys and sells these Master Funds' portfolio securities
with the goals of:
1. Minimizing dividend income distributions.
2. Delaying and controlling the realization of net capital gains (e.g.,
appreciated stocks might be sold later).
3. Maximizing the extent to which any realized net capital gains are long-term
in nature (i.e., taxable at lower capital gains tax rates).
HOW THE MASTER FUNDS IN WHICH THE LARGE COMPANY PORTFOLIO AND DM LARGE
COMPANY PORTFOLIO V INVEST DIFFER: These Master Funds will invest in a large
portion of the eligible securities that are non-dividend and low-dividend
yielding, but are not expected to have identical holdings. These two Master
Funds were designed so that they may sell securities to one another in order
to employ certain dividend and tax management strategies and offset gains by
realizing losses. Investors should consider investing in either the
Dividend-Managed U.S. Large Company Portfolio or Portfolio V, but not in both
of them.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO ("DM MARKETWIDE
VALUE COMPLEMENT PORTFOLIO")
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO ("DM LARGE COMPANY
COMPLEMENT PORTFOLIO")
The Advisor's dividend strategies for the Master Funds in which the DM
Marketwide Complement Portfolio and the DM Large Company Complement Portfolio
invest are designed to maximize dividend income. The Advisor generally buys
and sells these Master Funds' portfolio securities with the goal of
maximizing dividend income.
HOW THE MASTER FUNDS IN WHICH THE NON-COMPLEMENT PORTFOLIOS AND COMPLEMENT
PORTFOLIOS INVEST DIFFER: The Master Funds in which the non-Complement
Portfolios invest will invest in the eligible securities that are non-dividend
and low-dividend yielding. In contrast, the Master Funds in which the Complement
Portfolios invest will invest in the eligible securities that are high-dividend
yielding.
[SIDENOTE]:
[HAND] Shareholders of the
Dividend-Managed
Portfolios described in
this Prospectus, except
the Complement
Portfolios, may pay less
taxes while they
hold their shares.
However, they will
still have to pay taxes
if they sell their shares
at a profit.
[HAND] The Complement
Portfolios invest in
Master Funds which
will invest in those
eligible securities that
are relatively high-dividend
yielding.
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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
MARKET RISK - ALL PORTFOLIOS: Even a long-term investment approach cannot
guarantee a profit. Economic, political and issuer specific events will cause
the value of securities, and the Master Funds that own them, and, in turn,
the Portfolios to rise or fall. Although securities of larger companies
fluctuate relatively less, economic, political and issuer specific events
will cause the value of all securities to fluctuate.
SMALL COMPANY RISK - DM MARKETWIDE VALUE PORTFOLIOS: 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.
DM MARKETWIDE VALUE PORTFOLIO
- - INVESTMENT OBJECTIVE: Long-term capital appreciation while minimizing
income dividends and controlling capital gains distributions.
- - INVESTMENT STRATEGY: Buy a Master Fund that purchases non-dividend and
low-dividend yielding value stocks of United States companies within
market deciles 1 through 8 on a market capitalization weighted basis and
which follows a policy of controlling capital gains distributions.
DM MARKETWIDE VALUE COMPLEMENT PORTFOLIO
- - INVESTMENT OBJECTIVE: Long-term capital appreciation while maximizing
dividend income.
- - INVESTMENT STRATEGY: Buy a Master Fund that purchases relatively high-
dividend yielding value stocks of United States companies within market
deciles 1 through 8 on a market capitalization weighted basis.
DM LARGE COMPANY PORTFOLIO
DM LARGE COMPANY PORTFOLIO V
- - INVESTMENT OBJECTIVES: Long-term capital appreciation while minimizing
income dividends and controlling capital gains distributions.
- - INVESTMENT STRATEGY: Buy a Master Fund that purchases non-dividend and
low-dividend yielding stocks of United States companies within market
deciles 1 through 5, on a market capitalization weighted basis and which
follows a policy of controlling capital gains distributions.
DM LARGE COMPANY COMPLEMENT PORTFOLIO
- - INVESTMENT OBJECTIVE: Long-term capital appreciation while maximizing
dividend income.
- - INVESTMENT STRATEGY: Buy a Master Fund that purchases relatively
high-dividend yielding stocks of United States companies within market
deciles 1 through 5 on a market capitalization weighted basis.
[SIDENOTE]:
[HAND] "VALUE STOCKS":
Compared to other
stocks, value stocks
sell for low prices
relative to their
earnings, dividends
and book value.
[HAND] In selecting value
stocks, the Advisor
primarily considers
price relative to book
value.
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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). Hedging
with derivatives may increase expenses, and there is no guarantee that a hedging
strategy will work.
SECURITIES LENDING:
The 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.
PERFORMANCE
The Portfolios and Master Funds are new, so no performance information is shown
for them.
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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): NONE
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)
<TABLE>
<CAPTION>
TOTAL
ANNUAL
ANNUAL FUND OPERATING EXPENSES MANAGEMENT OTHER OPERATING
(AS A PERCENTAGE OF AVERAGE NET ASSETS) FEE (1) EXPENSES (2) EXPENSES
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DM Marketwide Value Portfolio................................. 0.35% 0.35% 0.70%
DM Marketwide Value Complement Portfolio...................... 0.35% 0.30% 0.60%
DM Large Company Portfolio.................................... 0.15% 0.35% 0.50%
DM Large Company Portfolio V.................................. 0.15% 0.35% 0.50%
DM Large Company Complement Portfolio......................... 0.15% 0.30% 0.45%
</TABLE>
(1) The "Management Fee" includes an investment advisory fee payable by the
Master Fund and an administration fee payable by the Portfolio.
(2) "Other Expenses" are annualized estimates based on anticipated fees and
expenses through the fiscal year ending November 30, 2000. These Portfolios
and Master Funds have not begun operations as of the date of this
Prospectus.
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
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
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<S> <C> <C>
DM Marketwide Value Portfolio................................. $ 72 $ 224
DM Marketwide Value Complement Portfolio...................... $ 66 $ 208
DM Large Company Portfolio.................................... $ 51 $ 160
DM Large Company Portfolio V.................................. $ 51 $ 160
DM Large Company Complement Portfolio......................... $ 46 $ 144
</TABLE>
The Example summarizes the aggregate annual operating expenses of both the
Portfolios and the corresponding Master Funds in which the Portfolios invest.
The Portfolios and the corresponding Master Funds are new and, therefore, the
above example is based on estimated expenses for the current fiscal year and
does not extend over five- and ten-year periods.
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HIGHLIGHTS
MANAGEMENT AND ADMINISTRATIVE SERVICES
The Advisor serves as investment advisor to each Master Fund and provides
each Portfolio with certain administrative services. (See "MANAGEMENT OF THE
FUNDS.")
DIVIDEND POLICY
The Portfolios distribute dividends from net investment income quarterly
and distribute any net realized capital gains annually after November 30.
PURCHASE, VALUATION AND REDEMPTION OF SHARES
The shares of the Portfolios are sold at net asset value. The redemption
price of the shares of all of the Portfolios is equal to the net asset value of
their shares. The value of the shares issued by each Portfolio will fluctuate in
relation to the investment experience of the Master Fund in which such Portfolio
invests. (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF
SHARES.")
ELECTRONIC SHAREHOLDER INFORMATION
The Portfolios are designed specifically for on-line investors in order
to keep costs to a minimum. An investor, when opening an account, must
consent to the acceptance of shareholder information (prospectuses and annual
and semi-annual reports) about the Portfolios through access to the
Portfolio's website at www.dfafunds.com. The Fund expects to have the
capability to deliver information in this fashion in the near future, but in
the interim, the Fund will use standard delivery procedures.
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INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the DM Marketwide Value Portfolio, DM Large
Company Portfolio and the DM Large Company Portfolio V is to achieve long-term
capital appreciation while minimizing income dividends and controlling
capital gains distributions. The investment objective of the DM Marketwide
Value Complement Portfolio and the DM Large Company Complement Portfolio is
to achieve long-term capital appreciation while maximizing dividend income.
Each Portfolio will pursue its investment objective by investing all of its
assets in a Master Fund. The DM Marketwide Value Portfolio and the DM
Marketwide Value Complement Portfolio will invest in the DM Marketwide Value
Series and the DM Marketwide Value Complement Series (collectively the "DM
Marketwide Value Master Funds") of The DFA Investment Trust Company (the
"Trust"), respectively. The DM Large Company Portfolio, DM Large Company
Portfolio V and the DM Large Company Complement Portfolio will invest in the
DM Large Company Series, the DM Large Company Series V and the DM Large
Company Complement Series (collectively the "DM Large Company Master Funds")
of the Trust, respectively. Each Master Fund has the same investment
objective and policies as its respective Portfolio.
PORTFOLIO CONSTRUCTION
To be considered eliglible for purchase by a Master Fund, an investment
generally would be the common stock of a company whose market capitalization
falls within the range described by such Master Fund's investment strategy.
The DM Marketwide Value Master Funds will consider eligible for purchase
common stocks of companies whose market capitalizations fall within the range
of market capitalizations of companies in the 1st through 8th deciles of
companies listed on the NYSE. The DM Large Company Master Funds will consider
eligible the common stocks of companies whose market capitalizations fall
within the range of market capitalizations of companies in the 1st through
5th deciles of companies listed on the NYSE. Each Master Fund will purchase
securities that are listed on the principal U.S. national securities
exchanges, quoted on NASDAQ and/or traded over the counter ("OTC"). The DM
Marketwide Value Series and DM Large Company Series and Series V will
minimize income dividend distributions by selecting non-dividend and
lower-dividend yielding securities from the universe of eligible securities
and by following a strategy to control recognition of capital gains.
The DM Marketwide Value Complement Series and the DM Large Company
Complement Series (the "Complement Master Funds") will maximize dividend
income by selecting relatively high-dividend yielding securities from their
respective universes of eligible securities. Because the Complement Master
Funds will focus on stocks which pay high dividends, it is likely that from
time to time each Complement Master Fund will have a significant portion of
its assets in one or more sectors or industries. In focusing on particular
sectors or industries, a Complement Master Fund carries greater risk of
adverse developments in a sector or industry than a Master Fund that always
invests in a wide variety of sectors.
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In addition, each DM Marketwide Value Master Fund will ordinarily 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 and which are within their market deciles at the time of purchase.
Securities are considered value stocks primarily because the shares have a
high book value in relation to their current market price (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. 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.
PORTFOLIO TRANSACTIONS
Each Master Fund may, but is not obligated to, sell portfolio securites
when the issuer's market capitalization falls substantially below that of the
issuer with the minimum market capitalization which is the eligible for
purchase by the Master Fund. Each DM Marketwide Value Master Fund also may,
but is not obligated to, sell a portfolio security when its book to market
ratio falls substantially below that of the security with the lowest such
book to market ratio that is then eligible for purchase. Additionally, each
Master Fund, when consistent with other tax management policies, may sell
securities in order to realize capital losses.
It is expected that the DM Large Company Series and Series V will each
invest in approximately one half of the securities in their market cap
segmentation range which are no or low dividend yielding, although over time
the two Master Funds will hold similar portfolio securities. The performance
of the two Master Funds is expected to be similar, but there is no guarantee
of this.
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DIVIDEND AND TAX MANAGEMENT STRATEGIES
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE SERIES ("DM MARKETWIDE VALUE SERIES")
DIVIDEND-MANAGED U.S. LARGE COMPANY SERIES ("DM LARGE COMPANY SERIES")
DIVIDEND-MANAGED U.S. LARGE COMPANY SERIES V ("DM LARGE COMPANY SERIES V")
The DM Marketwide Value Series, DM Large Company Series and the DM Large
Company Series V described in this Prospectus seek to minimize the impact of
federal taxes on investment returns by selecting non-dividend and
lower-dividend yielding securities from the universe of eligible securities
and by managing their portfolios in a manner that will defer the realization
of net capital gains where possible. The timing of purchases and sales of
securities will be managed to minimize the payment of income dividends when
possible.
When selling securities, a Master Fund typically will select for sale
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
Portfolio or Master Fund, 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 Master Fund, 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 portfolios managed by
the Advisor, securities may be sold by a Master Fund to another Master Fund
if the securities satisfy the investment\divestment criteria for the
applicable Master Funds. Specifically, for example, DM Large Company Value
Series may sell portfolio securities to DM Large Company Series V (and vice
versa). The DM Marketwide Value Series may sell to and buy securities from
the Tax-Managed U.S. Marketwide Value Series, which is also a Series of the
Trust. Such sales would be made to realize losses on securities which would
be used to offset gains on other securities realized by the selling Master
Fund. Such transactions are intended to benefit both Master Funds that are
parties to the transaction. The selling Master Fund will recognize a loss
which it can use to offset realized gains, while the purchasing Master Fund
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 Master Fund to another Master Fund 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 Master Fund. The Advisor intends to control the number of investors
in each Master Fund in several ways. First, as with all portfolios that the
Advisor manages, it retains the right in its discretion to reject any initial or
additional
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<PAGE>
investment for any reason and to suspend the offering of shares of any
Portfolio. Second, the Advisor intends to offer the shares of each Master Fund
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 Master Funds in order to increase the
probability that the five or fewer shareholder threshold is not violated.
Although the Advisor intends to manage the non-Complement Master Funds in a
manner to minimize taxable dividend income each year, the Portfolios may
nonetheless distribute dividends and taxable gains to shareholders. Of course,
realization of capital gains is not entirely within the Advisor's control.
Capital gains distributions may vary considerably from year to year; there will
be no capital gains distributions in years when a Master Fund 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.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT SERIES ("DM MARKETWIDE
VALUE COMPLEMENT SERIES")
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT SERIES ("DM LARGE COMPANY
COMPLEMENT SERIES")
The Complement Master Funds described in this Prospectus select
high-dividend yielding securities from their respective universe of eligible
securities. The timing of purchases and sales of securities may be managed to
increase the receipt of dividends when possible.
PORTFOLIO TRANSACTIONS
Securities will generally be eligible for purchase 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 Master Fund.
SECURITIES LOANS
All of the 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 Portfolios will only hold
shares of a corresponding Master Fund, these Portfolios do not intend to lend
those shares. While a Master Fund may earn additional income from lending
securities, such activity is incidental to the investment objective of a
Master Fund. The value of securities loaned may not exceed 33 1/3% of the
value of a Master Fund's total assets. In connection with such loans, a
Master Fund will receive collateral 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 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
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event of the bankruptcy of the borrower, the Trust could experience delay in
recovering the loaned securities. Management believes that this risk can be
controlled through careful monitoring procedures.
DEVIATION FROM MARKET CAPITALIZATION WEIGHTING
The portfolio structure of each Master Fund involves market capitalization
weighting. Because of the dividend management and tax management strategies
followed by these Master Funds, their securities holdings will deviate from
their market capitalization weightings to a greater extent than
non-Dividend-Managed Portfolios managed by the Advisor. 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, the Master Funds may dispose of securities whenever the Advisor
determines that disposition is consistent with their dividend management
strategies or is otherwise in the best interest of a Master Fund. Deviation from
strict market capitalization weighting may occur for several other 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. 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.
Block purchases of eligible securities may be made at opportune prices even
though such purchases exceed the number of shares which, at the time of
purchase, strict adherence to the policy of market capitalization weighting
would otherwise require. In addition, 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 Master Fund. 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 Master Fund'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 Master Fund. As such, the Advisor is responsible for the management of
their respective assets. Investment decisions for 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 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 is
authorized to pay a higher commission to a broker, dealer or exchange member
than another such organization might charge if it determines, in good faith,
that the commission paid is reasonable in relation to the
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research or brokerage services provided by such organization. The Advisor's
address is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.
The Fund and the Trust 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 fees, administrative services and
custodian fees. Expenses allocable to a particular Portfolio or Master Fund are
so allocated. The expenses of the 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 Master Fund 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 $36 billion.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
The policy of the Portfolios is to distribute dividends from net
investment income quarterly and any net realized capital gains annually after
November 30.
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 a Portfolio upon written
notice to the Advisor, the shareholder selects one of the options listed below.
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 a 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.
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 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.
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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.
ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS
In order to keep costs to the Fund to a minimum, an investor, when
opening an account, must consent to the acceptance of shareholder information
about the Portfolios through e-mail and access to the Portfolios' website at
www.dfafunds.com. An investor will be notified when a prospectus amendment or
annual or semi-annual report has been made available on the Portfolios'
website.
The Portfolios may choose to deliver paper-based shareholder information
in certain circumstances at no extra cost to the investor once the Fund
implements its system of electronic delivery of these materials. If an
investor calls or e-mails the Portfolios to request paper-based shareholder
information, or revokes consent to receive all shareholder information
electronically, the Portfolio will deliver such information and the investor
may be charged a fee of up to $15 per year to cover the costs of printing,
shipping and handling. Shareholder information includes prospectuses and
annual and semi-annual reports.
The Portfolios' website address is www.dfafunds.com. The current
prospectus and annual and semi-annual reports will be readily available for
viewing and printing on the website.
PURCHASE OF SHARES
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.
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
Fund reserves 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 the Fund arising out of
such cancellation. To recover any such loss, the Fund
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reserves the right to redeem shares owned by any purchaser whose order is
canceled, and such purchaser may be prohibited or restricted in the manner of
placing further orders.
CASH PURCHASES
Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (Federal Funds)
by wire to PNC Bank, N.A. for the account of DFA Investment Dimensions Group
Inc. (specify Portfolio). Additional investments also may be made through the
wire procedure by first notifying the Advisor. Investors who wish to purchase
shares of any Portfolio by check should send their check to DFA Investment
Dimensions Group Inc., c/o PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware
19809.
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 Fund. Investors who are clients of investment advisory
organizations may also be subject to investment advisory fees under their own
arrangements with such organizations.
IN-KIND PURCHASES
If accepted by the Fund, shares of the Portfolios may be purchased in
exchange for securities which are eligible for acquisition by the Master Funds
as described in this prospectus. Securities to be exchanged which are accepted
by the Fund and Fund shares to be issued therefore will be valued as set forth
under "VALUATION OF SHARES" at the time of the next determination of net asset
value after such acceptance. All dividends, interest, subscription, or other
rights pertaining to such securities shall become the property of the Portfolio
whose shares are being acquired and must be delivered to the Fund by the
investor upon receipt from the issuer.
The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included, or otherwise represented in the 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 or Master Fund
under the Securities Act of 1933 or under the laws of the country in which the
principal market for such securities exists, or otherwise; and (3) at the
discretion of the Fund, the value of any such security (except U.S. Government
securities) being exchanged together with other securities of the same issuer
owned by the Master Fund may not exceed 5% of the net assets of the Portfolio or
Master Fund immediately after the transaction. The Fund will accept such
securities for investment.
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. Investors interested in such exchanges should
contact the Advisor.
VALUATION OF SHARES
NET ASSET VALUE
The net asset value per share of each Portfolio is calculated as of the
close of the NYSE by dividing the total market value of the Portfolio's
investments in the Master Fund and other assets, less any liabilities, by the
total outstanding shares of the Portfolio. The net asset value per share of each
corresponding Master Fund is calculated
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as of the close of the NYSE by dividing the total market value of the Master
Fund's investments and other assets, less any liabilities, by the total
outstanding shares of the Master Fund. The value of the shares of the Portfolios
will fluctuate in relation to the investment experience of the Master Funds in
which such Portfolios invest. Securities held by 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. If there is no such
reported sale, such securities are valued at the mean between the most recent
quoted bid and asked prices. Price information on listed securities is taken
from the exchange where the security is primarily traded. 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.
Provided that the transfer agent has received the investor's Account
Registration Form in good order and the custodian has received the investor's
payment, shares of the Portfolio selected will be priced at the public offering
price calculated next after receipt of the investor's funds by the custodian.
The transfer agent or the Fund may from time to time appoint a sub-transfer
agent for the receipt of purchase orders and funds from certain investors. With
respect to such investors, the shares of the Portfolio selected will be priced
at the public offering price calculated after receipt of the purchase order by
the sub-transfer agent. The only difference, between a normal purchase and a
purchase through a sub-transfer agent is that if the investor buys shares
through a sub-transfer agent, the purchase price will be the public offering
price next calculated after the sub-transfer agent receives the order, rather
than on the day the custodian receives the investor's payment (provided that the
sub-transfer agent has received the investor's purchase order in good order).
PUBLIC OFFERING PRICE
Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolios is minimal and, therefore,
the shares of the Portfolios are currently sold at net asset value, without
imposition of a fee that would be used to reimburse a Portfolio for such cost
("reimbursement fee"). Reimbursement fees may be charged prospectively from time
to time based upon the future experience of the Portfolios and their
corresponding Master Funds. Any such charges will be described in the
prospectus.
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.
Attn: Client Operations
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
The minimum amount for an exchange is $100,000.00. 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 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 the portfolios of Dimensional Investment Group
Inc.
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The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Portfolios or otherwise adversely affect the Fund, any
proposed exchange will be subject to the approval of the Advisor. Such approval
will depend on: (i) the size of the proposed exchange; (ii) the prior number of
exchanges by that shareholder; (iii) the nature of the underlying securities and
the cash position of the Portfolios involved in the proposed exchange; (iv) the
transaction costs involved in processing the exchange; and (v) the total number
of redemptions by exchange already made out of a Portfolio. 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, plus any applicable
reimbursement fee on purchases by exchange. "Good order" means a completed
letter of instruction specifying the dollar amount to be exchanged, signed by
all registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, 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 the
shares of the Portfolio being acquired are registered in the investor's state of
residence.
There is no fee imposed on an exchange. However, the Fund reserves the
right to impose an administrative fee in order to cover the costs incurred in
processing an exchange. Any such fee will be disclosed in the prospectus. An
exchange is treated as a redemption and a purchase. Therefore, an investor could
realize a taxable gain or a loss on the transaction. The Fund reserves the right
to revise or terminate the exchange privilege, waive the minimum amount
requirement, limit the amount of or reject any exchange, as deemed necessary, at
any time.
REDEMPTION OF SHARES
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 after receipt of a written request for
redemption in good order, by 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 but not limited to: the stock
certificate(s), if issued; a letter of instruction or a stock assignment
specifying the number of shares or dollar amount to be redeemed, signed by all
registered owners (or authorized representatives thereof) of the shares; and, if
the Fund does not have on file the authorized signatures for the account, 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 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 Fund reserves the right
to send redemption proceeds by check in its discretion. A shareholder may
request overnight delivery of such check at the shareholder's own expense. If
the proceeds are wired to the shareholder's account at a bank which is not a
member of the Federal Reserve System, there could be a delay in crediting the
funds to the shareholder's bank account. The Fund reserves the right at any time
to suspend or terminate the redemption by wire procedure after prior
notification to shareholders. No 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
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<PAGE>
investments. (See "PURCHASE OF SHARES.")
Although the redemption payments will ordinarily be made within seven days
after receipt, payment to investors redeeming shares which were purchased by
check will not be made until the Fund can verify that the payments for the
purchase have been, or will be collected, which may take up to fifteen days or
more. Investors may avoid this delay by submitting a certified check along with
the purchase order.
REDEMPTION OF SMALL ACCOUNTS
With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific Portfolio is $500
or less, whether because of redemptions, a decline in the Portfolio's net asset
value per share or any other reason. Before the Fund involuntarily redeems
shares from such an account and sends the proceeds to the shareholder, the Fund
will give written notice of the redemption to the shareholder at least sixty
days in advance of the redemption date. The shareholder 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 shareholder for shares redeemed by the Fund under this right will be the
aggregate net asset value of the shares in the account at the close of business
on the redemption date.
IN-KIND REDEMPTIONS
When in the best interests of a Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Master Fund in lieu of cash. The
Portfolios and Master Funds are also 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. 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
when selling securities that were received in payment of redemptions.
THE MASTER-FEEDER STRUCTURE
Other institutional investors, including other mutual funds, may invest in
each Master Fund. The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolios. Please contact The DFA
Investment Trust Company at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401, (310) 395-8005 for information about the availability of investing in a
Master Fund other than through a Portfolio.
The aggregate amount of expenses for a 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 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 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 Portfolio,
will pay its proportionate share of the expenses of that Master Fund.
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 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
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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 Portfolio could have effective voting control
over the operation of the Master Fund.
If the Board of Directors of the Fund determines that it is in the best
interest of a Portfolio, the 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 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 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.
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SERVICE PROVIDERS
- --------------------------------------------------------------------------------
INVESTMENT ADVISOR CUSTODIAN
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
- --------------------------------------------------------------------------------
ACCOUNTING SERVICES, DIVIDEND DISBURSING LEGAL COUNSEL
AND TRANSFER AGENT STRADLEY, RONON, STEVENS & YOUNG, LLP
PFPC INC. 2600 One Commerce Square
400 Bellevue Parkway Philadelphia, PA 19103-7098
Wilmington, DE 19809
- --------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
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OTHER AVAILABLE INFORMATION
You can find more information about the Fund and the Portfolios in the Fund's
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 and Master
Funds in their last fiscal year. The Portfolios and Master Funds are new so the
reports do not yet include any information about them.
REQUEST DOCUMENTS FROM:
- - Access them on our website at www.dfafunds.com.
- - If 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
DFA INVESTMENT DIMENSIONS GROUP INC. -- REGISTRATION NO. 811-3258
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<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA 90401
TELEPHONE: (310) 395-8005
STATEMENT OF ADDITIONAL INFORMATION
AUGUST __, 2000
DFA Investment Dimensions Group Inc. (the "Fund") is an open-end
management investment company that offers forty-three series of shares. This
statement of additional information ("SAI") relates to five series of the Fund
(individually, a "Portfolio" and collectively, the "Portfolios"):
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIOS
Dividend-Managed U.S. Marketwide Value Portfolio
Dividend-Managed U.S. Marketwide Value Complement Portfolio
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIOS
Dividend-Managed U.S. Large Company Portfolio
Dividend-Managed U.S. Large Company Portfolio V
Dividend-Managed U.S. Large Company Complement Portfolio
This statement of additional information is not a prospectus but should
be read in conjunction with the Portfolios' prospectus dated August __, 2000, as
amended from time to time. The prospectus and the annual report can be obtained
by writing to the above address or by calling the above telephone number. The
Portfolios are new so no financial information is shown for them in the Fund's
annual report for the fiscal year ended November 30, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PORTFOLIO CHARACTERISTICS AND POLICIES........................................3
BROKERAGE COMMISSIONS.........................................................3
INVESTMENT LIMITATIONS........................................................4
FUTURES CONTRACTS.............................................................5
CASH MANAGEMENT PRACTICES.....................................................6
DIRECTORS AND OFFICERS........................................................6
SERVICES TO THE FUND..........................................................8
ADVISORY FEES.................................................................9
GENERAL INFORMATION..........................................................10
CODES OF ETHICS..............................................................10
SHAREHOLDER RIGHTS...........................................................10
PRINCIPAL HOLDERS OF SECURITIES..............................................10
PURCHASE OF SHARES...........................................................11
REDEMPTION AND TRANSFER OF SHARES............................................11
TAXATION OF THE PORTFOLIOS...................................................11
CALCULATION OF PERFORMANCE DATA..............................................13
FINANCIAL STATEMENTS.........................................................14
</TABLE>
2
<PAGE>
PORTFOLIO CHARACTERISTICS AND POLICIES
Each of the Portfolios 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"). The series of the Trust are referred to
as the "Master Funds." Dimensional Fund Advisors Inc. (the "Advisor") serves as
investment advisor to each of the Master Funds and provides administrative
services to the Portfolios. 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 Master Funds and the Portfolios, through their investment in the
Master Funds.
Each of the Portfolios and the Master Funds are diversified under the
federal securities laws and regulations.
Because the structures of the Master Funds are based on the relative
market capitalizations of eligible holdings, it is possible that the Master
Funds might include at least 5% of the outstanding voting securities of one or
more issuers. In such circumstances, the Master Fund 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 Master
Funds and the anticipated amount of a Master Fund's assets intended to be
invested in such securities, management does not anticipate that a Master Fund
will include as much as 5% of the voting securities of any issuer.
The Portfolios and Master Funds are new as of the date of this SAI, so no
financial information is shown for them.
BROKERAGE COMMISSIONS
Portfolio transactions will be placed with a view to receiving the best
price and execution. In addition, the Advisor 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. Brokers will be selected with these goals in view.
The Advisor monitors the performance of brokers which effect transactions for
the Master Funds 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 Master Funds to their brokers to ascertain that
they are competitive with those charged by other brokers for similar services.
Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.
The over-the-counter market ("OTC") companies eligible for purchase by
each Master Fund 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 dealers 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 sometimes
to trade larger blocks than would be possible by going through a single market
maker.
The Advisor places buy and sell orders on Instinet when the Advisor
determines that the securities may not be available from other sources at a more
favorable price. 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, a Master Fund, 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 Master Funds can effect
transactions at the best available prices. The Advisor may place trades with
systems similar to that offered by Instinet which may be available in the
future.
3
<PAGE>
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 Fund.
Research services furnished by brokers through whom securities transactions are
effected may be used by the Advisor in servicing all of its accounts and not all
such services may be used by the Advisor with respect to the Master Funds.
Subject to obtaining best price and execution, transactions may be placed with
brokers that have assisted in the sale of the Portfolios' shares.
A Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the corresponding Master Fund,
except if the Portfolio receives securities from the Master Fund to satisfy the
Portfolio's redemption request.
INVESTMENT LIMITATIONS
Each of the Portfolios and Master Funds has adopted certain limitations
which may not be changed without the approval of the holders of a majority of
its outstanding voting securities. A "majority" is defined as the lesser of: (1)
at least 67% of the voting securities of the Portfolio or Master Fund (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 or Master Fund
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Portfolio or Master Fund.
The Portfolios and Master Funds will not:
(1) invest in commodities or real estate, including limited
partnership interests therein, although they may purchase
and sell securities of companies which deal in real estate
and securities which are secured by interests in real
estate, and may purchase or sell financial futures
contracts and options thereon;
(2) make loans of cash, except through the acquisition of
repurchase agreements and obligations customarily purchased
by institutional investors;
(3) as to 75% of the total assets of a Portfolio or Master
Fund, invest in the securities of any issuer (except
obligations of the U.S. Government and its agencies and
instrumentalities or shares of an investment company) if,
as a result, more than 5% of the Portfolio's or Master
Fund's total assets, at market, would be invested in the
securities of such issuer;
(4) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event,
in excess of 33% of its net assets; or pledge in excess of
33% of such assets to secure such loans;
(5) engage in the business of underwriting securities issued by
others;
(6) 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 or Master Fund's total assets would be
invested in securities of companies within such industry;
(7) purchase securities on margin; or
(8) 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) and (6) above do not prohibit
each Portfolio from investing all or substantially all of its assets in the
shares of another registered, open-end investment company, such as one of the
Master Funds. The investment limitations of each Master Fund are the same as
those of the corresponding Portfolio.
4
<PAGE>
The investment limitations described in (1), (4) and (7) above do not
prohibit each Portfolio or Master Fund that may purchase or sell financial
futures contracts and options thereon from making margin deposits to the extent
permitted under applicable regulations. The investment limitation described in
(5) above does not prohibit each Portfolio or Master Fund from acquiring private
placements to the extent permitted under applicable regulations.
Although (2) above prohibits cash loans, the Portfolios and Master Funds
are authorized to lend portfolio securities. Inasmuch as the Portfolios will
only hold shares of a corresponding Master Fund, the Portfolios do not intend to
lend those shares.
Although not a fundamental policy subject to shareholder approval, the
Portfolios and Master Funds do not intend to invest more than 15% of their net
assets in illiquid securities. Further, pursuant to Rule 144A under the
Securities Act of 1933, the Portfolios and Master Funds may purchase certain
unregistered (i.e. restricted) securities upon a determination that a liquid
institutional market exists for the securities. If it is decided that a liquid
market does exist, the securities will not be subject to the 15% limitation on
holdings of illiquid securities. While maintaining oversight, the Fund's Board
of Directors and the Trust's Board of Trustees have 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 Boards and the Advisor will
continue to monitor the liquidity of Rule 144A securities.
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 applicable Portfolio or Master Fund owns, and does
not include assets which the Portfolio or Master Fund does not own but over
which it has 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 a
Portfolio's or Master Fund's investments apply only at the time that a
transaction is undertaken. Any subsequent change in the percentage of a
Portfolio's or Master Fund's 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 close out the investment without undue market or
tax consequences.
FUTURES CONTRACTS
The Master Funds may enter into futures contracts and options on futures
contracts for the purpose of remaining fully invested and to maintain liquidity
to pay redemptions.
Futures contracts provide for the future sale by one party and purchase
by another party of a specified amount of defined securities at a specified
future time and at a specified price. Futures contracts which are standardized
as to maturity date and underlying financial instrument are traded on national
futures exchanges. The Master Funds will be required to make a margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain positions in futures contracts. Minimal initial margin requirements are
established by the futures exchange, and brokers may establish margin
requirements which are higher than the exchange requirements. After a futures
contract position is opened, the value of the contract is marked to market
daily. If the futures contract price changes, to the extent that the margin on
deposit does not satisfy margin requirements, payment of additional "variation"
margin will be required. Conversely, reduction in the contract value may reduce
the required margin resulting in a repayment of excess margin to the Master
Fund. Variation margin payments are made to and from the futures broker for as
long as the contract remains open. The Master Funds expect to earn income on
their margin deposits. To the extent that a Master Fund invests in futures
contracts and options thereon for other than bona fide hedging purposes, no
Master Fund 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 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-
5
<PAGE>
the-money amount may be excluded in calculating the 5%. Pursuant to published
positions of the Securities and Exchange Commission (the "Commission"), each
Master Fund may be required to maintain segregated accounts consisting of liquid
assets, (or, as permitted under 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, a Master Fund would continue to be
required to make variation margin deposits. In such circumstances, if the 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
The 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.
All the Portfolios and Master Funds may invest cash in short-term repurchase
agreements and index futures contracts and options thereon. In addition, the
Master Funds in which the Dividend-Managed U.S. Marketwide Value Portfolios
invest may invest up to 20% of their assets in high quality, highly liquid fixed
income securities, such as money market instruments. The Master Funds in which
the Dividend-Managed U.S. Large Company Portfolios invest may invest a portion
of their assets, generally not more than 5% of net assets, in short-term
fixed-income obligations. 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.
DIRECTORS AND OFFICERS
The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund. Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust. The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolios and the Master Funds.
The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are 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. Chairman and Director, Dimensional Fund Advisors Ltd.
Director, SA Funds (registered investment company) and Assante Corporation
(investment management).
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. President, Cardean University (Division of UNext.com).
Trustee, The DFA Investment Trust Company (registered investment company).
Director, DFA Investment Dimensions Group Inc., Dimensional Investment Group
Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor Investment
Advisors. Member of the Boards of Milwaukee Mutual Insurance Company and
6
<PAGE>
UNext.com. Principal and Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting). Formerly, Trustee, First Prairie Funds
(registered investment company).
Roger G. Ibbotson, (5/27/43), Director, New Haven, CT. Professor in
Practice of Finance, Yale School of Management. Trustee, The DFA Investment
Trust Company. Director, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and BIRR
Portfolio Analysis, Inc. (software products). Chairman, Ibbotson Associates,
Inc., Chicago, IL (software, data, publishing and consulting). Formerly,
Director, Hospital Fund, Inc. (investment management services).
Merton H. Miller, (5/16/23), Director, Chicago, IL. Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago. Trustee, The DFA Investment Trust Company. Director, DFA
Investment Dimensions Group Inc., Dimensional Investment Group Inc. and
Dimensional Emerging Markets Value Fund Inc. and Public Director, Chicago
Mercantile Exchange.
Myron S. Scholes, (7/1/41), Director, Menlo Park, CA. Frank E. Buck
Professor Emeritus of Finance, Stanford University. Trustee, The DFA Investment
Trust Company. Director, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and American
Century (Mountain View) Investment Companies. Partner, Oak Hill Capital
Management. Formerly, Limited Partner, Long-Term Capital Management L.P. (money
manager) and Consultant, Arbor Investors.
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 Fund.
OFFICERS
Each of the officers listed below holds the same office (except as
otherwise noted) in the following entities: Dimensional Fund Advisors Inc.,
DFA Securities Inc., DFA Australia Limited, Dimensional Investment Group
Inc., The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc. Unless otherwise noted the
Officers have held their stated positions for at least the last five years.
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.
Jim Davis, (11/29/56), Vice President, Santa Monica, CA. Formerly, Kansas
State University from 1994-1999.
Robert Deere, (10/8/57), Vice President, Santa Monica, CA.
Irene R. Diamant, (7/16/50), Vice President and Assistant Secretary
(Assistant Secretary for all entities other than Dimensional Fund Advisors
Ltd.), Santa Monica, CA.
Richard Eustice, (8/5/65), Vice President and Assistant Secretary
(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.
7
<PAGE>
Judith Jonas, (11/27/55), Vice President, Santa Monica, CA. Vice
President, Wells Fargo Bank, N.A. from 1989-1990. Vice President, Demko Baer &
Associates, 1991.
Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA. Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.
Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.
Catherine L. Newell, (5/7/64), Vice President and Secretary (Secretary
for all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989 to 1996.
David Plecha, (10/26/61), Vice President, Santa Monica, CA.
George Sands, (2/8/56), Vice President, Santa Monica, CA.
Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.
Jeanne C. Sinquefield, Ph.D., # (12/2/46), Executive Vice President,
Santa Monica, CA.
Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.
Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. Vice
President, Director of Research, LPL Financial Services, Inc., Boston, MA from
1987 to 1994.
# Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
Directors and officers as a group own less than 1% of each Portfolio's
outstanding stock.
Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1999 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation From Fund
Director From the Fund and Fund Complex *
- -------- ------------- ----------------
<S> <C> <C>
George M. Constantinides.................................. $13,715 $35,000
John P. Gould............................................. $13,715 $35,000
Roger G. Ibbotson......................................... $13,715 $35,000
Merton H. Miller.......................................... $10,396 $28,000
Myron S. Scholes.......................................... $13,396 $34,000
</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 or trustees.
SERVICES TO THE FUND
ADMINISTRATIVE SERVICES--THE PORTFOLIOS
The Fund has entered into an administration agreement with the Advisor,
on behalf of each 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
8
<PAGE>
administrative services for the benefit of the Portfolio as the Board of
Directors may reasonably request. For its administrative services, each
Portfolio pays the Advisor a monthly fee equal to one-twelfth of the percentage
of its average net assets listed below:
<TABLE>
<S> <C>
Dividend-Managed U.S. Marketwide Value Portfolio.............. 0.20%
Dividend-Managed U.S. Marketwide Value Complement Portfolio... 0.20%
Dividend-Managed U.S. Large Company Portfolio................. 0.10%
Dividend-Managed U.S. Large Company Portfolio V............... 0.10%
Dividend-Managed U.S. Large Company Complement Portfolio...... 0.10%
</TABLE>
The Portfolios are new as of the date of this SAI, so they have not yet paid
administrative fees.
ADMINISTRATIVE SERVICES--ALL PORTFOLIOS AND MASTER FUNDS
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 Board of Directors of the Fund,
and include day-to-day keeping and maintenance of certain records, calculation
of the offering price of the shares, preparation of reports, liaison with its
custodian, 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:
The Portfolios are feeder portfolios. PFPC 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 feeder portfolios based on the relative net assets of the feeder
portfolios.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V
These Portfolios invest in Master Funds taxed as partnerships. PFPC charges
$2,600 per month multiplied by the number of feeder portfolios investing in a
Master Fund taxed as a partnership.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO
These Portfolios invest in Master Funds taxed as partnerships. PFPC charges
$1,000 per month multiplied by the number of feeder portfolios investing in
each Master Fund taxed as a partnership.
CUSTODIAN
PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for all of the Portfolios and Master Funds. The Custodian
maintains a separate account or accounts for the Portfolios and the Master
Funds; receives, holds and releases portfolio securities on account of the
Master Funds; makes receipts and disbursements of money on behalf of the
Portfolios and the Master Funds; and collects and receives income and other
payments and distributions on account of the Master Funds' portfolio securities.
DISTRIBUTOR
The Fund acts as distributor of the Portfolios' shares. The Fund has,
however, entered into an agreement with DFA Securities Inc., a wholly owned
subsidiary of the Advisor, pursuant to which DFA Securities Inc. is responsible
for supervising the sale of each series of shares. No compensation is paid by
the Fund to DFA Securities Inc. under this agreement.
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the
Fund. Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.
INDEPENDENT ACCOUNTANTS
______________ are the independent accountants to the Fund and audit the
financial statements of the Fund and the Trust. Their address is ______________.
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 Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund. The Master Funds are new as
of the date of this SAI, so they have not yet paid management fees.
9
<PAGE>
GENERAL INFORMATION
The Fund was incorporated under Maryland law on June 15, 1981. Until June
1983, the Fund was named DFA Small Company Fund Inc. The Portfolios described in
this SAI have not commenced operations as of the date of this SAI.
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.
CODES OF ETHICS
The Fund and the Trust have adopted a revised Code of Ethics, under
Rule 17j-1 of the 1940 Act, for certain access persons of the Portfolios and
Master Funds. In addition, the Advisor has adopted a revised Code of Ethics. The
Codes are designed to ensure that access persons act in the interest of the
Portfolios and Master Funds, and their shareholders with respect to any personal
trading of securities. Under the Codes, access persons are generally prohibited
from knowingly buying or selling securities (except for mutual funds, U.S.
government securities and money market instruments) which are being purchased,
sold or considered for purchase or sale by a Portfolio or Master Fund unless
their proposed purchases are approved in advance. The Codes also contain certain
reporting requirements and securities trading clearance procedures.
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 the 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 Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law. The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting. Such meeting may be called to consider any
matter, including the removal of one or more directors. Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.
Whenever a Portfolio, as an investor in its corresponding Master Fund, is
asked to vote on a shareholder proposal, the Fund will solicit voting
instructions from the Portfolio's shareholders with respect to the proposal. The
Directors of the Fund will then vote the Portfolio's shares in the Master Fund
in accordance with the voting instructions received from the Portfolio's
shareholders. The Directors of the Fund will vote shares of the Portfolio for
which they receive no voting instructions in accordance with their best
judgment. If a majority shareholder of a Master Fund becomes bankrupt, 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
The Portfolios are new so there are not yet any public shareholders of
their shares. Shareholder inquiries may be made by writing or calling the Fund
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.
10
<PAGE>
PURCHASE OF SHARES
The following information supplements the information set forth in the
prospectus under the caption "PURCHASE OF SHARES."
The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve System is closed. However, no purchases by wire may be made on
any day that the Federal Reserve System is closed. The Fund will generally be
closed on days that the NYSE is closed. The NYSE is scheduled to be open Monday
through Friday throughout the year except for days closed to recognize New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. The Federal
Reserve System is closed on the same days as the NYSE, except that 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 Fund is closed.
The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of any or all Portfolios or reject purchase orders when, in
the judgment of management, such suspension or rejection is in the best interest
of the Fund or a Portfolio. 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.
REDEMPTION AND TRANSFER OF SHARES
The following information supplements the information set forth in the
prospectus under the caption "REDEMPTION OF SHARES."
The Fund may suspend redemption privileges or postpone the date of
payment: (1) during any period when the NYSE is closed, or trading on the NYSE
is restricted as determined by the Commission, (2) during any period when an
emergency exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for the Fund to dispose of securities owned by
it, or fairly to determine the value of its assets, and (3) for such other
periods as the Commission may permit.
Shareholders may transfer shares of any Portfolio to another person by
making a written request 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.
The signature on the letter of request 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 your investment in the Portfolio's is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser. The tax consequences below may be affected by
special rules because the Master Funds are taxable as a partnership.
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.
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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.
EXCISE TAX DISTRIBUTION REQUIREMENT
The Code requires a Portfolio to distribute at least 98% of its taxable
ordinary income earned during the 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.
DIVIDENDS RECEIVED DEDUCTION
With respect to dividends that are received, the Master Funds 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. Dividends from net investment income may 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 or Master Fund.
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.
12
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COMPLEX SECURITIES
A Master Fund may invest in complex securities and such investments may
be subject to special and complicated tax rules. These rules could affect
whether gains or losses recognized by a Master Fund are treated as ordinary
income or capital gain, accelerate the recognition of income to the Master Fund,
defer a Master Fund's ability to recognize losses, and, in limited cases,
subject the 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.
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 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. 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.
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
required by the Commission, the Portfolios and Master Funds may disseminate
other performance data and may advertise total return calculated on a monthly
basis.
n
P(1 + T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one-, five-, and
ten-year periods at the end of the one-, five-, and
ten-year periods (or fractional portion thereof).
The Portfolios and Master Funds 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
13
<PAGE>
investment advisors. Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses. The performance of the
Portfolios and Master Funds 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 Master Funds or to the Advisor, should be considered in light of a
Portfolio's investment objectives and policies, characteristics and the quality
of the portfolio and market conditions during the time period indicated and
should not be considered to be representative of what may be achieved in the
future.
FINANCIAL STATEMENTS
______________________________, are the independent accountants to the
Fund and the Trust. They audit the Fund's and the Trust's financial statements.
Because the Portfolios and Master Funds are new, the annual reports of the Fund
and the Trust for the fiscal year ended November 30, 1999 do not contain any
data regarding the Portfolios and Master Funds.
14
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DFA INVESTMENT DIMENSIONS GROUP INC. (57/58)
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.
(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.
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(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 the
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 the
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 the
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;
* 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 the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(10) Articles Supplementary as filed with the Maryland Secretary
of State on September 13, 1999 re: the addition of the:
* Tax-Managed U.S. Marketwide Value Portfolio X;
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio X; and
* Tax-Managed DFA International Value Portfolio X
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
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(11) Form of Articles Supplementary re: the addition of:
* Dividend-Managed U.S. Large Company Portfolio
* Dividend-Managed U.S. Large Company Portfolio V
* Dividend-Managed U.S. Large Company Complement
Portfolio
* Dividend-Managed U.S. Marketwide Value Portfolio
* Dividend-Managed U.S. Marketwide Value Complement
Portfolio
FORM OF IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT
EX-99.a.11. AS FILED WITH MARYLAND SECRETARY OF STATE TO
BE FILED BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(b) By-Laws.
Form of By-Laws of the Registrant.
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.b.
(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.
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.
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(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 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.
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<PAGE>
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:
* 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.
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<PAGE>
(13) Investment Advisory Agreement between the Registrant
and DFA dated December 7, 1998. re: the:
* Tax-Managed U.S. 5-10 Value Portfolio;
* Tax-Managed U.S. 6-10 Small Company
Portfolio; and
* Tax-Managed DFA International Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(14) Investment Advisory Agreement between the Registrant
and DFA dated September 13, 1999 re: the:
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio
X; and
* Tax-Managed DFA International Value Portfolio
X
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
(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) Consultant Services Agreement between DFA and DFA
Australia Ltd. (formerly DFA Australia Pty Limited)
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
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<PAGE>
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
(4) Consultant Services Agreement between DFA and
Dimensional Fund Advisors Ltd.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
(e) Underwriting Contracts.
(1) Agreement between the Registrant and DFA Securities Inc.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 48/49 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.
(f) Bonus or Profit Sharing Plans.
Not Applicable.
(g) Custodian Agreements.
(1) Form of Custodian Services Agreement between the
Registrant and PNC Bank, N.A. (formerly Provident
National Bank) dated February 8, 1996 re: the:
* Enhanced U.S. Large Company Portfolio;
* DFA Two-Year Corporate Fixed Income Portfolio; and
* DFA Two-Year Government Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 37/38 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.
(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
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<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) Addendum Number Two re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio
X;
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio
X; and
* Tax-Managed DFA International Value Portfolio
X
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
c) Form of Addendum Number Three re: the addition of:
Dividend-Managed U.S. Large Company Portfolio
* Dividend-Managed U.S. Large Company Portfolio
V
* Dividend-Managed U.S. Large Company
Complement Portfolio
* Dividend-Managed U.S. Marketwide Value
Portfolio
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.g.3.
(h) Other Material Contracts.
(1) Transfer Agency Agreement.
Transfer Agency Agreement between the Registrant and PFPC
Inc. (formerly Provident Financial Processing Corporation).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 48/49 to the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.
a) Addendum Number One
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
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b) Addendum Number Two re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio
X;
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio
X; and
* Tax-Managed DFA international Value Portfolio
X
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: September 13, 1999.
c) Form of Addendum Number Three re: the addition of:
* Dividend-Managed U.S. Large Company Portfolio
* Dividend-Managed U.S. Large Company Portfolio
V
* Dividend-Managed U.S. Large Company
Complement Portfolio
* Dividend-Managed U.S. Marketwide Value
Portfolio
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.1.
(2) Administration and Accounting Agreement
Administration and Accounting Services Agreement between
the Registrant and PFPC.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 48/49 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.
a) Addendum Number One
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
b) Addendum Number Two re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio
X;
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio
X; and
* Tax-Managed DFA International Value Portfolio
X
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
C-9
<PAGE>
Filing Date: September 13, 1999.
c) Form of Addendum Number Three re: the addition of:
* Dividend-Managed U.S. Large Company Portfolio
* Dividend-Managed U.S. Large Company Portfolio
V
* Dividend-Managed U.S. Large Company
Complement Portfolio
* Dividend-Managed U.S. Marketwide Value
Portfolio
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.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.
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.
C-10
<PAGE>
(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
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
C-11
<PAGE>
Portfolio; formerly the Reinhardt Werba Bowen
International Large Stock Portfolio)
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(11) Dated March 30, 1994 re:
* Emerging Markets Portfolios
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(12) Dated February 8, 1996 re: the:
* Enhanced U.S. Large Company Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(13) Dated February 8, 1996 re: the:
* DFA Two-Year Corporate Fixed Income Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(14) Dated February 8, 1996 re: the
* DFA Two-Year Global Fixed Income Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
(15) Dated February 8, 1996 re: the:
* DFA Two-Year Government Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 50/51 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.
C-12
<PAGE>
(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.
(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.
C-13
<PAGE>
(22) Dated September 13, 1999 re: the:
* Tax-Managed U.S. Marketwide Value Portfolio X
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 55/56 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.
(23) Form of Administration Agreement re: the:
* Dividend-Managed U.S. Large Company Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.3.
(24) Form of Administration Agreement re: the:
* Dividend-Managed U.S. Large Company
Portfolio V
ELECTRONICALLY FILED HEREWITH AS EXHIBIT
EX-99.h.3.
(25) Form of Administration Agreement re: the:
* Dividend-Managed U.S. Large Company
Complement Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.3.
(26) Form of Administration Agreement re: the:
* Dividend-Managed U.S. Marketwide Value
Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.3.
(27) Form of Administration Agreement re: the:
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.3.
(4) Other.
(a) Marketing Agreement dated June 29, 1994 between DFA
and National Home Life Assurance Company.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33/34 to
the Registrant's Registration Statement
on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.
(b) Participation Agreement between DFA Investment
Dimensions Group, Inc., DFA, DFA Securities, Inc.
and National Home Life Assurance Company.
C-14
<PAGE>
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.
(1) Opinion of Stradley, Ronon, Stevens & Young, LLP.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 56/57 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 22, 2000.
(2) Opinion of Stradley, Ronon, Stevens & Young, LLP.
TO BE FILED BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(j) Other Opinions.
Consent of PricewaterhouseCoopers LLP.
TO BE FILED BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(k) Omitted Financial Statements.
Not applicable.
(l) Initial Capital Agreements.
Subscription Agreement under Section 14(a)(3) of the
Investment Company Act of 1940.
Previously filed with this registration statement and
incorporated herein by reference.
(m) Rule 12b-1 Plans.
Not Applicable
(n) Plans pursuant to Rule 18f-3.
Not Applicable.
(o) Powers-of-Attorney.
C-15
<PAGE>
(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.
File 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 on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 21, 1996.
(3) Powers-of-Attorney appointing David G. Booth, Rex A.
Sinquefield, Michael T. Scardina, Irene R. Diamant,
Catherine L. Newell and Stephen W. Kline as
attorney-in-fact for Registrant, DFA/ITC and
Dimensional Emerging Markets Value Fund Inc.
(formerly, Dimensional Emerging Markets Fund Inc.)
each dated July 18, 1997.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 56/57 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 22, 2000.
(p) Codes of Ethics.
(1) Code of Ethics of Registrant.
ELECTRONICALLY FILED HEREWITH
AS EXHIBIT EX-99.p.1.
(2) Code of Ethics of Advisor.
ELECTRONICALLY FILED HEREWITH
AS EXHIBIT EX-99.p.2.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND. None.
ITEM 25. INDEMNIFICATION.
C-16
<PAGE>
Reference is made to Section 1 of Article XI of the Registrant's By-Laws
(as approved through 10/17/96), incorporated herein by reference, which
provides for indemnification, as set forth below.
With respect to the indemnification of the Officers and Directors
of the Corporation:
(a) The Corporation shall indemnify each officer and Director
made party to a proceeding, by reason of service in such
capacity, to the fullest extent, and in the manner
provided, under Section 2-418 of the Maryland General
Corporation Law: (i) unless it is proved that the person
seeking indemnification did not meet the standard of
conduct set forth in subsection (b)(1) of such section; and
(ii) provided, that the Corporation shall not indemnify any
officer or Director for any liability to the Corporation or
its security holders arising from the willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each
Officer and Director against reasonable expenses incurred
in connection with the successful defense of any proceeding
to which such officer or Director is a party by reason of
service in such capacity.
(c) The Corporation, in the manner and to the extent provided
by applicable law, shall advance to each officer and
Director who is made party to a proceeding by reason of
service in such capacity the reasonable expenses incurred
by such person in connection therewith.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
(a) Dimensional Fund Advisors Inc., with a principal place of
business located at 1299 Ocean Drive, 11th Floor, Santa
Monica, CA 90401, the investment manager for the
Registrant, is also the investment manager for three other
registered open-end investment companies, The DFA
Investment Trust Company, Dimensional Emerging Markets
Value Fund 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
C-17
<PAGE>
Commission (File No. 801-16283), which is incorporated
herein by reference and sets forth the officers and
directors of the Advisor and information as to any
business, profession, vocation or employment or a
substantial nature engaged in by those officers and
directors during the past two years.
(b) The Sub-Advisor for the VA International Small Portfolio of
the Registrant is Dimensional Fund Advisors Ltd. ("DFAL").
DFAL has its principal place of business is 14 Berkeley
Street, London W1X 5AD, England.
(c) The Sub-Advisor for the VA International Small Portfolio of
the Registrant is DFA Australia Limited ("DFA Australia").
DFA has its principal placed of business is Suite 4403
Gateway, 1 MacQuarie Place, Sydney, New South Wales 2000,
Australia.
ITEM 27. PRINCIPAL UNDERWRITERS.
Names of investment companies for which the Registrant's principal
underwriter also acts as principal underwriter.
(a) Not applicable.
(b) Registrant distributes its own shares. It has entered into
an agreement with DFA Securities Inc. dated March 31, 1989,
which provides that DFA Securities Inc., 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401, will supervise the sale
of Registrant's shares.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the office
of the Registrant and at additional locations, as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
DFA Investment Dimensions Group Inc. 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
PFPC Inc. 400 Bellevue Parkway,
Wilmington, DE 19809
</TABLE>
ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 30. UNDERTAKINGS.
Not Applicable.
C-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused Post-Effective Amendment No.
57/58 to 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 ___ day of May, 2000.
DFA INVESTMENT DIMENSIONS GROUP INC.
(Registrant)
By: David G. Booth*
David G. Booth, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 57/58 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and May __, 2000
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and May __, 2000
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial May __, 2000
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director May __, 2000
George M. Constantinides
John P. Gould* Director May __, 2000
John P. Gould
Roger G. Ibbotson* Director May __, 2000
Roger G. Ibbotson
Merton H. Miller* Director May __, 2000
Merton H. Miller
Myron S. Scholes* Director May __, 2000
Myron S. Scholes
</TABLE>
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
C-19
<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 ____ day of May, 2000.
DFA INVESTMENT DIMENSIONS GROUP INC.
(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 Post-Effective Amendment No. 57/58 to the
Registration Statement of DFA Investment Dimensions Group Inc. on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and May __, 2000
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and May __, 2000
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial May __, 2000
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director May __, 2000
George M. Constantinides
John P. Gould* Director May __, 2000
John P. Gould
Roger G. Ibbotson* Director May __, 2000
Roger G. Ibbotson
Merton H. Miller* Director May __, 2000
Merton H. Miller
Myron S. Scholes* Director May __, 2000
Myron S. Scholes
</TABLE>
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
C-20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
N-1A Exhibit No. EDGAR Exhibit No. Description
- ---------------- ----------------- -----------
<S> <C> <C>
23(a)(11) EX-99.a.1 Articles Supplementary
23(g)(3)(c) EX-99.g.3 Addendum Number Three to Custodian Agreement
23(h)(1)(c) EX-99.h.1 Addendum Number Three to Transfer Agency Agreement
23(h)(2)(c) EX-99.h.2 Addendum Number Three to Administration and Accounting
Agreement
23(h)(3)(23) EX-99.h.3 Administration Agreement
23(h)(3)(24) EX-99.h.3 Administration Agreement
23(h)(3)(25) EX-99.h.3 Administration Agreement
23(h)(3)(26) EX-99.h.3 Administration Agreement
23(h)(3)(27) EX-99.h.3 Administration Agreement
23(p)(1) EX-99.p.1 Code of Ethics of Registrant
23(p)(2) EX-99.p.2 Code of Ethics of Advisor
</TABLE>
C-22
<PAGE>
EXHIBIT NO. EX-99.a.1
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-eight existing classes is as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
The U.S. Large Company Portfolio Shares 200,000,000
The U.S. 9-10 Small Company 300,000,000
Portfolio Shares
The DFA One-Year Fixed Income 300,000,000
Portfolio Shares
The DFA Five-Year Government 100,000,000
Portfolio Shares
The United Kingdom Small Company 20,000,000
Portfolio Shares
The Japanese Small Company Portfolio Shares 50,000,000
The Continental Small Company 50,000,000
Portfolio Shares
The DFA Intermediate Government Fixed 100,000,000
Income Portfolio Shares
The DFA Five-Year Global Fixed Income 100,000,000
Portfolio Shares
The Pacific Rim Small Company 50,000,000
Portfolio Shares
The Large Cap International Portfolio Shares 150,000,000
The U.S. 6-10 Small Company 100,000,000
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
Portfolio Shares
The U.S. 6-10 Value Portfolio Shares 300,000,000
The U.S. Large Cap Value Portfolio Shares 200,000,000
The DFA Real Estate Securities Portfolio 100,000,000
Shares
RWB/DFA International High Book to Market 100,000,000
Portfolio Shares
The Emerging Markets Portfolio Shares 100,000,000
DFA International Small Cap Value 200,000,000
Portfolio Shares
VA Large Value Portfolio Shares 50,000,000
VA Global Bond Portfolio Shares 50,000,000
VA Small Value Portfolio Shares 50,000,000
VA International Value Portfolio Shares 50,000,000
VA International Small Portfolio Shares 50,000,000
The VA Short-Term Fixed Portfolio Shares 50,000,000
Enhanced U.S. Large Company 100,000,000
Portfolio Shares
DFA Two-Year Global Fixed Income 200,000,000
Portfolio Shares
International Small Company Portfolio Shares 100,000,000
Emerging Markets Small Cap Portfolio Shares 100,000,000
U.S. 4-10 Value Portfolio Shares 100,000,000
Emerging Markets Value Portfolio 100,000,000
Shares
Tax-Managed U.S. 5-10 Value 100,000,000
Portfolio Shares
Tax-Managed U.S. 6-10 Small Company 100,000,000
Portfolio Shares
Tax-Managed U.S. Marketwide Value 100,000,000
Portfolio Shares
Tax-Managed DFA International Value 100,000,000
Portfolio Shares
Tax-Managed U.S. 5-10 Value 100,000,000
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
Portfolio X Shares
Tax-Managed U.S. 6-10 Small Company 100,000,000
Portfolio X Shares
Tax-Managed U.S. Marketwide Value 100,000,000
Portfolio X Shares
Tax-Managed DFA International Value 100,000,000
Portfolio X Shares
</TABLE>
SECOND: The Board of Directors of the Corporation has adopted a resolution
classifying and allocating Five Hundred million (500,000,000) shares of the
unallocated and unissued common stock (par value $.01 per share) of the
Corporation as follows: one hundred million (100,000,000) shares were allocated
to each of five new classes of common stock designated as "Dividend-Managed U.S.
Large Company Portfolio," "Dividend-Managed U.S. Large Company Portfolio V,"
"Dividend-Managed U.S. Large Company Complement Portfolio," "Dividend-Managed
U.S. Marketwide Value Portfolio" and "Dividend-Managed U.S. Marketwide Value
Complement Portfolio."
THIRD: Following the aforesaid classifications and allocations, the total
number of shares of stock which the Corporation is authorized to issue is Six
Billion (6,000,000,000) shares, with a par value of One Cent ($.0l) per share
and an aggregate par value of Sixty Million Dollars ($60,000,000), and the
allocation of shares to each of the forty-three classes (each a "Class" and,
collectively, the "Classes") is as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
The U.S. Large Company Portfolio Shares 200,000,000
The U.S. 9-10 Small Company 300,000,000
Portfolio Shares
The DFA One-Year Fixed Income 300,000,000
Portfolio Shares
The DFA Five-Year Government 100,000,000
Portfolio Shares
The United Kingdom Small Company 20,000,000
Portfolio Shares
The Japanese Small Company Portfolio Shares 50,000,000
The Continental Small Company 50,000,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
Portfolio Shares
The DFA Intermediate Government Fixed 100,000,000
Income Portfolio Shares
The DFA Five-Year Global Fixed Income 100,000,000
Portfolio Shares
The Pacific Rim Small Company 50,000,000
Portfolio Shares
The Large Cap International Portfolio Shares 150,000,000
The U.S. 6-10 Small Company 100,000,000
Portfolio Shares
The U.S. 6-10 Value Portfolio Shares 300,000,000
The U.S. Large Cap Value Portfolio Shares 200,000,000
The DFA Real Estate Securities Portfolio 100,000,000
Shares
RWB/DFA International High Book to Market 100,000,000
Portfolio Shares
The Emerging Markets Portfolio Shares 100,000,000
DFA International Small Cap Value 200,000,000
Portfolio Shares
VA Large Value Portfolio Shares 50,000,000
VA Global Bond Portfolio Shares 50,000,000
VA Small Value Portfolio Shares 50,000,000
VA International Value Portfolio Shares 50,000,000
VA International Small Portfolio Shares 50,000,000
The VA Short-Term Fixed Portfolio Shares 50,000,000
Enhanced U.S. Large Company 100,000,000
Portfolio Shares
DFA Two-Year Global Fixed Income 200,000,000
Portfolio Shares
International Small Company Portfolio Shares 100,000,000
Emerging Markets Small Cap Portfolio Shares 100,000,000
U.S. 4-10 Value Portfolio Shares 100,000,000
Emerging Markets Value Portfolio Shares 100,000,000
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- ---------
<S> <C>
Tax-Managed U.S. 5-10 Value Portfolio 100,000,000
Shares
Tax-Managed U.S. 6-10 Small Company 100,000,000
Portfolio Shares
Tax-Managed U.S. Marketwide Value 100,000,000
Portfolio Shares
Tax-Managed DFA International Value 100,000,000
Portfolio Shares
Tax-Managed U.S. 5-10 Value 100,000,000
Portfolio X Shares
Tax-Managed U.S. 6-10 Small Company 100,000,000
Portfolio X Shares
Tax-Managed U.S. Marketwide Value 100,000,000
Portfolio X Shares
Tax-Managed DFA International Value 100,000,000
Portfolio X Shares
Dividend-Managed U.S. Large Company 100,000,000
Portfolio
Dividend-Managed U.S. Large Company 100,000,000
Portfolio V
Dividend-Managed U.S. Large Company 100,000,000
Complement Portfolio
Dividend-Managed U.S. Marketwide Value 100,000,000
Portfolio
Dividend-Managed U.S. Marketwide Value 100,000,000
Complement Portfolio
</TABLE>
FOURTH: 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
5
<PAGE>
a matter to be voted upon does not affect any interest of a particular Class
then only shareholders of the affected Class or Classes shall be entitled to
vote thereon.
Each share of each Class shall have the following preferences and special
rights, restrictions, and limitations:
(1) All consideration received by the Corporation for the issue or
sale of stock of a Class, together with all income, earnings, profits, and
proceeds thereof, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall irrevocably belong
to such Class, subject only to the rights of the creditors.
(2) Dividends or distributions on shares of a Class and redemptions
of such Class shall be paid only out of earnings, surplus, or other
lawfully available assets belonging to such Class.
(3) The Corporation may deduct from the proceeds of redemption of
shares of each Class the cost incurred in liquidating investment securities
to pay redemptions in cash as set forth in the By-Laws.
(4) In the event of the liquidation or dissolution of the
Corporation, holders of each Class shall be entitled to receive, as a
Class, out of the assets of the Corporation available for distribution to
shareholders, but other than general assets not belonging to any particular
Class, the assets belonging to such Class; and the assets so distributable
to such shareholders shall be distributed among such shareholders in
proportion to the asset value of such shares. In addition, such holders
shall be entitled to receive their proportionate share of assets of the
Corporation which do not belong solely to any particular Class, as
determined by the Board of Directors.
(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.
FIFTH: The shares aforesaid have been duly classified and allocated by the
Board of Directors pursuant to authority contained in the charter of the
Corporation.
SIXTH: 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.
6
<PAGE>
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 ______ day of May, 2000.
ATTEST: DFA INVESTMENT DIMENSIONS GROUP INC.
________________________________ By: ___________________________________
Catherine L. Newell Michael T. Scardina
Secretary Vice President, Chief Financial
Officer and Treasurer
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.
* * * * * * * * *
BY-LAWS
* * * * * * * * *
ARTICLE I
SECTION 1. FISCAL YEAR. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the Corporation shall
begin December 1 and end on the last day of November.
SECTION 2. REGISTERED OFFICE. The registered office of the
Corporation in Maryland shall be located at 32 South Street, Baltimore, Maryland
21202, and the name and address of its Resident Agent is The Corporation Trust
Incorporated.
SECTION 3. OTHER OFFICES. The Corporation shall also have a
place of business in Santa Monica, California, and the Corporation shall have
the power to open additional offices for the conduct of its business, either
within or outside the States of Maryland and California, at such places as the
Board of Directors may from time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETING. Annual Meetings, if held, shall
be held in such place as the Board of Directors may by resolution establish. In
the absence of any specific resolution, Annual Meetings of Stockholders shall be
held at the Corporation's principal office in Santa Monica, California. Meetings
of stockholders for any other purpose may be held at such place as shall be
stated in the Notice of the Meeting, or in a duly executed Waiver of Notice
thereof.
SECTION 2. ANNUAL MEETINGS. The Corporation is not required to
hold an Annual Meeting of Stockholders in any year in which the Corporation is
not required to convene a meeting to elect directors under the Investment
Company Act of 1940. If the Corporation is required under the Investment Company
Act of 1940 to hold a meeting of stockholders to elect directors, the meeting
shall be designated an Annual Meeting of Stockholders for that year and shall be
held no later than 60 days after the occurrence of the event requiring the
meeting; except if an order is granted by the Securities and Exchange Commission
exempting the Corporation from the operation of Section 16(a) of the Investment
Company Act of 1940 or a no-action position of similar effect is obtained, in
which event such meeting shall be held no later than 120 days after the
occurrence of the event requiring the meeting. Otherwise, Annual Meetings of
<PAGE>
Stockholders shall be held only if called by the Board of Directors of the
Corporation and, if called, shall be held during the month of May on such date
as fixed by the Board of Directors by resolution.
SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders
may be called at any time by the President, or by a majority of the Board of
Directors, and shall be called by the President or Secretary upon written
request of the holders of shares entitled to cast not less than ten percent of
all the votes entitled to be cast at such meeting.
SECTION 4. NOTICE. Not less than ten or more than 90 days
before the date of every Annual or Special Meeting of Stockholders, the
Secretary shall give to each stockholder entitled to vote at such meeting
written notice stating the time and place of the meeting and, in the case of a
Special Meeting of Stockholders, the purpose or purposes for which the meeting
is called. Business transacted at any Special Meeting of Stockholders shall be
limited to the purposes stated in the Notice of the Meeting.
SECTION 5. RECORD DATE FOR MEETINGS. The Board of Directors
may fix in advance a date not more than 90 days, nor less than ten days, prior
to the date of any Annual or Special Meeting of Stockholders as a record date
for the determination of the stockholders entitled to receive notice of the
meeting, and to vote at any meeting and any adjournment thereof. If an Annual
Meeting of Stockholders is held to elect directors pursuant to the requirements
of the Investment Company Act of 1940, the Board shall fix the record date
within the time required for holding such Annual Meeting of Stockholders as
provided in Section 2 of this Article but not more than 90 nor less than ten
days prior to such meeting. Only those stockholders who are stockholders of
record on the date so fixed shall be entitled to receive notice of and to vote
at such meeting and any adjournment thereof as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.
SECTION 6. QUORUM. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting shall constitute a quorum. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting, without
notice other than announcement at the meeting, until a time when a quorum shall
be present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 7. MAJORITY. Except as otherwise provided by
applicable law, a majority of all votes cast at a meeting at which a quorum is
present is sufficient to approve any matter which properly comes before the
meeting.
SECTION 8. VOTING. The holders of each share of stock of the
Corporation then issued and outstanding and entitled to vote, irrespective of
the class, shall be voted in the aggregate and not by class, except: (1) when
otherwise expressly provided by the Maryland General Corporation Law; (2) when
required by the Investment Company Act of 1940, shares shall be voted by class;
and (3) when a matter to be voted upon does not affect any interest of a
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<PAGE>
particular class, then only stockholders of the affected class or classes shall
be entitled to vote thereon.
A stockholder may cast his vote in person or by proxy, but no
proxy shall be valid after eleven months from its date, unless otherwise
provided in the proxy. At all meetings of stockholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the Chairman of the meeting.
SECTION 9. INSPECTORS. At any election of Directors, the Board
of Directors prior thereto may, or, if they have not so acted, the Chairman of
the meeting may, and upon the request of the holders of ten percent of the
shares entitled to vote at such election shall, appoint two inspectors of
election who shall first subscribe an oath of affirmation to execute faithfully
the duties of inspectors at such election with strict impartiality and according
to the best of their ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of Director shall be
appointed such inspector. The Chairman of the meeting may cause a vote by ballot
to be taken upon any election or matter, and such vote shall be taken upon the
request of the holders of ten percent of the stock entitled to vote on such
election or matter.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the Corporation
shall be managed by its Board of Directors, which may exercise all powers of the
Corporation, except such as are by statute, or the Articles of Incorporation, or
by these By-Laws conferred upon or reserved to the stockholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of Directors
which shall constitute the whole Board shall be determined from time to time by
the Board of Directors, but shall not be fewer than three, nor more than
fifteen. Each Director shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
SECTION 3. ELECTION. Subject to Article II, Section 2 of these
By-Laws, the Directors shall be elected at the Annual Meeting of Stockholders,
if held, or at a Special Meeting of Stockholders called for that purpose, except
that any vacancy in the Board of Directors may be filled by a majority vote of
the entire Board of Directors if immediately after filling the vacancy at least
two-thirds of the Board of Directors have been elected by the stockholders. In
the event that at any time less than a majority of the Directors of the
Corporation were elected by the holders of the outstanding voting securities of
the Corporation, the Corporation shall forthwith cause to be held as promptly as
possible, and in any event within 60 days, a meeting of stockholders for the
purpose of electing Directors to fill any existing vacancies in the Board of
Directors unless the Securities and Exchange Commission shall, by order, extend
such period.
SECTION 4. PLACE OF MEETING. Meetings of the Board of
Directors, regular or special, may be held at any place in or out of the State
of Maryland as the Board may from time to time determine.
-3-
<PAGE>
SECTION 5. QUORUM. At all meetings of the Board of Directors,
a majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is required for such
action by the laws of Maryland, these By-Laws or the Articles of Incorporation.
If a quorum shall not be present at any meeting of Directors, the Directors
present thereat may by a majority vote adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.
SECTION 7. SPECIAL MEETINGS. Special Meetings of the Board of
Directors may be called by the President on one day's notice to each Director;
Special Meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors.
SECTION 8. INFORMAL ACTIONS. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any Committee thereof
may be taken without a meeting, if a written consent to such action is signed in
one or more counterparts by all members of the Board or of such Committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or Committee.
SECTION 9. COMMITTEES. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from among its
members an Executive Committee and other Committees composed of two or more
Directors, and may delegate to such Committees, in the intervals between
meetings of the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
except the power to declare dividends, to issue stock or to recommend to
stockholders any action requiring stockholders' approval. In the absence of any
member of a Committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member.
SECTION 10. ACTION OF COMMITTEES. The Committees shall keep
minutes of their proceedings and shall report the same to the Board of Directors
at the meeting next succeeding, and any action by the Committees shall be
subject to revision and alteration by the Board of Directors, provided that no
rights, of third persons shall be affected by any such revision or alteration.
SECTION 11. COMPENSATION. Any Director, whether or not he is a
salaried officer or employee of the Corporation, may be compensated for his
services as Director or as a member of a Committee, or as Chairman of the Board
or Chairman of a Committee by fixed periodic payments or by fees for attendance
at meetings or by both, and in addition may be reimbursed for transportation and
other expenses, all in such manner and amounts as the Board of Directors may
from time to time determine.
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<PAGE>
ARTICLE IV
NOTICES
SECTION 1. FORM. Notices to stockholders shall be in writing
and delivered personally or mailed to the stockholders at their addresses
appearing on the books of the Corporation. Notices to Directors shall be oral or
by telephone or telegram or in writing delivered personally or mailed to the
Directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to Directors need not state the purpose of a regular or special meeting.
SECTION 2. WAIVER. Whenever any notice of the time, place or
purpose of any meeting of the stockholders, the Board of Directors or a
Committee is required to be given under the provisions of Maryland law or under
the provisions of the Articles of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting of stockholders, in person or by
proxy, or at the meeting of the Board of Directors or the Committee, in person,
shall be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors and shall include: a President who shall be the
Chief Operating Officer of the Corporation and a Director; a Secretary; and a
Treasurer. The Board of Directors may, from time to time, elect or appoint a
Controller, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. The Board of Directors shall also appoint two Chairmen, one of whom
shall be the Chief Executive Officer and the second shall be the Chief
Investment Officer of the Corporation and who shall perform and execute such
other duties and powers as the Board of Directors shall from time to time
prescribe. Two or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the Articles of Incorporation or these
By-Laws to be executed, acknowledged or verified by two or more officers.
SECTION 2. ELECTION. The Board of Directors shall choose a
President, a Secretary and a Treasurer who shall each serve until their
successors are chosen and shall qualify.
SECTION 3. OTHER OFFICERS. The Board of Directors from time to
time may appoint such other officers and agents as it shall deem advisable, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board. The
Board of Directors from time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or agents and to
prescribe the respective rights, terms of office, authorities and duties.
SECTION 4. COMPENSATION. The salaries or other compensation of
all officers and agents of the Corporation shall be fixed by the Board of
Directors, except that the Board of
-5-
<PAGE>
Directors may delegate to any person or group of persons the power to fix the
salary or other compensation of any subordinate officers or agents appointed
pursuant to Section 3 of this Article V.
SECTION 5. TENURE. The officers of the Corporation shall serve
until their successors are chosen and qualify. Any officer or agent may be
removed by the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the Corporation will be served
thereby. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
SECTION 6. PRESIDENT-CHIEF OPERATING OFFICER. The President
shall be the chief operating officer of the Corporation; he shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
President shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe. In the absence or disability
of the President, the Chairman-Chief Investment Officer shall perform the duties
of the President.
SECTION 7. VICE PRESIDENTS. The Vice Presidents, in the order
of their seniority, shall in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors may from time to time prescribe; provided that
the Vice President-Chief Administrative Officer, if any person has been elected
to such office by the Board of Directors and then holds such office, shall be
the chief administrative officer of the Corporation.
SECTION 8. SECRETARY. The Secretary and/or an Assistant
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings thereof and shall perform
like duties for any Committee when required. The Secretary shall give, or cause
to be given, notice of meetings of the stockholders, the Board of Directors and
each Committee, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary shall be.
The Secretary shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix and attest the same to any
instrument requiring it. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by such officer's signature.
SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretaries,
in order of their seniority, shall in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall prescribe.
SECTION 10. TREASURER. The Treasurer, unless another officer
of the Corporation has been so designated, shall be the chief financial officer
of the Corporation. He shall be responsible for the maintenance of its
accounting records and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all the
Corporation's financial transactions and a report of the financial condition of
the Corporation.
-6-
<PAGE>
SECTION 11. CONTROLLER. The Board of Directors may designate a
Controller who shall be under the direct supervision of the Treasurer. He shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, establish and maintain internal accounting controls and, in
cooperation with the independent public accountants selected by the Board of
Directors, supervise internal auditing. He shall have such further powers and
duties as may be conferred upon him from time to time by the President or the
Board of Directors.
SECTION 12. ASSISTANT TREASURERS. The Assistant Treasurers, in
the order of their seniority, shall in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties as the Board of Directors may from time to time
prescribe.
ARTICLE VI
NET ASSET VALUE
SECTION 1. NET ASSET VALUE. The net asset value per share of
stock of each class of the Corporation (each a "Portfolio") shall be determined
by dividing the total current market value of the investments and other assets
belonging to such Portfolio, less any liabilities attributable to such
Portfolio, by the total outstanding shares of such Portfolio. Securities which
are listed on a securities exchange for which market quotations are available
shall be valued at the last quoted sale price of the day or, if there is no such
reported sale, at the mean between the most recent quoted bid and asked prices.
Price information on listed securities will be taken from the exchange where the
security is primarily traded. Unlisted securities for which market quotations
are readily available will be valued at the mean between the most recent quoted
bid and asked prices. The value of other assets and securities for which no
quotations are readily available (including restricted securities) will be
determined in good faith at fair value using methods determined by the Board of
Directors.
The net asset value per share of each Portfolio shall be
determined as of the close of the New York Stock Exchange on each day that the
Exchange is open for business, except as otherwise described in the registration
statement of the Corporation.
With respect to each Portfolio that pursues its investment
objectives by directly or indirectly investing substantially all of its assets
in fixed income securities (each a "Fixed Income Portfolio"), for purposes of
determining the net asset value per share of such Portfolio, (i) net asset value
shall include interest on fixed income securities, which shall be accrued daily,
and (ii) securities which are traded over-the-counter and on a stock exchange
may be valued according to the broadest and most representative market for such
securities, provided however, that such securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities.
SECTION 2. REDEMPTION EXPENSES. In the event that investment
securities must be liquidated in order to make redemption payments in cash, each
Portfolio that pursues its investment objective by directly or indirectly
investing substantially all of its assets in securities of foreign issuers (each
an "International Portfolio") may deduct from the proceeds of
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<PAGE>
redemption the costs associated with the liquidation of such investment
securities, if the intention to deduct such costs is disclosed in such
International Portfolio's Prospectus.
ARTICLE VII
FUNDAMENTAL POLICIES
SECTION 1. INVESTMENT LIMITATIONS. The following restrictions
shall apply to the Portfolios and may not be changed with respect to any
Portfolio without the approval of the lesser of (i) 67% or more of the shares
entitled to vote thereon present or represented by proxy at a meeting, if the
holders of more than 50% of the shares entitled to vote thereon are present or
represented by proxy, or (ii) more than 50% of the shares entitled to vote
thereon:
The Portfolios shall not:
(a) Invest in commodities or real estate, including limited
partnership interests therein, except the DFA Real Estate Securities Portfolio,
although (i) they may purchase and sell securities of companies which deal in
real estate and may purchase and sell securities which are secured by interests
in real estate and (ii) each Portfolio, except U.S. 9-10 and 6-10 Small Company,
DFA One-Year Fixed Income and DFA Five-Year Government Portfolios, may purchase
and sell financial futures contracts and options thereon;
(b) Make loans of cash, except by the purchase by a Fixed
Income Portfolio of privately issued obligations and except through the
acquisition by a Portfolio of bonds, debentures or other obligations (including
repurchase agreements) which are either publicly distributed or customarily
purchased by institutional investors;
(c) As to 75% of the total assets of a Portfolio, invest in
the securities of any issuer (except obligations of the U.S. Government and its
instrumentalities) if, as a result, more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer; provided,
however, that this limitation (i) shall not apply to DFA Global Fixed Income
Portfolio and VA Global Bond Portfolio and (ii) applies to 100% of the total
assets of the U.S. 9-10 Small Company Portfolio;
(d) Purchase or retain securities of an issuer if those
officers and directors of the Corporation or its investment adviser owning more
than 1/2 of 1% of such securities together own more than 5% of such securities;
provided that the U.S. 4-10 Value Portfolio, Emerging Markets Value Portfolio;
and the Dividend-Managed U.S. Large Company Portfolio, Dividend-Managed U.S.
Large Company Portfolio V, Dividend-Managed U.S. Large Company Complement
Portfolio, Dividend-Managed U.S. Marketwide Value Portfolio and Dividend-Managed
U.S. Marketwide Complement Portfolio (collectively, the "Dividend-Managed
Portfolios") are not subject to this limitation;
(e) Borrow, provided that each Portfolio may borrow from banks
as a temporary measure for extraordinary or emergency purposes, including
meeting redemptions, amounts not exceeding 33% of a Portfolio's net assets and
may pledge not more than 33% of their net assets to secure such loans; provided
that the U.S. 9-10 Small Company, Japanese Small Company, DFA One-Year Fixed
Income, DFA Intermediate Government Fixed Income, DFA
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<PAGE>
Five-Year Government and Emerging Markets Value Portfolios, are limited to
borrowing amounts not exceeding 5% of their net assets from banks for
extraordinary or emergency purposes;
(f) Pledge, mortgage, or hypothecate any of its assets to an
extent greater than 10% of its total assets at fair market value, except as
provided in paragraph (e) of this section; provided that the U.S. 4-10 Value
Portfolio, Emerging Markets Value Portfolio and the Dividend-Managed Portfolios
are not subject to this limitation;
(g) Invest more than 15% of the value of the Portfolio's total
assets in illiquid securities which include certain restricted securities,
repurchase agreements with maturities of greater than seven days, and other
illiquid investments; provided, however, that (i) the U.S. 9-10 Small Company,
U.S. Large Company, Japanese Small Company, Pacific Rim Small Company, United
Kingdom Small Company, Continental Small Company, Large Cap International, DFA
One-Year Fixed Income, DFA Two-Year Global Fixed Income, DFA Global Fixed
Income, DFA Five Year Government and DFA Intermediate Government Fixed Income
Portfolios may invest not more than 10% of the value of their total assets in
illiquid securities and (ii) DFA Two-Year Global Fixed Income Portfolio,
Enhanced U.S. Large Company Portfolio, Emerging Markets Small Cap Portfolio,
International Small Company Portfolio, U.S. 4-10 Value Portfolio, Emerging
Markets Value Portfolio and the Dividend-Managed Portfolios are not subject to
this limitation;
(h) Engage in the business of underwriting securities issued
by others;
(i) Invest for the purpose of exercising control over
management of any company; provided that the U.S. 9-10 Small Company Portfolio,
the U.S. 4-10 Value Portfolio and the Dividend-Managed Portfolios are not
subject to this limitation;
(j) Invest its assets in securities of any investment company,
except in connection with a merger, acquisition of assets, consolidation or
reorganization, provided that (i) the DFA Real Estate Securities Portfolio may
invest in a real estate investment trust ("REIT") that is registered as an
investment company; (ii) each of the U.S. 4-10 Value, Enhanced U.S. Large
Company, Emerging Markets, Emerging Markets Small Cap, Emerging Markets Value
and International Small Company Portfolios may invest its assets in securities
of investment companies and units of such companies such as, but not limited to,
S&P Depository Receipts; and (iii) the U.S. 9-10 Small Company Portfolio and the
Dividend-Managed Portfolios are not subject to this limitation.
(k) Invest more than 5% of its total assets in securities of
companies which have (with predecessors) a record of less than three years'
continuous operation, except that this limitation does not apply to the U.S.
9-10 Small Company, U.S. 4-10 Value, Emerging Markets Value, DFA Real Estate
Securities Portfolios and the Dividend-Managed Portfolios, any Portfolio the
shares of which are sold only to insurance company separate accounts (each a "VA
Portfolio"), and each other Portfolio if so provided in the Corporation's
registration statement under the Investment Company Act of 1940;
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(l) Acquire any securities of companies within one industry
if, as a result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies within
such industry, provided, however, that the foregoing restriction shall not apply
to obligations issued or guaranteed by banks and bank holding companies or
government securities as defined by Section 2(a)(16) of the Investment Company
Act of 1940 acquired by The DFA One-Year Fixed Income Portfolio, DFA Two-Year
Global Fixed Income Portfolio and VA Short-Term Fixed Portfolio and also shall
not apply to securities of companies in the real estate industry acquired by the
DFA Real Estate Securities Portfolio;
(m) Write or acquire options (except as provided in paragraph
(a) of this section) or interests in oil, gas or other mineral exploration,
leases or development programs; provided that (i) the Enhanced U.S. Large
Company Portfolio may write or acquire options and (ii) the U.S. 4-10 Value
Portfolio, Emerging Markets Value Portfolio and the Dividend-Managed Portfolios
are not subject to these limitations;
(n) Purchase warrants, however each Portfolio may acquire
warrants as a result of corporate actions involving its holdings of other equity
securities if so provided in the Corporation's registration statement under the
Investment Company Act of 1940; provided that the U.S. 4-10 Value Portfolio,
Emerging Markets Value Portfolio and the Dividend-Managed Portfolios are not
subject to this limitation;
(o) Purchase securities on margin or sell short; provided that
the U.S. 4-10 Value Portfolio, Emerging Markets Value Portfolio and the
Dividend-Managed Portfolios are not subject to the limitation on selling
securities short; or
(p) Acquire more than 10% of the voting securities of any
issuer; provided that (i) this limitation applies only to 75% of the assets of
the DFA Real Estate Securities Portfolio, the Value Portfolios, Emerging Markets
Portfolio, Emerging Markets Small Cap Portfolio, DFA International Small Cap
Value Portfolio, Emerging Markets Value Portfolio, VA Small Value Portfolio, VA
Large Value Portfolio and VA International Value Portfolio and (ii) the U.S.
9-10 Small Company Portfolio and the Dividend-Managed Portfolios are not subject
to this limitation.
The investment limitations described in (c), (g), (i), (j),
(k), (l) and (p) above shall not prohibit any Portfolio from investing all or
substantially all of its assets in another registered, open-end investment
company or series thereof having the same investment objectives as such
Portfolio in accordance with its investment policy.
SECTION 2. Each of the Portfolios is authorized to lend its
portfolio securities to brokers, dealers and other institutional borrowers,
provided that a Portfolio shall not make any such loan if when made more than
one-third of the then total current market value of such Portfolio's assets
would consist of lent securities.
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ARTICLE VIII
OTHER RESTRICTIONS
SECTION 1. DEALINGS. The officers and Directors of the
Corporation, its investment adviser or any sub-adviser shall have no dealings
for or on behalf of the Corporation with themselves as principal or agent, or on
behalf of any corporation or partnership in which they have a financial
interest, provided that this section shall not prevent:
(a) Officers or Directors of the Corporation from having a
financial interest in the Corporation, in any sponsor, manager, investment
adviser or promoter of the Corporation, or in any underwriter of securities
issued by the Corporation;
(b) The purchase of securities for any Portfolio, or sale of
securities owned by any Portfolio through a securities dealer, one or more of
whose partners, officers, directors or security holders is an officer or
Director of the Corporation, its investment adviser or its sub-adviser, provided
such transactions are handled in a brokerage capacity only, and provided
commissions charged do not exceed customary brokerage charges for such service;
(c) The employment of any legal counsel, registrar, transfer
agent, dividend disbursing agent or custodian having a partner, officer,
director or security holder who is an officer or Director of the Corporation;
provided only customary fees are charged for services rendered to or for the
benefit of the Corporation; and
(d) The purchase for any Portfolio of securities issued by an
issuer having an officer, director or security holder who is an officer or
Director of the Corporation or of any manager of the Corporation, unless the
retention of such securities for the Portfolio would be a violation of these
By-Laws or the Articles of Incorporation of the Corporation.
ARTICLE IX
STOCK
SECTION 1. ISSUANCE WITHOUT CERTIFICATES; STOCK LEDGER. The
issuance of shares of stock in the Corporation shall be recorded by electronic
or other means without the issuance of certificates, provided that shares of
stock in the Corporation represented by certificates shall not be affected until
such certificates are surrendered to the Corporation. The Corporation shall
maintain an original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each stockholder. Such
stock ledger may be in written form or any other form capable of being converted
into written form within a reasonable time for visual inspection.
SECTION 2. LOST CERTIFICATES. If any stockholder alleges that
such stockholder's certificate or certificates for shares of stock in the
Corporation have been stolen, lost or destroyed, upon the making of an affidavit
of that fact by such stockholder or upon other satisfactory evidence of such
loss or destruction, the Board of Directors may direct that the Corporation's
stock ledger be marked to cancel such certificates and record the ownership of
such shares in accordance with Section 1 of this Article. When authorizing such
cancellation and
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<PAGE>
recordation of ownership, the Board of Directors may, in its discretion and as a
condition precedent to such action, require the stockholder, or his legal
representative, to advertise the same in such manner as it shall require and to
give the Corporation a bond with sufficient surety to indemnify the Corporation
against any loss or claim that may be made by reason of such action.
SECTION 3. REGISTERED STOCKHOLDERS. Except as otherwise
provided by laws of Maryland, the Corporation shall be entitled to (i) recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends and vote such shares and (ii) to hold such person liable
for calls and assessments with respect to such shares and the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof.
SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may, from time to time, appoint or remove transfer agents and/or
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar.
ARTICLE X
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains" distributions
to satisfy requirements of the Investment Company Act of 1940 or the Internal
Revenue Code of 1986, as amended from time to time):
(a) Dividends on shares of a Portfolio may be reinvested in
additional shares of such Portfolio at the net asset value thereof as provided
in the Corporation's registration statement under the Investment Company Act of
1940.
(b) The Board of Directors, in declaring any dividend, may fix
a record date not earlier than the date of declaration or more than 90 days
after the date of declaration, as of which the stockholders entitled to receive
such dividend shall be determined, notwithstanding any transfer or the
repurchase or issue (or sale) of any shares occurring after such record date.
(c) Dividends or distributions on shares of stock, whether
payable in stock or cash, shall be paid out of earnings, surplus or other
lawfully available assets; provided that no dividend payment, or distribution in
the nature of a dividend payment may be made wholly or partly from any source
other than accumulated, undistributed net income, determined in accordance with
good accounting practice, and not including profits or losses realized in the
sale of securities or other properties, unless such payment is accompanied by a
written statement clearly indicating what portion of such payment per share is
made from the following sources:
(i) Accumulated or undistributed net income, not including
profits or losses from the sale of securities or other properties;
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<PAGE>
(ii) Accumulated or undistributed net profits from the
sale of securities or other properties;
(iii) Net Profits from the sale of securities or other
properties during the then current fiscal year; and
(iv) Paid-in surplus or other capital source.
(d) In declaring dividends and in recognition that a goal of
the Corporation is for each Portfolio to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended, the Board of
Directors shall be entitled to rely upon estimates made in the last two months
of the fiscal year (with the advice of the Corporation's auditors) as to the
amounts of distribution necessary for this purpose; and the Board of Directors,
acting consistently with good accounting practice and with the express
provisions of these By-Laws, may credit receipts and charge payments to income
or otherwise, as to it may seem proper.
(e) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so informed to
whatever extent may be required by law. A notice that dividends have been paid
from paid-in surplus, or a notice that dividends have been paid from paid-in
capital, shall be deemed to be a sufficient notice that the same constituted
liquidating dividends.
(f) Anything in these By-Laws to the contrary notwithstanding,
the Board of Directors may at any time declare and distribute PRO RATA among the
stockholders of a Portfolio, as of a record date fixed as above provided, a
"stock dividend" of additional shares of such Portfolio, issuable out of either
authorized but unissued or treasury shares of the Corporation, or both.
SECTION 2. RIGHTS IN SECURITIES. The Board of Directors, on
behalf of the Corporation, shall have the authority to exercise all of the
rights of the Corporation as owner of any securities which might be exercised by
any individual owning such securities in his own right; including but not
limited to, the right to vote by proxy for any and all purposes and the right to
authorize any officer of the investment adviser or other delegate to execute
proxies.
SECTION 3. CLAIMS AGAINST PORTFOLIO ASSETS. In any loan
agreement by which funds are borrowed for a Portfolio and each related agreement
to pledge, mortgage or hypothecate any of the assets of such Portfolio, the
Corporation shall provide that such loan shall be repaid solely out of the
assets of such Portfolio and that, to the extent such loan may be secured only
by the assets of such Portfolio, no creditor of such Portfolio shall have any
rights to any assets of the Corporation other than the specific assets which
secure the agreement.
SECTION 4. REPORTS. The Corporation shall furnish stockholders
with reports of its financial condition as required by Section 30(d) of the
Investment Company Act of 1940 and the rules thereunder.
SECTION 5. BONDING OF OFFICERS AND EMPLOYEES. All officers and
employees of the Corporation shall be bonded to such extent, and in such manner,
as may be required by law.
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<PAGE>
SECTION 6. SEAL. The Corporate seal shall have inscribed
thereon the names of the Corporation, the year of its organization and the words
"Corporate Seal, Maryland." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XI
INDEMNIFICATION OF
OFFICERS AND DIRECTORS
SECTION 1. With respect to the indemnification of the officers
and Directors of the Corporation:
(a) The Corporation shall indemnify each officer and Director
made party to a proceeding, by reason of service in such capacity, to the
fullest extent, and in the manner provided, under section 2-418 of the Maryland
General Corporation Law: (i) unless it is proved that the person seeking
indemnification did not meet the standard of conduct set forth in subsection
(b)(1) of such section; and (ii) provided, that the Corporation shall not
indemnify any officer or Director for any liability to the Corporation or its
security holders arising from the willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.
(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each officer and Director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which such officer or Director is a party by reason of
service in such capacity.
(c) The Corporation, in the manner and to the extent provided
by applicable law, shall advance to each officer and Director who is made party
to a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.
ARTICLE XII
AMENDMENTS
SECTION 1. These By-Laws may be altered or repealed at any
meeting of the Board of Directors, provided that the right of the Board of
Directors to amend and the amendment procedure meet the requirements of the
Investment Company Act of 1940, if any.
* * * * *
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<PAGE>
EXHIBIT NO. EX-99.g.3
DFA INVESTMENT DIMENSIONS GROUP INC.
CUSTODIAN AGREEMENT
ADDENDUM NUMBER THREE
THIS AGREEMENT is made as of the ____ day of ____________, 2000 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PFPC TRUST COMPANY ("PFPC TRUST").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC Trust to provide certain custodian
services pursuant to a Custodian Agreement dated June 19, 1989, as amended (the
"Agreement"), which, as of the date hereof, is in full force and effect; and
WHEREAS, PFPC Trust presently provides such services to the existing
portfolios of the Fund, and has agreed to provide such services to five (5) new
portfolios of the Fund, designated as Dividend-Managed U.S. Large Company
Portfolio, Dividend-Managed U.S. Large Company Portfolio V, Dividend-Managed
U.S. Large Company Complement Portfolio, Dividend-Managed U.S. Marketwide Value
Portfolio, Dividend-Managed U.S. Marketwide Value Complement Portfolio, which
are listed on Schedule A, attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that the Fund may from
time to time issue additional portfolios and, in such event, the provisions of
the Agreement shall apply to such portfolios as may be mutual agreed to by the
Fund and PFPC Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement is hereby amended to provide that all those portfolios
set forth on "Schedule A, Amended and Restated ___________ __, 2000," which is
attached hereto, shall be "Covered Portfolios" under the Agreement.
2. The fee schedules of PFPC Trust applicable to the Portfolios that
are listed on Schedule A shall be as agreed to in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
1
<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 Amendment
Number Three to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By: _________________________________
Catherine L. Newell
Vice President
PFPC TRUST COMPANY
By: __________________________________
Joseph Gramlich
Senior Vice President
2
<PAGE>
AMENDED AND RESTATED
__________ __, 2000
SCHEDULE A
PORTFOLIOS OF
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. LARGE COMPANY PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
U.S. 9-10 SMALL COMPANY PORTFOLIO
U.S. 4-10 VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
EMERGING MARKETS PORTFOLIO
JAPANESE SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
DFA ONE YEAR FIXED INCOME PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
DFA REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
DFA FIVE-YEAR 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
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
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO (__/00)
3
<PAGE>
EXHIBIT NO. EX-99.H.1
DFA INVESTMENT DIMENSIONS GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER THREE
THIS AGREEMENT is made as of the ____ day of ____________, 2000 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PFPC INC. ("PFPC TRUST").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC Trust to provide certain custodian
services pursuant to a Custodian Agreement dated June 19, 1989, as amended (the
"Agreement"), which, as of the date hereof, is in full force and effect; and
WHEREAS, PFPC Trust presently provides such services to the existing
portfolios of the Fund, and has agreed to provide such services to five (5) new
portfolios of the Fund, designated as Dividend-Managed U.S. Large Company
Portfolio, Dividend-Managed U.S. Large Company Portfolio V, Dividend-Managed
U.S. Large Company Complement Portfolio, Dividend-Managed U.S. Marketwide Value
Portfolio, Dividend-Managed U.S. Marketwide Value Complement Portfolio, which
are listed on Schedule A, attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that the Fund may from
time to time issue additional portfolios and, in such event, the provisions of
the Agreement shall apply to such portfolios as may be mutual agreed to by the
Fund and PFPC Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement is hereby amended to provide that all those portfolios
set forth on "Schedule A, Amended and Restated ___________ __, 2000," which is
attached hereto, shall be "Covered Portfolios" under the Agreement.
2. The fee schedules of PFPC Trust applicable to the Portfolios that
are listed on Schedule A shall be as agreed to in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
1
<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 Amendment
Number Three to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By: _________________________________
Catherine L. Newell
Vice President
PFPC TRUST COMPANY
By: __________________________________
Joseph Gramlich
Senior Vice President
2
<PAGE>
AMENDED AND RESTATED
__________ __, 2000
SCHEDULE A
PORTFOLIOS OF
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. LARGE COMPANY PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
U.S. 9-10 SMALL COMPANY PORTFOLIO
U.S. 4-10 VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
EMERGING MARKETS PORTFOLIO
JAPANESE SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
DFA ONE YEAR FIXED INCOME PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
DFA REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
DFA FIVE-YEAR 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
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
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO (__/00)
3
<PAGE>
EXHIBIT NO. EX-99.H.2
DFA INVESTMENT DIMENSIONS GROUP INC.
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM NUMBER THREE
THIS AGREEMENT is made as of the ___ day of ____________, 2000 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PFPC INC., formerly known as "Provident Financial Processing
Corporation," a Delaware corporation, ("PFPC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act"); and
WHEREAS, the Fund has retained PFPC to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated June 19, 1989, (the "Agreement") which, as of the date hereof,
is in full force and effect; and
WHEREAS, PFPC presently provides such services to the existing
portfolios of the Fund, and has agreed to provide such services to five (5) new
portfolios of the Fund, designated as Dividend-Managed U.S. Large Company
Portfolio, Dividend-Managed U.S. Large Company Portfolio V, Dividend-Managed
U.S. Large Company Complement Portfolio, Dividend-Managed U.S. Marketwide Value
Portfolio, Dividend-Managed U.S. Marketwide Value Complement Portfolio, which
are listed on Schedule B, attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide
such services to any portfolio organized by the Fund after the date of the
Agreement as agreed to in writing by PFPC and the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:
1. The Agreement is hereby amended to provide that all those portfolios
set forth on "Schedule B, Amended and Restated ___________ __, 2000," which is
attached hereto, shall be "Portfolios" under the Agreement.
2. The fee schedules of PFPC applicable to the Portfolios be as agreed
to in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
1
<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
Three to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
----------------------------
Catherine L. Newell
Vice President
PFPC INC.
By:
----------------------------
Joseph Gramlich
Senior Vice President
2
<PAGE>
AMENDED AND RESTATED
______________, 2000
SCHEDULE B
PORTFOLIOS OF
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. LARGE COMPANY PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
U.S. 9-10 SMALL COMPANY PORTFOLIO
U.S. 4-10 VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
EMERGING MARKETS PORTFOLIO
JAPANESE SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
DFA ONE YEAR FIXED INCOME PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
DFA REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
DFA FIVE-YEAR 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
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
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO (__/00)
3
<PAGE>
EXHIBIT NO. EX-99.H.3
DFA INVESTMENT DIMENSIONS GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ____________, 2000, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the:
"DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO"
(the "Portfolio"), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and
WHEREAS, the Administrator desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, the
Administrator shall:
(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;
1
<PAGE>
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Portfolio (except those that govern investment of
the Portfolio's assets);
(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of its shareholders
if and when called by the Board of Directors of the Fund;
(5) furnish such information as the Board of Directors of the
Fund may require regarding any investment company in whose
shares the Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein,
to the extent the Administrator deems necessary or desirable and
at the expense of the Portfolio, the Administrator shall be
entitled to consult with, and obtain the assistance of, the
persons described in Section A, paragraph (1) herein who provide
services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund with respect to the
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolio are not to be deemed exclusive, and
the Administrator shall be free
2
<PAGE>
to render similar services to others as long as its services to the Fund or with
respect to the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed to protect the Administrator against any liability to the Fund or its
shareholders to which it might 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 __________, 2000.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
------------------------ ---------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
3
<PAGE>
EXHIBIT NO. EX-99.H.3
DFA INVESTMENT DIMENSIONS GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ____________, 2000, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the:
"DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO V"
(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;
1
<PAGE>
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Portfolio (except those that govern investment of
the Portfolio's assets);
(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of its shareholders
if and when called by the Board of Directors of the Fund;
(5) furnish such information as the Board of Directors of the
Fund may require regarding any investment company in whose
shares the Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to
consult with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund with respect to the
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolio are not to be deemed exclusive, and
the Administrator shall be free
2
<PAGE>
to render similar services to others as long as its services to the Fund or with
respect to the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed to protect the Administrator against any liability to the Fund or its
shareholders to which it might 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 __________, 2000.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
------------------------ ---------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
3
<PAGE>
EXHIBIT NO. EX-99.H.3
DFA INVESTMENT DIMENSIONS GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ____________, 2000, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the:
"DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO"
(the "Portfolio"), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and
WHEREAS, the Administrator desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Portfolio by the Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance 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;
1
<PAGE>
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Portfolio (except those that govern investment of
the Portfolio's assets);
(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of its shareholders
if and when called by the Board of Directors of the Fund;
(5) furnish such information as the Board of Directors of the
Fund may require regarding any investment company in whose
shares the Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to
consult with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund with respect to the
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolio are not to be deemed exclusive, and
the Administrator shall be free
2
<PAGE>
to render similar services to others as long as its services to the Fund or with
respect to the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed to protect the Administrator against any liability to the Fund or its
shareholders to which it might 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 __________, 2000.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
------------------------ ---------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
3
<PAGE>
EXHIBIT NO. EX-99.H.3
DFA INVESTMENT DIMENSIONS GROUP INC.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ____________, 2000, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the:
"DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO"
(the "Portfolio"), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and
WHEREAS, the Administrator desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Portfolio by the Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance 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;
1
<PAGE>
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Portfolio (except those that govern investment of the
Portfolio's assets);
(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of its shareholders
if and when called by the Board of Directors of the Fund;
(5) furnish such information as the Board of Directors of the
Fund may require regarding any investment company in whose
shares the Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to
consult with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund with respect to the
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolio are not to be deemed exclusive, and
the Administrator shall be free
2
<PAGE>
to render similar services to others as long as its services to the Fund or
with respect to the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed to protect the Administrator against any liability to the Fund or its
shareholders to which it might 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 __________, 2000.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
------------------------ ---------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
3
<PAGE>
EXHIBIT NO. EX-99.H.3
DFA INVESTMENT DIMENSIONS GROUP INC.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ____________, 2000, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the:
"DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO"
(the "Portfolio"), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and
WHEREAS, the Administrator desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Portfolio by the Portfolio's custodian, transfer and
dividend disbursing agent, printers, insurance 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;
1
<PAGE>
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Portfolio (except those that govern investment of
the Portfolio's assets);
(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the Portfolio to conduct meetings of its shareholders
if and when called by the Board of Directors of the Fund;
(5) furnish such information as the Board of Directors of the
Fund may require regarding any investment company in whose
shares the Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the
expense of the Portfolio, the Administrator shall be entitled to
consult with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund with respect to the
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolio are not to be deemed exclusive, and
the Administrator shall be free
2
<PAGE>
to render similar services to others as long as services to the Fund or with
respect to the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed to protect the Administrator against any liability to the Fund or its
shareholders to which it might 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 __________, 2000.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: By:
------------------------ ---------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
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EXHIBIT NO. EX-99.P.1
DFA INVESTMENT DIMENSIONS GROUP INC.
THE DFA INVESTMENT TRUST COMPANY
DIMENSIONAL EMERGING MARKETS VALUE FUND INC.
DIMENSIONAL INVESTMENT GROUP INC.
CODE OF ETHICS
GENERAL
This Amended Code of Ethics of DFA INVESTMENT DIMENSIONS GROUP INC.,
THE DFA INVESTMENT TRUST COMPANY, DIMENSIONAL EMERGING MARKETS VALUE FUND INC.
and DIMENSIONAL INVESTMENT GROUP INC. (the "Funds") is adopted on March 22, 2000
pursuant to the requirements of Rule 17j-1 under the Investment Company Act of
1940, as amended ("1940 Act").
1. DEFINITIONS
(a) "Advisor" means the investment advisor and any subadvisor of a
Fund.
(b) "Investment Personnel" means any employee of a Fund (or of a
company in a control relationship to a Fund) who, in connection
with his or her regular functions or duties, makes or
participates in making, recommendations regarding the purchase
or sale of securities by a Fund, and any natural person who
controls a Fund and who receives information regarding the
purchase or sale of securities by a Fund.
(c) "Control" has the same meaning as in section 2(a)(9) of the 1940
Act.
(d) "Access Person" means: (i) Investment Personnel, (ii) persons
who, in connection with their duties, obtain any information
concerning recommendations regarding Covered Securities made by
an Advisor to a Fund and (iii) officers and directors of a Fund.
(e) "Beneficial Ownership" shall have the meaning ascribed thereto
under rule 16a-1(a)(2) under the Securities Exchange Act of
1934 ("1934 Act").
(f) "Covered Security" means all securities described in section
2(a)(6) of the 1940 Act, except direct obligations of the
Government of the United States, bankers acceptances,
certificates of deposit, commercial paper, high quality,
short-term debt instruments, including repurchase agreements
and shares of registered open-end investment companies.
(g) An "IPO" means an offering of securities registered under the
Securities Act of 1933 ("1933 Act"), the issuer of which,
immediately before the registration, was not subject to the
reporting requirements of sections 13 or 15(d) of the 1934 Act.
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(h) A "Limited Offering" means an offering of securities that is
exempt from registration under the 1933 Act pursuant to sections
4(2) or 4(6) or rules 504, 505 or 506 under the 1933 Act.
(i) A "security held or to be acquired" means a Covered Security
which, within the most recent 15 days (i) is or has been held
by the Fund; or (ii) is being or has been considered by the
Fund for purchase by the Fund for purchase by a Fund.
(j) "Fund" includes all Series and Portfolios of a Fund.
2. PROHIBITIONS
No Access Person of a Fund:
(a) In connection with the purchase or sale by such person
(directly or indirectly) of a security held or to be acquired
by a Fund shall:
(i) employ any device, scheme, or artifice to defraud a Fund;
(ii) make to a Fund any untrue statement of a material fact or
omit to state to a Fund a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon a
Fund; or
(iv) engage in any manipulative practice with respect to a
Fund.
(b) Purchase or sell, directly or indirectly, any Covered Security in
which he or she has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership and which to his or
her actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by a Fund; or
(ii) is then being purchased or sold by a Fund.
3. INVESTMENT IN IPO'S AND LIMITED OFFERINGS.
No Investment Personnel shall acquire direct or indirect Beneficial
Ownership of securities in an IPO or Limited Offering except as
provided in Section 4(f).
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4. EXEMPTED TRANSACTIONS
The prohibitions of Section 2(b) of this Code shall not apply to:
(a) purchases or sales effected in any account over which the person
has no direct or indirect influence or control;
(b) purchases or sales of securities which are not eligible for
purchase or sale by a Fund;
(c) purchases or sales which are non-volitional on the part of
either the person or a Fund;
(d) purchases which are part of an automatic dividend reinvestment
plan;
(e) purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired; and
(f) purchases or sales which receive the prior approval of the
President or the Executive Vice President of a Fund because
there exists only a remote potential for a conflict of
interest with a Fund because they would be very unlikely to
affect a highly institutional market, or because they clearly
are not related economically to the securities to be
purchased, sold or held by a Fund. The President shall solicit
prior approval of personal transactions from the Executive
Vice President and the Executive Vice President shall solicit
approval of personal transactions from the President.
5. PROCEDURAL MATTERS
(a) The Secretary of the Funds shall:
(i) furnish a copy of this Code to each Access Person of
the Funds;
(ii) notify each Access Person of the obligation to the
file reports as provided by Section 6 of this Code;
(iii) maintain the records required by paragraph (f) of Rule
17j-1;
(iv) record and maintain records of actions taken pursuant to
Section 4(f) herein and the reasons for such actions; and
(v) at least annually, furnish the board of
directors/trustees a written report that:
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a. certifies that the Fund has adopted procedures
reasonably necessary to prevent Access Persons
from violating the Code; and
b. describes any issues arising under the Code or
procedures since the last report to the board
including, but not limited to, information about
material violations of the Code or procedures and
sanctions imposed in response to material
violations.
6. REPORTING
(a) No later than 10 days after a person becomes an Access Person,
such person shall file a report with the Funds containing the
following information (which must be current as of a date not
more than 30 days before the date of submission):
(i) The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
(ii) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect benefit
of the Access Person as of the date the person became an
Access Person; and
(iii) The date the report is submitted by the Access Person.
(b) Within 10 days after the end of each calendar quarter, every
Access Person shall file a written report with the Fund with
respect to any transactions in a Covered Security in which
such Access Person has, or by reason of such transaction
acquires or disposes of, any direct or indirect beneficial
ownership in a Covered Security. Each report shall contain the
following information:
(i) The date of the transaction, the title and the number
of shares, and the principal amount of each Covered
Security involved, the interest rate and maturity date,
if applicable;
(ii) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and,
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected.
(v) With respect to any account established by an Access
Person in which any securities were held during the
quarter for his or her direct or indirect benefit, the
Access Person shall file a report with the Fund
containing the
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name of the broker, dealer or bank with whom the Access
Person established the account; the date the account was
established; and the date the report is submitted by the
Access Person.
(c) Annually, within 10 days after the end of each calendar year,
each Access Person shall file a report with the Fund
containing the following information (which must be current as
of a date no more than 30 days before the report is
submitted):
(i) the title, number of shares and principal amount of
each Covered Security in which the Access Person has
any direct or indirect beneficial ownership; and
(ii) the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect
benefit of the Access Person.
(d) Any report made hereunder may contain a statement that the
report shall not be construed as an admission by the person
making such report that he has any direct or indirect
beneficial ownership in the security to which the report
relates and all reports shall state that they are made by an
Access Person.
The foregoing provisions of Section 6 notwithstanding, no
report need be filed for transactions effected for, and
Covered Securities held in, any account over which an Access
Person has no influence or control.
(e) A director of a Fund, who is not an "interested person" of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act, and
who would be required to make a report solely by reason of being
a Fund director, need not request prior approval for a trade,
pursuant to Section 4(f), nor make an initial holdings report
under paragraph 6(a) or an annual holdings report under paragraph
6(c) and need not make a quarterly transaction report under
paragraph 6(b) herein unless the director knew or, in the
ordinary course of fulfilling his or her official duties as a
Fund director, should have known, that during the 15 day
immediately before or after the director's transaction in a
Covered Security, a Fund purchased or sold the Covered Security,
or a Fund or an Adviser considered purchasing or selling the
Covered Security for a Fund.
(f) No report need be filed pursuant to Section 6(b) if it would
duplicate information contained in broker trade confirmations
or account statements received by the Fund on a timely basis,
as required by Section 6(b) and contains the information
required by such section.
(g) All reports made pursuant to this section 6 shall be filed with
the Secretary of the Funds.
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7. VIOLATIONS
Upon being apprised of facts which indicate that a violation of this
Code may have occurred, the Ethics Committee shall determine whether,
in its judgment, the conduct being considered did in fact violate to a
material degree the provisions of this Code. If the Ethics Committee
determines that a material violation of the Code has occurred, the
Ethics Committee shall so advise the Board of Directors and the board
may impose such sanctions as it deems appropriate under the
circumstances. If the person whose conduct is being considered by the
Committee or the board is a member of the Committee or a director or
trustee of the Fund, he shall not be eligible to participate in the
judgment of the Committee or board as to whether a violation exists or
in whether, or to what extent, sanctions should be imposed.
8. ADVISOR'S REPORT
On an annual basis Advisor shall provide the board of directors/trustees
with a report describing material violations of its Code of Ethics during
the preceding year.
9. APPROVALS
This Code of Ethics, and any material change hereto, are subject to the
approval of the board of directors/trustees of each Fund, including
approval by a majority of the disinterested directors. Each board shall
base its approval of the Code, and any material change to the Code, on
a determination that the Code contains provisions reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by
sections 2 and 3 of the Code. Prior to approving the Code, the board of
directors must receive certification from the President that the Funds
have adopted procedures reasonably necessary to prevent Access Persons
from violating the Code. The Funds' board must approve any material
change to the Code not later than six months after adoption of such
change.
* * * * * * *
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EXHIBIT NO. EX-99.P.2
DRAFT -- 04/05/00
-----------------
AMENDED AND RESTATED
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DFA AUSTRALIA LTD.
CODE OF ETHICS
--------------
DATED APRIL 14, 2000
GENERAL
This amended and restated Code of Ethics is adopted by Dimensional Fund
Advisors Inc. ("DFA"), DFA Securities Inc. ("DFAS") and DFA Australia Ltd.
("DFAL") this 14th day of April, 2000 pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended. Capitalized terms that are
not otherwise defined shall have the meanings set forth in section 9 herein. It
is the policy of DFA, DFAS and DFAL (hereinafter referred to as "Employers") in
connection with personal securities investments of Access Persons, that such
persons at all times shall place the interests of Employers' clients first. All
personal securities transactions of Access Persons shall be conducted in a
manner consistent with this Code of Ethics and to avoid any actual or potential
conflict of interest and any abuse of an Access Person's position of trust and
responsibility. An Access Person may not take inappropriate advantage of his or
her position with Employers.
1. PROHIBITIONS: ACCESS PERSONS. No Access Person of Employers:
(a) In connection with the purchase or sale by such person of a Security
Held or to be Acquired by a registered investment company (sometimes
referred to herein as a "Fund") for which DFA or DFAL act as
investment adviser or DFAS acts as the principal underwriter:
(i) shall employ any device, scheme or artifice to defraud such
registered investment company;
(ii) shall make to such registered investment company any untrue
statement of a material fact or omit to state to such registered
investment company a material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading;
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(iii) shall engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon such
registered investment company; or
(iv) shall engage in any manipulative practice with respect to such
registered investment company.
(b) Shall purchase or sell, directly or indirectly, any security in which
he has, or by reason of such transaction acquires, any direct or
indirect Beneficial Ownership and which to his actual knowledge at the
time of such purchase or sale:
(i) is being considered for purchase or sale by such registered
investment company; or
(ii) is then being purchased or sold by such registered investment
company.
2. PROHIBITIONS: INVESTMENT PERSONNEL. In addition to the above-stated
prohibitions, no Investment Personnel shall:
(a) acquire any securities in an Initial Public Offering or Limited
Offering, except as provided in section 3(f) herein;
(b) accept any personal gift of more than DE MINIMIS value from any person
or entity that does business with, or on behalf of an Employers'
account of any client; or
(c) serve on the board of directors of a publicly traded company, except
as provided in section 3(g) herein.
3. EXEMPTED TRANSACTIONS. The prohibitions of sections 1 and 2 of this Code
shall not apply to:
(a) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for purchase
or sale by a registered investment company for which DFA or DFAL act
as the investment adviser or DFAS acts as the principal underwriter.
(c) Purchases or sales which are non-volitional on the part of either the
Access Person or a registered investment company for which DFA or DFAL
act as the investment adviser or DFAS acts as the principal
underwriter.
(d) Purchases which are part of an automatic dividend reinvestment plan.
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(e) Purchases effected upon the exercise of rights issued by an issuer PRO
RATA to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired.
(f) Purchase or sale requests which receive the prior approval of the
President or the Executive Vice President of a registered investment
company for which DFA or DFAL act as the investment adviser or DFAS
acts as the principal underwriter because there exists only a remote
potential for a conflict of interest with such registered investment
company because they would be very unlikely to affect a highly
institutional market, or when they clearly are not related
economically to the securities to be purchased, sold or held by such
registered investment company. The Secretary of Employers, as the case
may be, shall record any action taken pursuant to this subsection
3(f).
(g) Service by an Access Person on the board of directors of a publicly
traded company if prior notice is given to the President or Chief
Investment Officer of each Employer of such appointment. In the event
that the President or Chief Investment Officer, in consultation with
outside counsel, should decide that the potential for conflicts of
interests exists with respect to such person's obligations as a
director and Employer's duties to its clients, the President or Chief
Investment Officer may, acting upon the recommendations of outside
counsel, place restrictions on the activities of, or information
received by, such Access Person.
4. COMMUNICATIONS WITH OUTSIDE DIRECTORS. As a regular business practice,
Employers attempt to keep directors informed with respect to its investment
activities through reports and other information provided to them in
connection with board meetings and other events. However, it is each
Employer's policy not to communicate specific trading information and/or
advice on specific issues to outside directors (i.e., no information should
be given on securities for which current activity is being considered for
clients.) Any pattern of repeated requests for such information should be
reported to the Designated Officer.
5. PROCEDURAL MATTERS. The Designated Officer shall:
(a) Furnish a copy of this Code to each Access Person of Employers and
obtain from each such person a written acknowledgment of the receipt
thereof. Each Access Person shall provide the Designated Officer, on
an annual basis, with an executed certificate stating that he or she
has read and understood each Employer's Code of Ethics, respectively,
and recognizes that he or she is subject to the Code. In addition,
each Access Person shall certify to the Designated Officer on an
annual basis that he or she has complied with the requirements of each
Employer's Code of Ethics and has disclosed or reported all personal
securities transactions, holdings and accounts required to be
disclosed or reported pursuant to the requirements of this Code.
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(b) Notify each such Access Person of his/her obligation to file reports
as required by section 6 of this Code and the procedures for filing
such reports.
(c) Report to the Ethics Committee the facts contained in any reports
filed with the Designated Officer pursuant to section 6 of this Code
when any such report indicates that an Access Person may have engaged
in a transaction in a Security Held or to be Acquired by the Fund in
violation of this Code.
(d) Maintain any records required by this Code or Rule 17j-1 including (i)
a copy of any ethics code in effect at any time within the past five
years, (ii) the names of each Access Person subject to the reporting
requirements of this Code currently or within the last five years,
(iii) the names of personnel who are responsible for reviewing the
reports filed under section 6 of this Code; (iv) copies of reports
made by Access Persons; (v) copies of reports made of the trustees of
a Fund; (vi) records of any actions taken under section 3(f); and
(vii) records of any violation of this Code, and/or any action taken
as a result of such violation in an easily accessible place for a
period of not less than five years following the end of the fiscal
year in which the violation occurs.
(e) Implement procedures to safeguard the confidentiality of reports filed
and records maintained pursuant to this Code.
6. REPORTING BY ACCESS PERSONS.
(a) Upon commencement of employment (or upon becoming an Access Person),
all Access Persons must disclose all holdings of Covered Securities in
which they have any direct or indirect Beneficial Ownership to the
Designated Officer. Such report shall be made within ten calendar days
after commencement of employment (or upon becoming an Access Person)
and shall include the following information (which information must be
current as of a date no more than 30 days before the date of
submission):
(i) The title, number of shares and principal amount of each Covered
Security in which such Access Person has any direct or indirect
Beneficial Ownership when the person becomes an Access Person;
(ii) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for
the direct or indirect benefit of such person as of the date the
person became an Access Person; and
(iii) The date the report is submitted by the Access Person.
This section shall apply to persons who become Access Persons after March 1,
2000.
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(a) Every Access Person must submit the information required by section
6(a) to the Designated Officer annually within thirty calendar days
after the last day of each calendar year. The first such reports shall
be for the year ended December 31, 2000.
(b) Within ten calendar days after the end of each calendar quarter, every
Access Person shall report to the Designated Officer the following
information with respect to transactions in any Covered Security in
which such Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership in the security:
(i) The date of the transaction, the title, the interest rate and
maturity (if applicable), the number of shares and the principal
amount of each Covered Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected;
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected; and
(v) The date the report is submitted by the Access Person.
(c) No person shall be required to make the reports set forth in this
section with respect to transactions effected for, and Covered
Securities held in, any account over which such person does not have
any direct or indirect influence. No Access Person of DFA or DFAL
shall be required to make the report required under section (c) above
with respect to information which would be duplicative of information
recorded pursuant to Rule 204-2(a)(12) or 204-2(a)(13) under the
Investment Advisers Act of 1940.
(d) Any report made pursuant to this section 6 may contain a statement
that the report shall not be construed as an admission by the person
making such report that he/she has any direct or indirect Beneficial
Ownership in the security to which the report relates.
(e) All reports of securities transactions and holdings filed pursuant to
this section shall be deemed confidential and shall not be disclosed
to any person except as may be necessary to enforce this Code or as
may be required by law.
(f) The Designated Officer is responsible for enforcing the provisions of
this Code, detecting violations of this Code, reviewing reports or
other statements submitted pursuant to section 6 of this Code, and
maintaining the confidentiality of any reports or other records
maintained pursuant to
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this Code. In establishing review procedures for reports submitted
pursuant to this Code, the Designated Officer shall give due
consideration to the types of securities reported, the position of the
person submitting the report, the degree of access to current trading
information, and the possible effect of the holdings or transactions
on securities held by clients. The Ethics Committee is responsible for
reviewing any such reports submitted by the Designated Officer.
2. VIOLATIONS. Upon being apprised of facts which indicate that a violation of
this Code may have occurred, the Ethics Committee shall determine whether,
in its judgment, the conduct being considered did in fact violate the
provisions of this Code. If the Ethics Committee determines that a material
violation of this Code has occurred, the Ethics Committee shall so advise
the Board of Directors and the Board may impose such sanctions as it deems
appropriate in the circumstances. If the person whose conduct is being
considered by the Ethics Committee or Board is a member of the Committee or
Board, he/she shall not be eligible to participate in the judgment of the
Committee or Board as to whether a violation exists or in whether, or to
what extent, sanctions should be imposed.
3. MISCELLANEOUS
(a) Employers shall submit this Code to the boards of directors or
trustees of each registered investment company for which DFA or DFAL
act as investment adviser or DFAS acts as principal underwriter for
approval within the time frames required by Rule 17j-1. Any material
changes to this Code shall be submitted to such boards within six
months of such change.
(b) On an annual basis, Employers shall provide a written report outlining
material violations or matters that arose under the Code during the
prior year to the board of directors or trustees of each registered
investment company for which DFA or DFAL act as investment adviser or
DFAS acts as principal underwriter.
(c) The Ethics Committee shall have the authority to exempt any person or
class of persons or transaction or class of transactions from all or
any portion of this Code and to adopt interpretive positions with
respect to any provision of this Code. Any such action shall be based
on a good faith determination that (i) such exemption or
interpretation is consistent with the fiduciary principles set forth
in this Code and Rule 17j-1; and (ii) the likelihood of any abuse of
the Code as a result of such exemption or interpretation is remote.
The Ethics Committee also may base any such determination on the
advice of counsel that a particular application of all or any portion
of the Code is not legally required.
(d) This Code is designed for the internal use of DFA, DFAS, and DFAL in
meeting their fiduciary and other obligations under applicable
securities
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law. This Code may include reports or procedures that are more
stringent than those required by law. No violation or apparent
violation of this Code shall create any presumption that an Access
Person has violated any law.
4. DEFINITIONS.
(a) For purposes of this Code, the words appearing below in quotation
marks shall have the meanings ascribed thereto; provided however, that
all such terms shall be construed in a manner consistent with the
definitions thereof contained in Rule 17j-1.
(1) "Access Person" means (A) with respect to DFA or DFAL, each
officer and director of such Employers and each employee of such
Employers who, in connection with his regular functions or
duties, makes, participates in, or obtains information regarding
the purchase or sale of a Covered Security by a registered
investment company for which such Employers act as investment
adviser, or whose functions relate to the making of any
recommendations with respect to such purchases or sales, and any
natural person in a control relationship to such Employers who
obtain information concerning recommendations made to such
company with regard to the purchase or sale of a Covered
Security, and (B) with respect to DFAS, each officer and director
of DFAS who in the ordinary course of his business makes,
participates in or obtains information regarding the purchase or
sale of Covered Securities for any registered investment company
for which DFAS acts as the principal underwriter or whose
functions or duties as part of the ordinary course of his
business relate to the making of any recommendation to such
investment company regarding the purchase or sale of Covered
Securities. A person does not become an Access Person by virtue
of normally assisting in the preparation of public reports, or
receiving public reports, but not receiving information about
current recommendations or trading. A single instance of
obtaining knowledge of current recommendations or trading
activity, or infrequently and inadvertently obtaining such
knowledge, will not result in Access Person status.
(2) "Beneficial Ownership" of a security by an Access Person shall be
interpreted in the same manner as it would be in determining
whether a person is subject to the provisions of section 16 of
the Securities Exchange Act of 1934 and the rules and regulations
thereunder, except that the determination of direct or indirect
Beneficial Ownership shall apply to all securities which such
Access Person has or acquires. In general, a person may be
regarded as having Beneficial Ownership of securities held in the
name of:
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(a) a husband, wife, registered domestic partner or minor child;
(b) a relative sharing the same house;
(c) anyone else if the Access Person:
(i) obtains benefits substantially equivalent to ownership
of the securities, or
(ii) can obtain ownership of the securities immediately or
at some future time.
(3) "Covered Security" means all securities except direct obligations
of the Government of the United States, bankers' acceptances,
certificates of deposit, commercial paper, high quality
short-term debt instruments (including repurchase agreements) and
shares of registered open-end investment companies.
(4) "Designated Officer" means the Secretary of the Employers or the
Assistant Secretary or other person than acting as the Secretary,
or such other officer designated by the Ethics Committee;
provided that the Chairman of the Board, or such other officer
designated by the Chairman of the Board, shall be solely
responsible for receiving and reviewing transaction and holding
reports of outside directors.
(5) "Ethics Committee" shall mean the Ethics Committee appointed by
the Board of Directors of the Employers.
(6) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the
reporting requirements of sections 13 or 15(d) of the Securities
Exchange Act of 1934.
(7) "Investment Personnel" means an employee of DFA or DFAL who, in
connection with his or her regular function or duties, makes or
participates in making recommendations regarding the purchase or
sale of securities by the Fund or any natural person who controls
DFA or DFAL and who obtain information concerning recommendations
made to the Fund regarding the purchase or sale of securities by
the Fund.
(8) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section
4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule
506 thereunder.
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(9) A "Security Held or to be Acquired" by a registered investment
company means any Covered Security which, within the most recent
15 days, is or has been held by such company, or is being or has
been considered by such company or its investment advisor for
purchase by such company, and any option to purchase or sell, and
security convertible into or exchangeable for any such Covered
Security.
The requirements of this Code are not applicable to transactions for
any account over which the Access Person has no influence or control. If in
doubt, the Access Person may state on any form required to be completed under
the provisions of this Code that he/she disclaims any Beneficial Ownership in
the securities involved.
9
