DFA INVESTMENT TRUST CO, POS AMI, 1999-06-14

DFA INVESTMENT TRUST CO
POS AMI, 1999-06-14

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File No. 811-7436

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)

Amendment No. 19

(X)

THE DFA INVESTMENT TRUST COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(310) 395-8005
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Irene R. Diamant, 1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)

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Please Send Copy of Communications to:

Stephen W. Kline, Esq.
Stradley, Ronon, Stevens & Young, LLP
Great Valley Corporate Center
30 Valley Stream Parkway
Malvern, Pennsylvania 19355

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THE DFA INVESTMENT TRUST COMPANY
THE U.S. LARGE COMPANY SERIES
THE ENHANCED U.S. LARGE COMPANY SERIES
THE U.S. LARGE CAP VALUE SERIES
THE TAX-MANAGED U.S. MARKETWIDE VALUE SERIES
THE U.S. 4-10 VALUE SERIES
THE U.S. 6-10 VALUE SERIES
THE U.S. 6-10 SMALL COMPANY SERIES
THE U.S. 9-10 SMALL COMPANY SERIES
THE DFA INTERNATIONAL VALUE SERIES
THE JAPANESE SMALL COMPANY SERIES
THE PACIFIC RIM SMALL COMPANY SERIES
THE UNITED KINGDOM SMALL COMPANY SERIES
THE CONTINENTAL SMALL COMPANY SERIES
THE GLOBAL VALUE SERIES
THE GLOBAL LARGE COMPANY SERIES
THE GLOBAL SMALL COMPANY SERIES
THE EMERGING MARKETS SERIES
THE EMERGING MARKETS SMALL CAP SERIES
THE DFA ONE-YEAR FIXED INCOME SERIES
THE DFA TWO-YEAR GLOBAL FIXED INCOME SERIES

JUNE 14, 1999

FORM N-1A, PART A:

RESPONSES TO ITEMS 1 THROUGH 3 HAVE BEEN OMITTED PURSUANT TO PARAGRAPH 2(b) OF
INSTRUCTION B OF THE GENERAL INSTRUCTIONS TO FORM N-1A

ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS

(a) AND (b) INVESTMENT OBJECTIVES AND IMPLEMENTATION OF INVESTMENT OBJECTIVES.
The DFA Investment Trust Company (the "Trust") issues twenty series which are
listed above, each of which operates as a diversified investment company and
represents a separate class ("Series") of the Trust's shares of beneficial
interest. Dimensional Fund Advisors Inc. (the "Advisor") serves as investment
advisor to each of the Series, except The Global Value Series, The Global Large
Company Series and The Global Small Company Series (collectively the "Global
Series"). The Advisor serves as administrator of the Global Series.

The investment objectives, policies and investment limitations of each Series
are set forth below. The investment objective of a Series may not be changed
without the affirmative vote of a majority of the outstanding voting
securities of that Series. The Trust sells its shares to institutional
investors only. Shares of each Series may be issued for cash and/or
securities in which a Series is authorized to invest. In addition, when
acquiring securities from an

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institutional investor in consideration of the issuance of its shares, a
Series may accept securities from the transferor which it would not otherwise
purchase pursuant to its investment policies, as described below. Any such
acquisition would be very small in relation to the then total current value
of the assets acquired by a Series in any such transaction.

THE U.S. LARGE COMPANY SERIES

The U.S. Large Company Series seeks, as its investment objective, to
approximate the investment performance of the Standard & Poor's 500 Composite
Stock Index (the "S&P 500 Index"), in terms of its total investment return.
The Series intends to invest in all of the stocks that comprise the S&P 500
Index in approximately the same proportions as they are represented in the
Index. The amount of each stock purchased for the Series, therefore, will be
based on the issuer's respective market capitalization. The S&P 500 Index is
comprised of a broad and diverse group of stocks most of which are traded on
the NYSE. Generally, these are the U.S. stocks with the largest market
capitalizations and, as a group, they represent approximately 70% of the
total market capitalization of all publicly traded U.S. stocks. Under normal
market conditions, at least 95% of the Series' assets will be invested in the
stocks that comprise the S&P 500 Index.

Ordinarily, portfolio securities will not be sold except to reflect additions
or deletions of the stocks that comprise the S&P 500 Index, including
mergers, reorganizations and similar transactions and, to the extent
necessary, to provide cash to pay redemptions of the Series' shares. The
Series may lend securities to qualified brokers, dealers, banks and other
financial institutions for the purpose of earning additional income. For
information concerning Standard & Poor's Ratings Group, a Division of The
McGraw-Hill Companies ("S&P") and disclaimers of S&P with respect to the
Series, see "STANDARD & POOR'S INFORMATION AND DISCLAIMERS," below.

THE ENHANCED U.S. LARGE COMPANY SERIES

The Enhanced U.S. Large Company Series seeks, as its investment objective, to
achieve a total return which exceeds the total return performance of the S&P
500 Index. The Series may invest in all of the stocks represented in the S&P
500 Index, options on stock indices, stock index futures, options on stock
index futures, swap agreements on stock indices and, to the extent
permissible pursuant to the Investment Company Act of 1940, shares of
investment companies that invest in stock indices. The S&P 500 Index is
comprised of a broad and diverse group of stocks most of which are traded on
the NYSE. Generally, these are the U.S. stocks with the largest market
capitalizations and, as a group, they represent approximately 70% of the
total market capitalization of all publicly traded U.S. stocks.

The Series may, from time to time, also invest in options on stock indices,
stock index futures, options on stock index futures and swap agreements based
on indices other than, but similar to, the S&P 500 Index (such instruments
whether or not based on the S&P 500 Index hereinafter collectively referred
to as "Index Derivatives"). The Series may invest all of its assets in Index
Derivatives (See Item 4(c) "Risks"). Assets of the Series not invested in S&P
500 stocks or

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Index Derivatives may be invested in the same types of short-term fixed
income obligations as may be acquired by The DFA Two-Year Global Fixed Income
Series and, to the extent allowed by the Investment Company Act of 1940,
shares of money market mutual funds (collectively, "Fixed Income
Investments"). (See "INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME SERIES
- - Description of Investments.") Investments in the securities of other
investment companies will involve duplication of certain fees and expenses.
The percentage of assets of the Series that will be invested at any one time
in S&P 500 Index stocks, Index Derivatives and Fixed Income Investments may
vary from time to time, within the discretion of the Advisor and according to
restraints imposed by the Investment Company Act of 1940. The Series will
maintain a segregated account consisting of liquid assets (or, as permitted
by applicable regulation, enter into offsetting positions) to cover its open
positions in Index Derivatives to avoid leveraging of the Series.

The Series will enter into positions in futures and options on futures only
to the extent such positions are permissible with respect to applicable rules
of the Commodity Futures Trading Commission without registering the Series or
the Trust as a commodities pool operator. In addition, the Series may not be
able to utilize Index Derivatives to the extent otherwise permissible or
desirable because of constraints imposed by the Internal Revenue Code of
1986, as amended (the "Code") or by unanticipated illiquidity in the
marketplace for such instruments. For more information about Index
Derivatives, see Item 4(c) "Risks."

It is the position of the Securities and Exchange Commission ("SEC") that
over-the-counter options are illiquid. Accordingly, the Series will invest in
such options only to the extent consistent with its 15% limit on investment
in illiquid securities.

STANDARD AND POOR'S - INFORMATION AND DISCLAIMERS

Neither The U.S. Large Company Series nor The Enhanced U.S. Large Company
Series (together, the "Large Company Series") are sponsored, endorsed, sold
or promoted by S&P. S&P makes no representation or warranty, express or
implied, to the owners of the Large Company Series or any member of the
public regarding the advisability of investing in securities generally or in
the Large Company Series particularly or the ability of the S&P 500 Index to
track general stock market performance. S&P's only relationship to the Large
Company Series is the licensing of certain trademarks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Large Company Series. S&P has no obligation to take the
needs of the Large Company Series or their respective owners into
consideration in determining, composing or calculating the S&P 500 Index. S&P
is not responsible for and has not participated in the determination of the
prices and amount of the Large Company Series or in the issuance or sale of
the Large Company Series or in the determination or calculation of the
equation by which the Large Company Series are to be converted into cash. S&P
has no obligation or liability in connection with the administration,
marketing or trading of the Large Company Series.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN, AND S&P SHALL HAVE

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NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

INVESTMENT OBJECTIVES AND POLICIES - U.S. VALUE SERIES

The investment objective of The U.S. Large Cap Value Series (the "Large Cap
Value Series"), The Tax-Managed U.S. Marketwide Value Series (the
"Tax-Managed Marketwide Value Series"), U.S. 4-10 Value Series (the "4-10
Value Series") and U.S. 6-10 Value Series (the "6-10 Value Series")
(collectively the "U.S. Value Series") is to achieve long-term capital
appreciation. Ordinarily, each Series will invest at least 80% of its assets
in a broad and diverse group of readily marketable common stocks of U.S.
companies which the Advisor believes to be value stocks at the time of
purchase. Securities are considered value stocks primarily because a
company's shares have a high book value in relation to their market value (a
"book to market ratio"). In measuring value, the Advisor may consider
additional factors such as cash flow, economic conditions and developments in
the issuer's industry. Generally, a company's shares will be considered to
have a high book to market ratio if the ratio equals or exceeds the ratios of
any of the 30% of companies with the highest positive book to market ratios
whose shares are listed on the NYSE and, except as described below under
"Portfolio Construction," will be considered eligible for investment.

The Large Cap Value Series will purchase common stocks of companies whose
market capitalizations equal or exceed those of the companies having the
median market capitalization of companies whose shares are listed on the
NYSE, and the 6-10 Value Series will purchase common stocks of companies
whose market capitalizations are smaller than that of the company having the
median market capitalization of companies listed on the NYSE. The Tax-Managed
Marketwide Value Series will purchase common stocks of companies whose market
capitalizations are equal to the market capitalizations of companies in the
1st through 8th deciles of those companies listed on the NYSE. The 4-10 Value
Series will purchase common stocks of companies whose market capitalizations
are equal to the market capitalizations of companies in the 4th through 10th
deciles of those companies listed on the NYSE. With respect to the 9th and
10th deciles, the 4-10 Value Series will only purchase such common stocks
when it is advantageous to do so through block trades with the Advisor's
other accounts.

THE TAX-MANAGED MARKETWIDE VALUE SERIES. The Tax-Managed Marketwide Value Series
seeks to minimize the impact of federal taxes on returns by managing its
portfolio in a manner that will defer the realization of net capital gains and
may minimize the receipt of dividend income in

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order to minimize taxable distributions to investors.

When selling securities, the Tax-Managed Marketwide Value Series typically
will select the highest cost shares of the specific security in order to
minimize the realization of capital gains. In certain cases, the highest cost
shares may produce a short-term capital gain. Since short-term capital gains
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. The
Tax-Managed Marketwide Value Series will seek, when possible, not to dispose
of a security until the long-term holding period for capital gains for tax
purposes has been satisfied. Additionally, the Tax-Managed Marketwide Value
Series may, when consistent with all other tax management policies, sell
securities in order to realize capital losses. Realized capital losses can be
used to offset realized capital gains, thus reducing capital gains
distributions. However, 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 the
Tax-Managed Marketwide Value Series realizes net capital losses. The timing
of purchases and sales of securities may be managed to minimize the receipt
of dividends to the extent possible. With respect to dividends that are
received, the Tax-Managed Marketwide Value Series may not be eligible to flow
through the dividends received deduction attributable to holdings in U.S.
equity securities to corporate shareholders, if because of timing activities,
the requisite holding period of the dividend paying stock is not met.
Portfolio holdings may be managed to emphasize low dividend-yielding
securities.

The Tax-Managed Marketwide Value Series is expected to deviate from its
market capitalization weightings to a greater extent than the non-tax managed
Series. For example, the Advisor may exclude the stock of a company that
meets applicable market capitalization criterion in order to avoid dividend
income, and the Advisor may sell the stock of a company that meets applicable
market capitalization criterion in order to realize a capital loss.
Additionally, while the U.S. Value Series are managed so that securities
will generally be held for longer than one year, the Tax-Managed Marketwide
Value Series may dispose of any securities whenever the Advisor determines
that such disposition would be consistent with the tax management strategies
of the Tax-Managed Marketwide Value Series.

Although the Advisor seeks to manage the Tax-Managed Marketwide Value Series
in order to minimize the realization of capital gains and possible taxable
dividend income during a particular year, the Tax-Managed Marketwide Value
Series may nonetheless distribute taxable gains and taxable income to
shareholders from time to time. Furthermore, shareholders may be required to
pay taxes on the Tax-Managed Marketwide Value Series' capital gains, if any,
realized upon the sale of the Tax-Managed Marketwide Value Series' assets to
meet redemptions of shares of the Tax-Managed Marketwide Value Series. The
redeeming shareholder will be required to pay taxes on the shareholder's
capital gains realized on a redemption, whether paid in cash or in kind, if
the amount realized on redemption is greater than the amount of the
shareholder's tax basis in the shares sold.

PORTFOLIO CONSTRUCTION. The Series may invest a portion of their assets,
ordinarily not more than 20%, in high quality, highly liquid fixed income
securities such as money market instruments

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and short-term repurchase agreements. The Series will purchase securities
that are listed on the principal U.S. national securities exchanges and
traded OTC.

Each of the U.S. Value Series will be structured on a market capitalization
basis, by generally basing the amount of each security purchased on the
issuer's relative market capitalization, with a view to creating in each
Series a reasonable reflection of the relative market capitalizations of its
portfolio companies. However, the Advisor may exclude the securities of a
company that otherwise meets the applicable criteria described above if the
Advisor determines in its best judgment that other conditions exist that make
the inclusion of such security inappropriate.

Deviation from strict market capitalization weighting also will occur in the
Series because they intend to purchase round lots only and, with respect to
the 4-10 Value Series and the Tax-Managed Marketwide Value Series, because
they intend to purchase common stocks in the 4th through 10th deciles only
(in the case of the 4-10 Value Series) and in the 1st through 8th deciles
only (in the case of the Tax-Managed Marketwide Value Series) through block
trades, as described above. Furthermore, in order to retain sufficient
liquidity, the relative amount of any security held by a Series may be
reduced, from time to time, from the level which strict adherence to market
capitalization weighting would otherwise require. A portion, but generally
not in excess of 20%, of a Series' assets may be invested in interest-bearing
obligations, as described above, thereby causing further deviation from
strict market capitalization weighting. The Series may make block purchases
of eligible securities at opportune prices even though such purchases exceed
the number of shares which, at the time of purchase, strict adherence to the
policy of market capitalization weighting would otherwise require. In
addition, the Series may acquire securities eligible for purchase or
otherwise represented in their portfolios at the time of the exchange in
exchange for the issuance of their shares. (See "In Kind Purchases" in Item
7(b).) While such purchases and acquisitions might cause a temporary
deviation from market capitalization weighting, they would ordinarily be made
in anticipation of further growth of the assets of a Series. On not less than
a semi-annual basis, for each Series the Advisor will calculate the book to
market ratio necessary to determine those companies whose stocks may be
eligible for investment.

PORTFOLIO TRANSACTIONS. The Series do not intend to purchase or sell
securities based on the prospects for the economy, the securities markets or
the individual issuers whose shares are eligible for purchase. As described
above under "Portfolio Construction," investments will be made in virtually
all eligible securities on a market capitalization weighted basis.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. The Large Cap Value Series and Tax-Managed
Marketwide Value Series may sell portfolio securities when the issuer's
market capitalization falls substantially below that of the issuer with the
minimum market capitalization which is then eligible for purchase by the
Series. The 4-10 and 6-10 Value Series each may sell portfolio securities
when the issuer's market capitalization increases to a level that
substantially exceeds that of the issuer with the largest market
capitalization which is then eligible for investment by the Series. However,
securities may be sold at any time when, in the Advisor's judgment,
circumstances warrant their sale.

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In addition, the Large Cap Value Series and Tax-Managed Marketwide Value
Series may sell portfolio securities when their book to market ratio falls
substantially below that of the security with the lowest such ratio that is
then eligible for purchase by the Series. The 4-10 and 6-10 Value Series may
also sell portfolio securities in the same circumstances, however, each
Series anticipates generally to retain securities of issuers with relatively
smaller market capitalizations for longer periods, despite any decrease in
the issuer's book to market ratio.

With regard to the Tax-Managed Marketwide Value Series, management strategies
used to defer the realization of accrued capital gains and to minimize
dividend income might from time to time cause deviation from market
capitalization weighting. The Tax-Managed Marketwide Value Series is not
expected to adhere to its market capitalization weightings with the same
precision as the 4-10 and 6-10 Value Series. (See "Tax-Managed Marketwide
Value Series" above.)

INVESTMENT OBJECTIVES AND POLICIES - SMALL COMPANY SERIES

The U.S. 6-10 Small Company, U.S. 9-10 Small Company, Japanese Small Company,
Pacific Rim Small Company, United Kingdom Small Company and Continental Small
Company Series of the Trust (the "Small Company Series"), each has an
investment objective to achieve long-term capital appreciation. The Small
Company Series provide investors with access to securities portfolios
consisting of small U.S., Japanese, United Kingdom, European and Pacific Rim
companies. Company size will be determined for purposes of these Series
solely on the basis of a company's market capitalization. "Market
capitalization" for domestic securities will be calculated by multiplying the
price of a company's stock by the number of its shares of outstanding common
stock. "Market capitalization" for foreign securities will be calculated
using the number of outstanding stocks similar to domestic common stocks.

Each Small Company Series intends to invest at least 80% of its assets in
equity securities of U.S., Japanese, United Kingdom, European and Pacific Rim
small companies, as defined herein, and as applicable to the Series. Each
Small Company Series will be structured to reflect reasonably the relative
market capitalizations of its portfolio companies. The Advisor believes that
over the long term the investment performance of small companies is superior
to large companies, not only in the U.S. but in other developed countries as
well, and that investment in the Series is an effective way to improve global
diversification. Investors which, for a variety of reasons, may choose not to
make substantial, or any, direct investment in companies whose securities
will be held by the Small Company Series, may participate in the investment
performance of these companies through ownership of a Series' stock.

THE U.S. 6-10 SMALL COMPANY SERIES

The U.S. 6-10 Small Company Series (the "U.S. 6-10 Series") will invest in a
broad and diverse group of small U.S. companies having readily marketable
securities. References in this registration statement to a "small U.S. company"
mean a company whose securities are traded in the U.S. securities markets and
whose market capitalization is not larger than the largest of those in the
smaller one-half (deciles 6 through 10) of companies listed on the New York
Stock Exchange ("NYSE"). The Series will purchase common stocks of companies
whose shares are

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listed on the NYSE, the American Stock Exchange ("AMEX") and traded in the
over-the-counter market ("OTC"). The 6-10 Series may invest in securities of
foreign issuers which are traded in the U.S. securities markets, but such
investments may not exceed 5% of the gross assets of the Series. It is the
intention of the U.S. 6-10 Series to acquire a portion of the common stock of
each eligible NYSE, AMEX and OTC company on a market capitalization weighted
basis. In the future, the U.S. 6-10 Series may purchase common stocks of
small U.S. companies which are listed on other U.S. securities exchanges. In
addition, the Series is authorized to invest in private placements of
interest-bearing debentures that are convertible into common stock. Such
investments are considered illiquid, and the value thereof together with the
value of all other illiquid investments may not exceed 15% of the value of
the Series' net assets at the time of purchase.

THE U.S. 9-10 SMALL COMPANY SERIES

The U.S. 9-10 Small Company Series (the "U.S. 9-10 Series") will invest in a
broad and diverse segment of small U.S. companies having readily marketable
stocks, and whose market capitalization is not larger than the largest of
those in the quintile of companies listed on the NYSE having the smallest
market capitalizations (smallest 20%). The U.S. 9-10 Series will purchase
stocks of companies whose share are listed on the NYSE or AMEX or traded OTC.
The U.S. 9-10 Series may invest in securities of foreign issuers which are
traded in the U.S. securities markets, but such investments may not exceed 5%
of the gross assets of the Series. There is some overlap in the companies in
which the U.S. 9-10 Series and the U.S. 6-10 Series invest. It is the
intention of the U.S. 9-10 Series to acquire a portion of the stock of each
eligible NYSE, AMEX and OTC company on a market capitalization weighted
basis. (See "INVESTMENT OBJECTIVES AND POLICIES - SMALL COMPANY SERIES -
Portfolio Construction.") In the future, the U.S. 9-10 Series may include
stocks of small U.S. companies which are listed on other U.S. securities
exchanges. The U.S. 9-10 Series is authorized to invest in privately placed
convertible debentures and the value thereof together with the value of all
other illiquid investments may not exceed 10% of the value of the Series' net
assets at the time of purchase.

THE JAPANESE SMALL COMPANY SERIES

The Japanese Small Company Series (the "Japanese Series") will invest in a
broad and diverse group of readily marketable stocks of Japanese small
companies which are traded in the Japanese securities markets. Generally,
reference in this registration statement to the term "Japanese small company"
means a company located in Japan whose market capitalization is not larger
than the largest of those in the smaller one-half (deciles 6 through 10) of
companies whose securities are listed on the First Section of the Tokyo Stock
Exchange ("TSE").

While the Japanese Series will invest primarily in the stocks of small companies
which are listed on the TSE, it may acquire the stocks of Japanese small
companies which are traded in other Japanese securities markets as well. It is
the intention of the Japanese Series to acquire a portion of the stock of each
of these companies on a market capitalization weighted basis. The Japanese
Series also may invest up to 5% of its assets in convertible debentures issued
by Japanese small

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companies. (See "INVESTMENT OBJECTIVES AND POLICIES - SMALL COMPANY SERIES
- -Portfolio Construction.")

THE UNITED KINGDOM SMALL COMPANY SERIES

The United Kingdom Small Company Series (the "United Kingdom Series") will
invest in a broad and diverse group of readily marketable stocks of United
Kingdom small companies which are traded principally on the International
Stock Exchange of the United Kingdom and the Republic of Ireland ("ISE").
Generally, reference in this registration statement to a "United Kingdom
small company" means a company organized in the United Kingdom, with shares
listed on the ISE whose market capitalization is not larger than the largest
of those in the smaller one-half (deciles 6 through 10) of companies included
in the Financial Times-Actuaries All Share Index ("FTA").

The FTA is an index of stocks traded on the ISE, which is similar to the S&P
500 Index, and is used by investment professionals in the United Kingdom for
the same purposes as investment professionals in the U.S. use the S&P 500
Index. While the FTA typically will be used by the United Kingdom Series to
determine the maximum market capitalization of any company whose stock the
Series will purchase, acquisitions by the United Kingdom Series will not be
limited to stocks which are included in the FTA. The United Kingdom Series
will not, however, purchase shares of any investment trust or of any company
whose market capitalization is less than $5,000,000.

It is the intention of the United Kingdom Series to acquire a portion of the
stock of each eligible company on a market capitalization basis. The United
Kingdom Series also may invest up to 5% of its assets in convertible
debentures issued by United Kingdom small companies. (See "INVESTMENT
OBJECTIVES AND POLICIES - SMALL COMPANY SERIES - Portfolio Construction.")

THE CONTINENTAL SMALL COMPANY SERIES

The Continental Small Company Series (the "Continental Series") is authorized
to invest in readily marketable stocks of a broad and diverse group of small
companies organized under the laws of certain European countries. As of the
date of this registration statement, the Continental Series may invest in
small companies located in Austria, Belgium, Denmark, Finland, France,
Germany, Ireland, Italy, the Netherlands, Norway, Spain, Sweden, and
Switzerland, whose shares are traded principally in securities markets
located in those countries. Company size will be determined by the Advisor in
a manner that will compare the market capitalizations of companies in all
countries in which the Continental Series invests. The Advisor typically will
use the appropriate country indices of the Financial Times-Actuaries World
Index ("FTW") converted to a common currency, the United States dollar, and
aggregated to define "small companies." The FTW consists of a series of
country indices which contain generally the largest companies in the major
industry sectors in proportion to their market capitalization whose shares
are available for purchase by non-resident investors. Its constituents
represent about 70% of the total market capitalization of the respective
markets. Generally, companies with publicly traded

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stock whose market capitalizations are not greater than the largest of those
in the smallest 20% (9th and 10th deciles) of companies listed in the FTW as
combined for the countries in which the Continental Series invests will be
considered to be "small companies" and will be eligible for purchase by the
Continental Series.

While the Advisor typically will use the aggregated FTW indices to determine
the maximum size of eligible portfolio companies, portfolio acquisitions will
not be limited to stocks listed on the FTW for any country. The Continental
Series does not intend, however, to purchase shares of any company whose
market capitalization is less than the equivalent of $5,000,000. The
Continental Series intends to acquire a portion of the stock of each eligible
company on a market capitalization basis. The Continental Series also may
invest up to 5% of its assets in convertible debentures issued by European
small companies. The Continental Series has acquired the stocks of small
companies located in Belgium, Denmark, Finland, France, Germany, Ireland,
Italy, the Netherlands, Norway, Spain, Sweden and Switzerland. When the
Advisor determines that the investments of the Continental Series in the
stocks of small companies in those countries are sufficiently diverse, the
stocks of small companies located in other European countries may be acquired
on a country-by-country basis. In addition, the Advisor may in its discretion
either limit further investments in a particular country or divest the
Continental Series of holdings in a particular country. (See "INVESTMENT
OBJECTIVES AND POLICIES - SMALL COMPANY SERIES - Portfolio Construction.")

THE PACIFIC RIM SMALL COMPANY SERIES

The Pacific Rim Small Company Series (the "Pacific Rim Series") is authorized
to invest in stocks of a broad and diverse group of small companies located
in Australia, New Zealand and Pacific Rim Asian countries whose shares are
traded principally on the securities markets located in those countries. As
of the date of this registration statement, the Pacific Rim Series may invest
in small companies located in Australia, Hong Kong, Malaysia, New Zealand and
Singapore. In the future, the Advisor may add small companies located in
other Pacific Rim Asian countries as securities markets in these countries
become accessible. In addition, the Advisor may in its discretion either
limit further investments in a particular country or divest the Pacific Rim
Series of holdings in a particular country. As of September 10, 1998, the
Pacific Rim Series ceased offering its shares to new investors as a
consequence of certain restrictions imposed by the Malaysian government on
the repatriation of assets by foreign investors, such as the Pacific Rim
Series. (See "Item 4(c) - Risks - Investing in Emerging Markets.") As of June
14, 1999, the Pacific Rim Series resumed offering its shares to new investors
as a result of events in Malaysia that the Advisor believes has demonstrated
an improved investment climate and regulatory environment.

Company size will be determined by the Advisor in a manner that will compare the
market capitalizations of the companies in all countries in which the Pacific
Rim Series invests. The Advisor typically will use the appropriate country
indices of the FTW converted to a common currency and aggregated, to define
"small companies." Generally, companies with publicly traded stock whose market
capitalizations are not greater than the largest of those in the smallest 30% of
companies (8th, 9th and 10th deciles) listed in the FTW as combined for the
countries in

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<PAGE>

which the Pacific Rim Series invests will be considered to be "small
companies" and will be eligible for purchase by the Pacific Rim Series.

PORTFOLIO CONSTRUCTION

Each Small Company Series is structured by generally basing the amount of
each security purchased on the issuer's relative market capitalization with a
view to creating in each Series a reasonable reflection of the relative
market capitalizations of its portfolio companies. The following discussion
applies to the investment policies of the Small Company Series.

The decision to include or exclude the shares of an issuer will be made on
the basis of such issuer's relative market capitalization determined by
reference to other companies located in the same country; except with respect
to Continental and Pacific Rim Series, such determination shall be made by
reference to other companies located in all countries in which the Series
invest. Company size is measured in terms of local currencies in order to
eliminate the effect of variations in currency exchange rates, except that
Continental and Pacific Rim Series each will measure company size in terms of
a common currency. Even though a company's stock may meet the applicable
market capitalization criterion, it may not be purchased if (i) in the
Advisor's judgment, the issuer is in extreme financial difficulty, (ii) the
issuer is involved in a merger or consolidation or is the subject of an
acquisition or (iii) a significant portion of the issuer's securities are
closely held. Further, securities of real estate investment trusts will not
be acquired (except as a part of a merger, consolidation or acquisition of
assets). In addition, the Advisor may exclude the stock of a company that
otherwise meets applicable market capitalization criterion if the Advisor
determines in its best judgment that other conditions exist that make the
purchase of such stock inappropriate.

Deviation from strict market capitalization weighting also will occur because
the Advisor intends to purchase round lots only. Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held may be reduced
from time to time from the level which strict adherence to market capitalization
weighting would otherwise require. A portion, but generally not in excess of
20%, of assets may be invested in interest-bearing obligations, such as
money-market instruments for this purpose, thereby causing further deviation
from strict market capitalization weighting.

Block purchases of eligible securities may be made at opportune prices even
though such purchases exceed the number of shares which, at the time of
purchase, strict adherence to the

12
<PAGE>

policy of market capitalization weighting would otherwise require. In
addition, each Small Company Series may, in exchange for the issuance of
shares, acquire securities eligible for purchase or otherwise represented in
their portfolios at the time of the exchange. (See "In Kind Purchases" in
Item 7(b).) While such purchases and acquisitions might cause a temporary
deviation from market capitalization weighting, they would ordinarily be made
in anticipation of further growth of assets.

If securities must be sold in order to obtain funds to make redemption
payments, they may be repurchased as additional cash becomes available. In
most instances, however, management would anticipate selling securities which
had appreciated sufficiently to be eligible for sale and, therefore, would
not need to repurchase such securities. (See "INVESTMENT OBJECTIVES AND
POLICIES - SMALL COMPANY SERIES - Portfolio Transactions.")

Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase take place with
every trade when the securities markets are open for trading due, primarily,
to price fluctuations of such securities. On a not less than semi-annual
basis, the Advisor will determine the market capitalization of the largest
small company eligible for investment. Common stocks whose market
capitalizations are not greater than such company will be purchased.
Additional investments generally will not be made in securities which have
appreciated in value sufficiently to be excluded from the Advisor's then
current market capitalization limit for eligible portfolio securities. This
may result in further deviation from strict market capitalization weighting
and such deviation could be substantial if a significant amount of holdings
increase in value sufficiently to be excluded from the limit for eligible
securities, but not by a sufficient amount to warrant their sale. (See
"INVESTMENT OBJECTIVES AND POLICIES -SMALL COMPANY PORTFOLIOS - Portfolio
Transactions.") A further deviation from market capitalization weighting may
occur if a Series invests a portion of its assets in convertible debentures.

It is management's belief that the stocks of small companies offer, over a
long term, a prudent opportunity for capital appreciation, but, at the same
time, selecting a limited number of such issues for investment involves
greater risk than investing in a large number of them.

Generally, current income is not sought as an investment objective, and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be selected for
investment do pay dividends. It is anticipated, therefore, that dividend
income will be received. Also, each Small Company Series may lend securities
to qualified brokers, dealers, banks and other financial institutions for the
purpose of realizing additional income. (See "Securities Loans" below.)

PORTFOLIO TRANSACTIONS

On a periodic basis, the Advisor will review the holdings of each of the
Small Company Series and determine which, at the time of such review, are no
longer considered small U.S., Japanese, United Kingdom, European or Pacific
Rim companies. The present policy of the Advisor (except with respect to the
U.S. 6-10 Series) is to consider portfolio securities for sale when they

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<PAGE>

have appreciated sufficiently to rank, on a market capitalization basis, more
than one full decile higher than the company with the largest market
capitalization that is eligible for purchase by the particular Small Company
Series as determined periodically by the Advisor. As of the date of this
registration statement, the Advisor has established the following policy with
respect to the U.S. 6-10 Series: securities held by the Series which have
appreciated in value will be considered for sale when the market
capitalization of the issuer has increased sufficiently to rank it in the
largest 50% (deciles 5 through 1) based on market capitalization of
securities listed on the NYSE. The Advisor may, from time to time, revise
such policies if, in the opinion of the Advisor, such revision is necessary
to maintain appropriate market capitalization weighting.

Securities which have depreciated in value since their acquisition will not
be sold solely because prospects for the issuer are not considered
attractive, or due to an expected or realized decline in securities prices in
general. Securities may be disposed of, however, at any time when, in the
Advisor's judgment, circumstances, such as (but not limited to) tender
offers, mergers and similar transactions, or bids made for block purchases at
opportune prices, warrant their sale. Generally, securities will not be sold
to realize short-term profits, but when circumstances warrant, they may be
sold without regard to the length of time held. Generally, securities will be
purchased with the expectation that they will be held for longer than one
year and will be held until such time as they are no longer considered an
appropriate holding in light of the policy of maintaining portfolios of
companies with small market capitalizations.

THE DFA INTERNATIONAL VALUE SERIES

The investment objective of The DFA International Value Series is to achieve
long-term capital appreciation. The Series operates as a diversified
investment company and seeks to achieve its objective by investing in the
stocks of large non-U.S. companies that the Advisor believes to be value
stocks at the time of purchase. Securities are considered value stocks
primarily because a company's shares have a high book value in relation to
their market value (a "book to market ratio"). In measuring value, the
Advisor may consider additional factors such as cash flow, economic
conditions and developments in the issuer's industry. Generally, the shares
of a company in any given country will be considered to have a high book to
market ratio if the ratio equals or exceeds the ratios of any of the 30% of
companies in that country with the highest positive book to market ratios
whose shares are listed on a major exchange, and, except as described below,
will be considered eligible for investment. The Series intends to invest in
the stocks of large companies in countries with developed markets. As of the
date of this registration statement, the Series may invest in the stocks of
large companies in Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the
United Kingdom. As the Series' asset growth permits, it may invest in the
stocks of large companies in other developed markets.

As of September 10, 1998, the Series ceased investing additional funds in
Malaysia as a consequence of certain restrictions imposed by the Malaysian
government on the repatriation of assets by foreign investors, such as the
Series. (See "Item 4(c) - Risks - Investing in Emerging Markets.")

14
<PAGE>

Under normal market conditions, at least 65% of the Series' assets will be
invested in companies organized or having a majority of their assets in or
deriving a majority of their operating income in at least three non-U.S.
countries and no more than 40% of the Series' assets will be invested in such
companies in any one country. The Series reserves the right to invest in
index futures contracts to commit funds awaiting investment or to maintain
liquidity. Such investments entail certain risks. (See "Risks" in Item 4(c).)

As of the date of this registration statement, the Series intends to invest
in companies having at least $800 million of market capitalization, and the
Series will be approximately market capitalization weighted. The Advisor may
reset such floor from time to time to reflect changing market conditions. In
determining market capitalization weights, the Advisor, using its best
judgment, will seek to eliminate the effect of cross holdings on the
individual country weights. As a result, the weighting of certain countries
in the Series may vary from their weighting in international indices such as
those published by The Financial Times, Morgan Stanley Capital International
or Salomon/Russell. The Advisor, however, will not attempt to account for
cross holding within the same country. The Advisor may exclude the stock of a
company that otherwise meets the applicable criteria if the Advisor
determines in its best judgment that other conditions exist that make the
purchase of such stock for the Series inappropriate.

Deviation from market capitalization weighting also will occur because the
Series intends to purchase round lots only. Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held by the Series
may be reduced from time to time from the level which adherence to market
capitalization weighting would otherwise require. A portion, but generally
not in excess of 20%, of the Series' assets may be invested in
interest-bearing obligations, such as money-market instruments, thereby
causing further deviation from market capitalization weighting. Such
investments would be made on a temporary basis pending investment in equity
securities pursuant to the Series' investment objective.

The Series may make block purchases of eligible securities at opportune
prices even though such purchases exceed the number of shares which, at the
time of purchase, adherence to the policy of market capitalization weighting
would otherwise require. In addition, the Series may acquire securities
eligible for purchase or otherwise represented in its portfolio at the time
of the exchange in exchange for the issuance of its shares. (See "In Kind
Purchases" in Item 7(b).) While such transactions might cause a temporary
deviation from market capitalization weighting, they would ordinarily be made
in anticipation of further growth of the assets of the Series.

Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the Series take place with every trade when the securities
markets are open for trading due, primarily, to price fluctuations of such
securities. On a periodic basis, the Advisor will prepare a list of eligible
large companies with high book to market ratios whose stock are eligible for
investment; such list will be revised not less than semi-annually. Only
common stocks whose market capitalizations are not less than such minimum
will be purchased by the Series. Additional investments will not be made in
securities which have depreciated in value to such an extent that they are
not then considered by

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<PAGE>

the Advisor to be large companies. This may result in further deviation from
market capitalization weighting and such deviation could be substantial if a
significant amount of the Series' holdings decrease in value sufficiently to
be excluded from the then current market capitalization requirement for
eligible securities, but not by a sufficient amount to warrant their sale.

It is management's belief that the value stocks of large companies offer,
over a long term, a prudent opportunity for capital appreciation, but, at the
same time, selecting a limited number of such issues for inclusion in the
Series involves greater risk than including a large number of them. The
Advisor does not anticipate that a significant number of securities which
meet the market capitalization criteria will be selectively excluded from the
Series.

The Series does not seek current income as an investment objective, and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in
the Series do pay dividends. It is anticipated, therefore, that the Series
will receive dividend income. The Series may lend securities to qualified
brokers, dealers, banks and other financial institutions for the purpose of
realizing additional income. (See "Securities Loans" below.)

Securities which have depreciated in value since their acquisition will not
be sold by the Series solely because prospects for the issuer are not
considered attractive, or due to an expected or realized decline in
securities prices in general. Securities may be disposed of, however, at any
time when, in the Advisor's judgment, circumstances warrant their sale, such
as tender offers, mergers and similar transactions, or bids made for block
purchases at opportune prices. Generally, securities will not be sold to
realize short-term profits, but when circumstances warrant, they may be sold
without regard to the length of time held. Generally, securities will be
purchased with the expectation that they will be held for longer than one
year, and will be held until such time as they are no longer considered an
appropriate holding in light of the policy of maintaining a portfolio of
companies with large market capitalizations and high book to market ratios.

In addition to the policies discussed in response to this Item, investment
limitations have been adopted by each Series and are noted in response to
Items 12(b) and (c) of Part B.

INVESTMENT OBJECTIVES AND POLICIES - GLOBAL SERIES

The investment objective of each of the Global Series is to achieve long-term
capital appreciation. The Global Value Series provides investors with access
to securities portfolios consisting of stocks of large U.S. and non-U.S.
companies that have high book to market ratios. The Global Large Company
Series provides investors with access to securities portfolios consisting of
stocks that comprise the S&P 500 Index and stocks of large non-U.S. companies
in Europe, Australia and the Far East. The Global Small Company Series
provides investors with access to securities portfolios consisting of stocks
of small Japanese, UK, European, Pacific Rim and U.S. companies.

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<PAGE>

Each of the Global Series seeks to achieve its investment objective by
investing virtually all of its assets in other Series of the Trust, or in
portfolios of other registered investment companies that are managed by the
Advisor, including DFA Investment Dimensions Group Inc. ("DFAIDG"). (The
Series of the Trust, the portfolios of DFAIDG, and the series of any other
registered investment company that is advised by the Advisor in which the
Global Series may invest, from time to time, are referred to as the "Master
Series.") The Global Series sell their shares to institutional investors
located in the United States and abroad. These institutional investors may
include registered and unregistered investment companies. Investors which,
for a variety of reasons, may choose not to make substantial, or any, direct
investment in the companies whose securities will be held by the Master
Series, may participate in the investment performance of those companies
through ownership of shares in one or more Global Series.

PORTFOLIO CONSTRUCTION. The Global Series will invest in the Master Series in
such relative portions as determined by the Trust's management from time to
time. As of the date of this registration statement, each Global Series
intends to invest in the shares of the following Master Series:

Global Value Series
Large Cap Value Series
The DFA International Value Series

Global Large Company Series
U.S. Large Company Series
Large Cap International Portfolio of DFAIDG

Global Small Company Series
U.S. 6-10 Series
Japanese Series
Continental Series
United Kingdom Series
Pacific Rim Series

For a complete description of the investment objectives and policies,
portfolio construction and portfolio transactions for each Master Series, see
"Investment Objectives, Principal Investment Strategies, and Related Risks -
The U.S. Large Company Series," "INVESTMENT OBJECTIVES AND POLICIES - U.S.
VALUE SERIES" and "INVESTMENT OBJECTIVES AND POLICIES - SMALL COMPANY SERIES"
in this registration statement.

The Global Large Company Series intends to invest in shares of the Large Cap
International Portfolio of DFAIDG (the "Large Cap International Portfolio").
The investment objective of the Large Cap International Portfolio is to
achieve long-term capital appreciation by investing in the stocks of non-U.S.
large companies in Europe, Australia and the Far East. Generally, the
companies whose stocks will be selected by the Advisor for the Large Cap
International Portfolio will be in the largest 50% in terms of market
capitalization for each country. Under normal market conditions, at least 65%
of the Large Cap International Portfolio's assets will be invested

17
<PAGE>

in companies organized or having a majority of their assets in or deriving a
majority of their operating income in at least three non-U.S. countries. The
Large Cap International Portfolio reserves the right to invest in index
futures contracts to commit funds awaiting investment or to maintain
liquidity. The Large Cap International Portfolio does not seek current income
as an investment objective and investments will not be based upon an issuer's
dividend payment policy or record. However, many of the companies whose
securities will be included in the Large Cap International Portfolio do pay
dividends. It is anticipated, therefore, that the Large Cap International
Portfolio will receive dividend income.

While each Global Series currently intends to invest in the specific Master
Series identified above, each Global Series may invest in other Master
Series, in such portions as may be determined from time to time by the
Trust's management. In addition, each Global Series may invest in U.S.
government obligations, U.S. government agency obligations, bank obligations
and commercial paper. (See "INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME
SERIES - Description of Investments" in this registration statement.)
Periodically, the Trust's management will determine the allocation of the
assets by each Global Series in the Series' corresponding Master Series. In
setting the target allocations, the Trust's management will first consider
the market capitalizations of all eligible companies in each of the Master
Series. The Trust's management will calculate the market capitalizations for
each Master Series, other than The U.S. Large Company Series, in the manner
described in this registration statement. In determining the target
allocations, the Trust's management, using its best judgment, will seek to
eliminate the effect of cross holdings between companies on a portfolio by
portfolio basis and may take into account the existence of substantial
private or government ownership of the shares of a company. The Trust's
management may also consider such other factors as it deems appropriate with
respect to determining the target allocations. When the Trust's management
determines that market forces have caused fundamental changes in the relative
values of companies owned by the Master Series, the Trust's management
intends to modify the target allocations of the Global Series. To maintain
target weights during the period, adjustments may be made by applying future
purchases by the respective Global Series in proportion necessary to
rebalance the investment portfolio of the Global Series.

THE EMERGING MARKETS SERIES AND THE EMERGING MARKETS SMALL CAP SERIES

The investment objective of both The Emerging Markets Series and The Emerging
Markets Small Cap Series is to achieve long-term capital appreciation. Each
Series operates as a diversified investment company and seeks to achieve its
investment objective by investing in emerging markets designated by the
Investment Committee of the Advisor ("Approved Markets"). Each Series invests
its assets primarily in Approved Market equity securities listed on bona fide
securities exchanges or actively traded on OTC markets. These exchanges or
OTC markets may be either within or outside the issuer's domicile country,
and the securities may be

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<PAGE>

listed or traded in the form of International Depository Receipts ("IDRs") or
American Depository Receipts ("ADRs"). As of September 10, 1998, the Emerging
Markets Series and the Emerging Markets Small Cap Series ceased investing
additional funds in Malaysia as a consequence of certain restrictions imposed
by the Malaysian government on the repatriation of assets by foreign
investors such as the Series. (See "Item 4(c) - Risks - Investing in Emerging
Markets.")

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

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

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

Under normal market conditions, the Emerging Markets Series will invest at
least 65% of its assets in Approved Market securities, and the Emerging
Markets Small Cap Series will invest at least 65% of its assets in small
company (as defined above) Approved Market Securities. Approved Market
securities are defined to be (a) securities of companies organized in a
country in an Approved Market or for which the principal trading market is in
an Approved Market, (b) securities issued or guaranteed by the government of
an Approved Market country, its agencies or instrumentalities, or the central
bank of such country, (c) securities denominated in an Approved Market
currency issued by companies to finance operations in Approved Markets, (d)
securities of companies that derive at least 50% of their revenues primarily
from either goods or services produced in Approved Markets or sales made in
Approved Markets and (e) Approved Markets equity securities in the form of
depositary shares. Securities of Approved Markets may include securities of
companies that have characteristics and business relationships common to
companies in other countries. As a result, the value of the securities of
such companies may reflect economic and market forces in such other countries
as well as in the Approved Markets. The Advisor, however, will select only
those companies which, in its view, have sufficiently strong exposure to
economic and market forces in Approved Markets such that their value will
tend to reflect developments in Approved Markets to a greater extent than
developments in other

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<PAGE>

regions. For example, the Advisor may invest in companies organized and
located in the United States or other countries outside of Approved Markets,
including companies having their entire production facilities outside of
Approved Markets, when such companies meet the definition of Approved Markets
securities so long as the Advisor believes at the time of investment that the
value of the company's securities will reflect principally conditions in
Aproved Markets.

The Advisor defines the term "emerging market" to mean a country which is
considered to be an emerging market by the International Finance Corporation.
Approved emerging markets may not include all such emerging markets. In
determining whether to approve markets for investment, the Board of Trustees
will take into account, among other things, market liquidity, investor
information, government regulation, including fiscal and foreign exchange
repatriation rules and the availability of other access to these markets by
the investors of each of the Series.

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

Each Series may invest up to 35% of its assets in securities of issuers that
are not Approved Markets securities, but whose issuers the Advisor believes
derive a substantial proportion, but less than 50%, of their total revenues
from either goods and services produced in, or sales made in, Approved
Markets.

Pending the investment of new capital in Approved Market equity securities,
each Series will typically invest in money market instruments or other highly
liquid debt instruments denominated in U.S. dollars (including, without
limitation, repurchase agreements). In addition, each Series may, for
liquidity, or for temporary defensive purposes during periods in which market
or economic or political conditions warrant, purchase highly liquid debt
instruments or hold freely convertible currencies, although neither Series
expects the aggregate of all such amounts to exceed 10% of its net assets
under normal circumstances. Both Series also may invest in shares of other
investment companies that invest in one or more Approved Markets, although
they intend to do so only where access to those markets is otherwise
significantly limited. The Series may also invest in money market mutual
funds for temporary cash management purposes. Subject to certain exceptions,
the Investment Company Act of 1940 limits investment by a Series in shares of
other investment companies as follows: (1) no more than 10% of the value of a
Series' total assets may be invested in shares of other investment companies;
(2) a Series may not own securities issued by an investment company having an
aggregate value in excess of 5% of the value of the total assets of the
Series; and (3) a Series may not own more than 3% of the total outstanding
voting stock of an investment company. If either Series invests in another
investment company, the Series' shareholders will bear not only their
proportionate share of expenses of the Series (including operating expenses
and the fees of the Advisor), but also will bear indirectly similar expenses
of the underlying investment company. In some Approved Markets, it will be
necessary or advisable for a Series to establish a wholly-owned subsidiary or
a trust for the purpose of investing in the local markets. Each Series also

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<PAGE>

may invest up to 5% of its assets in convertible debentures issued by
companies organized in Approved Markets.

PORTFOLIO CONSTRUCTION. Each Series' policy of seeking broad market
diversification means that the Advisor will not utilize "fundamental"
securities research techniques in identifying securities selections. The
decision to include or exclude the shares of an issuer will be made primarily
on the basis of such issuer's relative market capitalization determined by
reference to other companies located in the same country. Company size is
measured in terms of reference to other companies located in the same country
and in terms of local currencies in order to eliminate the effect of
variations in currency exchange rates. Even though a company's stock may meet
the applicable market capitalization criterion, it may not be included in a
Series for one or more of a number of reasons. For example, in the Advisor's
judgment, the issuer may be considered in extreme financial difficulty, a
material portion of its securities may be closely held and not likely
available to support market liquidity, or the issuer may be a "passive
foreign investment company" (as defined in the Code). To this extent, there
will be the exercise of discretion and consideration by the Advisor which
would not be present in the management of a portfolio seeking to represent an
established index of broadly traded domestic securities (such as the S&P 500
Index). The Advisor will also exercise discretion in determining the
allocation of investments as between Approved Markets.

It is management's belief that equity investments offer, over a long term, a
prudent opportunity for capital appreciation, but, at the same time,
selecting a limited number of such issues for inclusion in a Series involves
greater risk than including a large number of them.

Neither Series seeks current income as an investment objective, and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in a
Series do pay dividends. It is anticipated, therefore, that both Series will
receive dividend income.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. However, securities may be disposed of at
any time when, in the Advisor's judgment, circumstances warrant their sale.
Generally, securities will not be sold to realize short-term profits, but
when circumstances warrant, they may be sold without regard to the length of
time held.

For the purpose of converting U.S. dollars to another currency, or vice versa,
or converting one foreign currency to another foreign currency, each Series may
enter into forward foreign exchange contracts. In addition, to hedge against
changes in the relative value of foreign currencies, each Series may purchase
foreign currency futures contracts. A Series will only enter into such a futures
contract if it is expected that the Series will be able readily to close out
such contract. There can, however, be no assurance that it will be able in any
particular case to do so, in which case the Series may suffer a loss.

INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME SERIES

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THE DFA ONE-YEAR FIXED INCOME SERIES

The investment objective of The DFA One-Year Fixed Income Series is to achieve a
return in excess of the rate of inflation with a minimum of risk. The Series
will pursue its objective by investing its assets in U.S. government
obligations, U.S. government agency obligations, dollar-denominated obligations
of foreign issuers issued in the U.S., bank obligations, including U.S.
subsidiaries and branches of foreign banks, corporate obligations, commercial
paper, repurchase agreements and obligations of supranational organizations.
Generally, the Series will acquire obligations which mature within one year from
the date of settlement, but substantial investments may be made in obligations
maturing within two years from the date of settlement when greater returns are
available. It is the Series' policy that the weighted average length of maturity
of investments will not exceed one year. The Series principally invests in
certificates of deposit, commercial paper, bankers' acceptances, notes and
bonds. The Series will invest more than 25% of its total assets in obligations
of U.S. and/or foreign banks and bank holding companies when the yield to
maturity on these instruments exceeds the yield to maturity on all other
eligible portfolio investments of similar quality for a period of five
consecutive days when the NYSE is open for trading. (See "Investments in the
Banking Industry" in this Item 4 below.)

THE DFA TWO-YEAR GLOBAL FIXED INCOME SERIES

The investment objective of The DFA Two-Year Global Fixed Income Series is to
maximize total returns consistent with preservation of capital. The Series will
invest in obligations issued or guaranteed by the U.S. and foreign governments,
their agencies and instrumentalities, corporate debt obligations, bank
obligations, commercial paper, repurchase agreements, obligations of other
domestic and foreign issuers having quality ratings meeting the minimum
standards described in "Description of Investments," securities of domestic or
foreign issuers denominated in U.S. dollars but not trading in the United
States, and obligations of supranational organizations, such as the World Bank,
the European Investment Bank, European Economic Community and European Coal and
Steel Community. At the present time, the Advisor expects that most investments
will be made in the obligations of issuers which are in developed countries,
such as those countries which are members of the Organization of Economic
Cooperations and Development ("OECD"). However, in the future, the Advisor
anticipates investing in issuers located in other countries as well. Under
normal market conditions, the Series will invest at least 65% of the value of
its assets in issuers organized or having a majority of their assets in, or
deriving a majority of their operating income in, at least three different
countries, one of which may be the United States.

The Series will acquire obligations that have a dollar-weighted average length
of maturity not to exceed two years. Because many of the Series' investments
will be denominated in foreign currencies, the Series will also enter into
forward foreign currency contracts solely for the purpose of hedging against
fluctuations in currency exchange rates. The Series will invest more than 25% of
its total assets in obligations of U.S. and/or foreign banks and bank holding
companies when the yield to maturity on these instruments exceeds the yield to
maturity on all other eligible portfolio investments of similar quality for a
period of five consecutive days when the NYSE is open for trading. (See
"Investments in the Banking Industry" in this Item 4 below.)

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DESCRIPTION OF INVESTMENTS

The following is a description of the categories of investments which may be
acquired by The DFA One-Year Fixed Income Series and Two-Year Global Fixed
Income Series (the "Fixed Income Series").

<TABLE>
<CAPTION>
Permissible
Categories:
-----------
<S> <C>
The DFA One-Year Fixed Income Series 1-6, 8
The DFA Two-Year Global Fixed Income Series 1-10
</TABLE>

1. U.S. GOVERNMENT OBLIGATIONS - Debt securities issued by the U.S.
Treasury which are direct obligations of the U.S. government, including bills,
notes and bonds.

2. U.S. GOVERNMENT AGENCY OBLIGATIONS - Issued or guaranteed by U.S.
government-sponsored instrumentalities and federal agencies, including the
Federal National Mortgage Association, Federal Home Loan Bank and the Federal
Housing Administration.

3. CORPORATE DEBT OBLIGATIONS - Non-convertible corporate debt securities
(e.g., bonds and debentures) which are issued by companies whose commercial
paper is rated Prime-1 by Moody's Investors Services, Inc. ("Moody's") or A-1 by
S&P and dollar-denominated obligations of foreign issuers issued in the U.S. If
the issuer's commercial paper is unrated, then the debt security would have to
be rated at least AA by S&P or Aa2 by Moody's. If there is neither a commercial
paper rating nor a rating of the debt security, then the Advisor must determine
that the debt security is of comparable quality to equivalent issues of the same
issuer rated at least AA or Aa2.

4. BANK OBLIGATIONS - Obligations of U.S. banks and savings and loan
associations and dollar-denominated obligations of U.S. subsidiaries and
branches of foreign banks, such as certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances. Bank
certificates of deposit will only be acquired from banks having assets in excess
of $1,000,000,000.

5. COMMERCIAL PAPER - Rated, at the time of purchase, A-1 or better by S&P
or Prime-1 by Moody's, or, if not rated, issued by a corporation having an
outstanding unsecured debt issue rated Aaa by Moody's or AAA by S&P, and having
a maximum maturity of nine months.

6. REPURCHASE AGREEMENTS - Instruments through which the Series purchase
securities ("underlying securities") from a bank, or a registered U.S.
government securities dealer, with an agreement by the seller to repurchase the
security at an agreed price, plus interest at a specified rate. The underlying
securities will be limited to U.S. government and agency obligations described
in (1) and (2) above. The Series will not enter into a repurchase agreement

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<PAGE>

with a duration of more than seven days if, as a result, more than
10% of the value of the Series' total assets would be so invested. The Series
will also only invest in repurchase agreements with a bank if the bank has at
least $1,000,000,000 in assets and is approved by the Investment Committee of
the Advisor. The Advisor will monitor the market value of the securities plus
any accrued interest thereon so that they will at least equal the repurchase
price.

7. FOREIGN GOVERNMENT AND AGENCY OBLIGATIONS - Bills, notes, bonds and
other debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

8. SUPRANATIONAL ORGANIZATION OBLIGATIONS - Debt securities of
supranational organizations such as the European Coal and Steel Community, the
European Economic Community and the World Bank, which are chartered to promote
economic development.

9. FOREIGN ISSUER OBLIGATIONS - Debt securities of non-U.S. issuers rated
AA or better by S&P or Aa2 or better by Moody's.

10. EURODOLLAR OBLIGATIONS - Debt securities of domestic or foreign issuers
denominated in U.S. dollars but not trading in the United States.

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

INVESTMENTS IN THE BANKING INDUSTRY

The DFA One-Year Fixed Income and Two-Year Global Fixed Income Series will
invest more than 25% of their total respective assets in obligations of U.S.
and/or foreign banks and bank holding companies when the yield to maturity on
these investments exceeds the yield to maturity on all other eligible portfolio
investments for a period of five consecutive days when the NYSE is open for
trading. For the purpose of this policy, which is a fundamental policy of each
Series and can only be changed by a vote of the shareholders of each Series,
banks and bank holding companies are considered to constitute a single industry,
the banking industry. When investment in such obligations exceeds 25% of the
total net assets of any of these Series, such Series will be considered to be
concentrating their investments in the banking industry. As of the date of this
registration statement, The DFA One-Year Fixed Income Series is not
concentrating its investments in this industry and the Two-Year Global Fixed
Income Series is concentrating its investments in this industry. The types of
bank and bank holding company obligations in which The DFA One-Year Fixed Income
and Two-Year Global Fixed Income Series may invest include: certificates of
deposit, bankers' acceptances, commercial paper and other debt obligations and
which mature within two years of the date of settlement, provided such
obligations meet each Series' established credit rating criteria as stated under
"Description of Investments." In addition, both Series are authorized to invest
more than 25% of their total assets in Treasury bonds, bills and notes and
obligations of federal agencies and instrumentalities.

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<PAGE>

PORTFOLIO STRATEGY

The DFA One-Year Fixed Income and Two-Year Global Fixed Income Series will be
managed with a view to capturing credit risk premiums and term or maturity
premiums. The term "credit risk premium" means the anticipated incremental
return on investment for holding obligations considered to have greater credit
risk than direct obligations of the U.S. Treasury, and "maturity risk premium"
means the anticipated incremental return on investment for holding securities
having maturities of longer than one month compared to securities having a
maturity of one month. The Advisor believes that credit risk premiums are
available largely through investment in high grade commercial paper,
certificates of deposit and corporate obligations. The holding period for assets
of the Series will be chosen with a view to maximizing anticipated returns, net
of trading costs.

The Fixed Income Series are expected to have high portfolio turnover rates
due to the relatively short maturities of the securities to be acquired. The
rate of portfolio turnover will depend upon market and other conditions; it will
not be a limiting factor when management believes that portfolio changes are
appropriate. While the Fixed Income Series acquire securities in principal
transactions and, therefore, do not pay brokerage commissions, the spread
between the bid and asked prices of a security may be considered to be a "cost"
of trading. Such costs ordinarily increase with trading activity. However, as
stated above, securities ordinarily will be sold when, in the Advisor's
judgment, the monthly return of the Fixed Income Series will be increased as a
result of portfolio transactions after taking into account the cost of trading.
It is anticipated that securities will be acquired in the secondary markets for
short term instruments.

SECURITIES LOANS

Each Series of the Trust may lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of earning additional
income. While a Series may earn additional income from lending securities, such
activity is incidental to the investment objective of a Series. The value of
securities loaned may not exceed 33-1/3% of the value of a Series' total assets.
In connection with such loans, a Series will receive collateral consisting of
cash or U.S. Government securities, which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. In addition, the Series will be able to terminate the loan at any
time and will receive reasonable interest on the loan, as well as amounts equal
to any dividends, interest or other distributions on the loaned securities. In
the event of the bankruptcy of the borrower, the Trust could experience delay in
recovering the loaned securities. Management believes that this risk can be
controlled through careful monitoring procedures. While the Global Series are
authorized to lend securities, it is not presently anticipated that the Series
will do so, in light of their investment strategies.

The U.S. 6-10 Small Company Series and U.S. 9-10 Small Company Series may invest
in securities of foreign issuers that are traded in the U.S. securities markets,
but such investments may not exceed 5% of the gross assets of the Series.

25
<PAGE>

The U.S. Large Company Series may invest generally not more than 5% of its net
assets in the same types of short-term fixed income obligations as may be
acquired by The DFA One-Year Fixed Income Series, in order to maintain liquidity
or to invest temporarily uncommitted cash balances. (See "Investment Objectives
and Policies B Fixed Income Series - The DFA One-Year Fixed Income Series" in
Items 4(a) and (b).)

The U.S. Large Company Series, the U.S. Value Series and The DFA International
Value Series may acquire stock index futures contracts and options thereon in
order to commit funds awaiting investment in stocks or maintain cash liquidity.
To the extent that such Series invest in futures contracts and options thereon
for other than bona fide hedging purposes, no Series will enter into such
transactions if, immediately thereafter, the sum of the amount of margin
deposits and premiums paid for open futures options would exceed 5% of the
Series' total assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%. Such investments
entail certain risks. (See "Risks" in Item 4(c).)

4(c) RISKS

Please note that while the following discussion relates to the risks of certain
investments by certain Series, it should be understood that, with respect to the
Global Series, the discussion applies to the Master Series in which the Global
Series invest.

SMALL COMPANY SECURITIES

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

FOREIGN SECURITIES

The Japanese Small Company, United Kingdom Small Company, Continental Small
Company, Pacific Rim Small Company, Enhanced U.S. Large Company, DFA One-Year
Fixed Income, Two-Year Global Fixed Income, DFA International Value, Global
Value, Global Large Company and Global Small Company Series (in the case of the
Global Series, through their investments in the Master Series), and the Large
Cap International Portfolio, invest in foreign issuers. Such investments involve
risks that are not associated with investments in U.S. public companies. Such
risks may include legal, political and or diplomatic actions of foreign
governments, such as imposition of withholding taxes on interest and dividend
income payable on the securities held, possible seizure or nationalization of
foreign deposits, establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect the value of the
assets held by the Series. (Also see "Foreign Currencies and Related
Transactions" below.) Further, foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards comparable to
those of U.S. public

26
<PAGE>

companies and there may be less publicly available information about such
companies than comparable U.S. companies. The Enhanced U.S. Large Company,
DFA One-Year Fixed Income and Two-Year Global Fixed Income Series also may
invest in obligations of supranational organizations. The value of the
obligations of these organizations may be adversely affected if one or more
of their supporting governments discontinue their support. Also, there can be
no assurance that any of the Series will achieve its investment objective.

The economies of many countries in which The Japanese Small Company, United
Kingdom Small Company, Continental Small Company, Pacific Rim Small Company,
Enhanced U.S. Large Company, DFA One-Year Fixed Income, Two-Year Global Fixed
Income, DFA International Value, Global Value, Global Large Company and Global
Small Company Series and Large Cap International Portfolio invest are not as
diverse or resilient as the U.S. economy, and have significantly less financial
resources. Some countries are more heavily dependent on international trade and
may be affected to a greater extent by protectionist measurers of their
governments, or dependent upon a relatively limited number of commodities and,
thus, sensitive to changes in world prices for these commodities.

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

INVESTING IN EMERGING MARKETS

The investments of The Emerging Markets Series and The Emerging Markets Small
Cap Series involve risks that are in addition to the usual risks of investing in
developed foreign markets. A number of emerging securities markets restrict, to
varying degrees, foreign investment in stocks. Repatriation of investment
income, capital and the proceeds of sales by foreign investors may require
governmental registration and/or approval in some emerging countries. In some
jurisdictions, such restrictions and the imposition of taxes are intended to
discourage shorter- rather than longer-term holdings. While The Emerging Markets
Series and The Emerging Markets Small Cap Series will invest only in markets
where these restrictions are considered acceptable to the Advisor, new or
additional repatriation restrictions might be imposed subsequent to a Series'
investment. If such restrictions were imposed subsequent to investment in the
securities of a particular country, a Series might, among other things,
discontinue the purchasing of securities in that country. Such restrictions will
be considered in relation to the Series' liquidity needs and other factors and
may make it particularly difficult to establish the fair market value of
particular securities from time to time. The valuation of securities held by a
Series is the responsibility of the Board of Trustees, acting in good faith and
with advice from the Advisor. (See "Pricing of Fund Shares" in Item 7(a).)
Further, some attractive equity securities may not be available to the Series
because foreign shareholders hold the maximum amount permissible under current
laws.

27
<PAGE>

Relative to the U.S. and to larger non-U.S. markets, many of the emerging
securities markets in which The Emerging Markets Series and The Emerging Markets
Small Cap Series may invest are relatively small, have low trading volumes,
suffer periods of illiquidity and are characterized by significant price
volatility. Such factors may be even more pronounced in jurisdictions where
securities ownership is divided into separate classes for domestic and
non-domestic owners. These risks are heightened for investments in small company
emerging markets securities.

In addition, many emerging markets, including most Latin American countries,
have experienced substantial, and, in some periods, extremely high, rates of
inflation for many years. Inflation and rapid fluctuations in inflation rates
have had and may continue to have very negative effects on the economies and
securities markets of certain countries. In an attempt to control inflation,
wage and price controls have been imposed at times in certain countries. Certain
emerging markets have recently transitioned, or are in the process of
transitioning, from centrally controlled to market-based economies. There can be
no assurance that such transitions will be successful.

Brokerage commissions, custodial services and other costs relating to investment
in foreign markets generally are more expensive than in the United States; this
is particularly true with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements do not keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. The inability of
a Series to make intended securities purchases due to settlement problems could
cause the Series to miss investment opportunities. Inability to dispose of a
portfolio security caused by settlement problems could result either in losses
to a Series due to subsequent declines in value of the portfolio security or, if
a Series has entered into a contract to sell the security, could result in
possible liability to the purchaser.

The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for a Series' portfolio securities in such
markets may not be readily available. The Series' portfolio securities in the
affected markets will be valued at fair value determined in good faith by or
under the direction of the Board of Trustees.

Government involvement in the private sector varies in degrees among the
emerging securities markets contemplated for investment by the Series. Such
involvement may, in some cases, include government ownership of companies in
certain commercial business sectors, wage and price controls or imposition of
trade barriers and other protectionist measures. With respect to any developing
country, there is no guarantee that some future economic or political crisis
will not lead to price controls, forced mergers of companies, expropriation, the
creation of government monopolies, or other measures which could be detrimental
to the investments of a Series.

On September 1, 1998, the Malaysian government announced a series of capital and
foreign exchange controls on the Malaysian currency, the ringgit, and on
transactions on the Kuala

28
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Lampur Stock Exchange, that operated to severely constrain or prohibit
foreign investors, including the Series, from repatriating assets. Pursuant
to these regulations, the Series were not permitted to convert the proceeds
of the sale of their Malaysian investments into U.S. dollars prior to
September 1, 1999.

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

The Series are presently valuing the Malaysian investments at the current
market prices of the securities and discounting the U.S. dollar-ringgit
currency exchange rate. The Series consider their Malaysian investments to be
liquid, as a result of transactions where the Series have successfully sold
certain Malaysian investments, and also because of changes in the Malaysian
regulatory environment. It is impossible to predict future events in Malaysia
and what, if any, further actions the Malaysian government may take that may
impact the Malaysian investments of the Series. The Advisor is closely
monitoring developments in Malaysia, and will continue to manage the
Malaysian investments in the best interests of investors. As of June 7, 1999,
Malaysian securities constituted approximately the following percentages of
the net asset value of the following Series: Pacific Rim Series, 26.60%; The
Emerging Markets Small Cap Series, 9.23%; and the Emerging Markets Series,
8.18%.

Taxation of dividends and capital gains received by non-residents varies among
countries with emerging markets and, in some cases, is high in relation to
comparable U.S. rates. Particular tax

29
<PAGE>

structures may have the intended or incidental effect of encouraging long
holding periods for particular securities and/or the reinvestment of earnings
and sales proceeds in the same jurisdiction. In addition, emerging market
jurisdictions typically have less well-defined tax laws and procedures than
is the case in the United States, and such laws may permit retroactive
taxation so that The Emerging Markets Series and The Emerging Markets Small
Cap Series could in the future become subject to local tax liability that it
had not reasonably anticipated in conducting its investment activities or
valuing its assets.

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

Investments of the Japanese, United Kingdom, Continental and Pacific Rim
Series, The DFA International Value Series, Large Cap International
Portfolio, The Emerging Markets Series, The Emerging Markets Small Cap
Series, many of the investments of The DFA Two-Year Global Fixed Income
Series and, to a lesser extent, the investments of The Enhanced U.S. Large
Company Series, will be denominated in foreign currencies. Changes in the
relative values of foreign currencies and the U.S. dollar, therefore, will
affect the value of investments of the Series. The Series may purchase
foreign currency futures contracts and options in order to hedge against
changes in the level of foreign currency exchange rates. Such contracts
involve an agreement to purchase or sell a specific currency at a future date
at a price set in the contract and enable the Series to protect against
losses resulting from adverse changes in the relationship between the U.S.
dollar and foreign currencies occurring between the trade and settlement
dates of Series securities transactions, but they also tend to limit the
potential gains that might result from a positive change in such currency
relationships. Gains and losses on investments in futures and options thereon
depend on the direction of securities prices, interest rates and other
economic factors.

INTRODUCTION OF THE EURO

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

BORROWING

Each Series, except the U.S. 9-10 Series, Japanese Series and The DFA One-Year
Fixed Income Series, has reserved the right to borrow amounts not exceeding 33%
of its net assets for the purposes of making redemption payments. When
advantageous opportunities to do so exist, the Series may purchase securities
when borrowings exceed 5% of the value of the Series' net assets. Such purchases
can be considered to be "leveraging," and in such circumstances, the net asset

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<PAGE>

value of the Series may increase or decrease at a greater rate than would be the
case if the Series had not leveraged. The interest payable on the amount
borrowed would increase the Series' expenses and if the appreciation and income
produced by the investments purchased when the Series has borrowed are less than
the cost of borrowing, the investment performance of the Series will be reduced
as a result of leveraging.

PORTFOLIO STRATEGIES

The method employed by the Advisor to manage each Series, except The U.S.
Large Company Series, The Enhanced U.S. Large Company Series and the Fixed
Income Series, will differ from the process employed by many other investment
advisors in that the Advisor will rely on fundamental analysis of the
investment merits of securities to a limited extent to eliminate potential
portfolio acquisitions rather than rely on this technique to select
securities. Further, because securities generally will be held long-term and
will not be eliminated based on short-term price fluctuations, the Advisor
generally will not act upon general market movements or short-term price
fluctuations of securities to as great an extent as many other investment
advisors. The U.S. Large Company Series will operate as an index fund and,
therefore, represents a passive method of investing in all stocks that
comprise the S&P 500 Index which does not entail selection of securities
based on the individual investment merits of their issuers. The investment
performance of The U.S. Large Company Series is expected to approximate the
investment performance of the S&P 500 Index, which tends to be cyclical in
nature, reflecting periods when stock prices generally rise or fall.

FUTURES CONTRACTS AND OPTIONS ON FUTURES

All Series except The U.S. 9-10 and 6-10 Small Company Series and The DFA
One-Year Fixed Income Series may invest in index futures contracts and options
on index futures. To the extent that such Series invest in futures contracts and
options thereon for other than bona fide hedging purposes, no Series will enter
into such transactions if, as a result, more than 5% of its net assets would
then consist of margin deposits and premiums required to establish such
positions, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.

These investments entail the risk that an imperfect correlation may exist
between changes in the market value of the stocks owned by the Series and the
prices of such futures contracts and options, and, at times, the market for such
contracts and options might lack liquidity, thereby inhibiting a Series' ability
to close a position in such investments. Gains or losses on investments in
options and futures depend on the direction of securities prices, interest rates
and other economic factors, and the loss from investing in futures transactions
is potentially unlimited. Certain restrictions imposed by the Code may limit the
ability of a Series to invest in futures contracts and options on futures
contracts.

OPTIONS ON STOCK INDICES

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The Enhanced U.S. Large Company Series may purchase put and call options and
write put and call options on stock indices and stock index futures listed on
national securities exchanges or traded in the over-the-counter market. The
Enhanced U.S. Large Company Series may use these techniques to hedge against
changes in securities prices or as part of its overall investment strategy. An
option on an index is a contract that gives the holder of the option, in return
for a premium, the right to buy from (in the case of a call) or sell to (in the
case of a put) the writer of the option the cash value of the index at a
specified exercise price at any time during the term of the option. Upon
exercise, the writer of an option on an index is obligated to pay the difference
between the cash value of the index and the exercise price multiplied by the
specified multiplier for the index option. (An index is designed to reflect
specified facets of a particular financial or securities market, a specific
group of financial instruments or securities, or certain economic indicators.) A
stock index fluctuates with changes in the market values of the stocks included
in the index.

With respect to the writing of options, the writer has no control over the time
when it may be required to fulfill its obligation. Prior to exercise or
expiration, an option may be closed out by an offsetting purchase or sale of an
option on the same series. There can be no assurance, however, that a closing
purchase or sale transaction can be effected when The Enhanced U.S. Large
Company Series desires.

The Enhanced U.S. Large Company Series may write covered straddles consisting of
a combination of a call and a put written on the same index. A straddle will be
covered when sufficient assets are deposited to meet The Enhanced U.S. Large
Company Series' immediate obligations. The Series may use the same liquid assets
to cover both the call and put options where the exercise price of the call and
the put are the same or the exercise price of the call is higher than that of
the put. In such cases, the Series will also segregate liquid assets equivalent
to the amount, if any, by which the put is "in the money."

The effectiveness of purchasing stock index options will depend upon the extent
to which price movements in The Enhanced U.S. Large Company Series' portfolio
correlate with price movements of the stock index selected. Because the value of
an index option depends upon movements in the level of the index rather than the
price of a particular stock, whether the Series will realize a gain or loss from
the purchase of options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain indices, in an
industry or market segment, rather than movements in the price of a particular
stock. If The Enhanced U.S. Large Company Series takes positions in options
instruments contrary to prevailing market trends, the Series could be exposed to
the risk of a loss. Certain restrictions imposed on The Enhanced U.S. Large
Company Series by the Code may limit the ability of such Series to invest in
options.

SWAPS

The Enhanced U.S. Large Company Series may enter into equity index swap
agreements for purposes of attempting to obtain a particular desired return at a
lower cost to the Series than if the Series had invested directly in an
instrument that yielded that desired return. Swap

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agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a
standard "swap" transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular
predetermined investments or instruments. The gross returns to be exchanged
or "swapped" between the parties are generally calculated with respect to a
"notional amount," i.e., the return on or increase in value of a particular
dollar amount invested in a group of securities representing a particular
index.

The "notional amount" of the swap agreement is only a fictive basis on which
to calculate the obligations which the parties to a swap agreement have
agreed to exchange. Most swap agreements entered into by The Enhanced U.S.
Large Company Series would calculate the obligations of the parties to the
agreement on a "net basis." Consequently, the Series' current obligations (or
rights) under a swap agreement will generally be equal only to the net amount
to be paid or received under the agreement based on the relative values of
the positions held by each party to the agreement (the "net amount"). The
Enhanced U.S. Large Company Series' current obligations under a swap
agreement will be accrued daily (offset against amounts owed to the Series)
and any accrued but unpaid net amounts owed to a swap counterparty will be
covered by the maintenance of a segregated account consisting of liquid
assets to avoid any potential leveraging of the Series' portfolio. The
Enhanced U.S. Large Company Series will not enter into a swap agreement with
any single party if the net amount owed or to be received under existing
contracts with that party would exceed 5% of the Series' assets.

Because they are two-party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid, and,
therefore, swap agreements entered into by The Enhanced U.S. Large Company
Series and other illiquid securities will be limited to 15% of the net assets of
the Series. Moreover, The Enhanced U.S. Large Company Series bears the risk of
loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. The Advisor will
cause The Enhanced U.S. Large Company Series to enter into swap agreements only
with counterparties that the Investment Committee of the Advisor has approved.
Certain restrictions imposed on the Enhanced U.S. Large Company Series by the
Code may limit the Series' ability to use swap agreements. The swap market is a
relatively new market and is largely unregulated. It is possible that
developments in the swaps market, including potential government regulation,
could adversely affect The Enhanced U.S. Large Company Series' ability to
terminate existing swap agreements or to realize amounts to be received under
such agreements.

BANKING INDUSTRY CONCENTRATIONS

Concentrating in obligations of the banking industry may involve additional risk
by foregoing the safety of investing in a variety of industries. Changes in the
market's perception of the riskiness of banks relative to non-banks could cause
more fluctuations in the net asset value of The DFA One-Year Fixed Income and
Two-Year Global Fixed Income Series than might occur in less concentrated
portfolios.

YEAR 2000 ISSUE

33
<PAGE>

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

RESPONSES TO ITEM 5 HAVE BEEN OMITTED PURSUANT TO PARAGRAPH 2(b) OF
INSTRUCTION B OF THE GENERAL INSTRUCTIONS TO FORM N-1A

ITEM 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE

(a)(1) INVESTMENT ADVISER.

(i) Dimensional Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401, serves as investment advisor to each of the Series, except the
Global Series, for which it serves as the administrator. The Advisor was
organized in May 1981 and is engaged in the business of providing investment
management services to institutional investors. Assets under management total
approximately $28 billion.

Pursuant to an investment management agreement with the Trust with respect to
each Series except the Global Series, the Advisor manages the investment and
reinvestment of their assets. The Advisor also provides the Trust with records
concerning the Advisor's activities which the Trust is required to maintain and
renders regular reports to the Trust's officers and the Board of Trustees. The
Advisor also provides all of the Series with a trading department and selects
brokers and dealers to effect securities transactions.

INVESTMENT SERVICES - UNITED KINGDOM AND CONTINENTAL SMALL COMPANY SERIES

Pursuant to Sub-Advisory Agreements with the Advisor, Dimensional Fund Advisors
Ltd. ("DFAL"), 14 Berkeley Street, London, W1X 5AD, England, a company that is
organized under the laws of England, has the authority and responsibility to
select brokers or dealers to execute securities transactions for the United
Kingdom and Continental Series. DFAL's duties include the maintenance of a
trading desk for the Series and the determination of the best and most efficient
means of executing securities transactions. On at least a semi-annual basis the
Advisor reviews the holdings of the United Kingdom and Continental Series and
reviews the trading process and the execution of securities transactions. The
Advisor is responsible for determining those securities which are eligible for
purchase and sale by these Series and may delegate this task, subject to its own
review, to DFAL. DFAL maintains and furnishes to the Advisor information and
reports on United Kingdom and European small companies, including its
recommendations of securities to be added to the securities that are eligible
for purchase by the Series. DFAL is a member of the Investment Management
Regulatory Organization Limited ("IMRO"), a self regulatory organization for
investment managers operating under the laws of England. The Advisor owns 100%
of the outstanding shares of DFAL.

<PAGE>

INVESTMENT SERVICES - JAPANESE AND PACIFIC RIM SMALL COMPANY SERIES

Pursuant to Sub-Advisory Agreements with the Advisor, DFA Australia Limited
("DFA Australia"), Suite 2001 Gateway, 1 MacQuarie Place, Sydney, New South
Wales 2000, Australia, the successor to Dimensional Fund Advisors Asia Inc.,
has the authority and responsibility to select brokers and dealers to execute
securities transactions for the Japanese and Pacific Rim Series. DFA
Australia's duties include the maintenance of a trading desk for each Series
and the determination of the best and most efficient means of executing
securities transactions. On at least a semi-annual basis, the Advisor reviews
the holdings of the Japanese and Pacific Rim Series and reviews the trading
process and the execution of securities transactions. The Advisor is
responsible for determining those securities which are eligible for purchase
and sale by these Series and may delegate this task, subject to its own
review, to DFA Australia. DFA Australia maintains and furnishes to the
Advisor information and reports on Japanese and Pacific Rim small companies,
including its recommendations of securities to be added to the securities
that are eligible for purchase by each Series. The Advisor beneficially owns
100% of DFA Australia.

CONSULTING SERVICES - DFA INTERNATIONAL VALUE SERIES, EMERGING MARKETS SERIES
AND EMERGING MARKETS SMALL CAP SERIES

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

6(a)(1)(ii) For the fiscal year ended November 30, 1998, the Advisor received a
fee for its services which, on an annual basis, equaled the following percentage
of the average net assets of each Series:

<TABLE>
<CAPTION>
SERIES MANAGEMENT FEE
<S> <C>
U.S. Large Company 0.025%
Enhanced U.S. Large 0.05%
Company
U.S. Large Cap Value 0.10%
U.S. 4-10 Value 0.10%
U.S. 6-10 Value 0.20%
U.S. 6-10 Small Company 0.03%
U.S. 9-10 Small Company 0.10%
DFA International Value 0.20%
Japanese Small Company 0.10%
Pacific Rim Small Company 0.10%

35
<PAGE>

United Kingdom Small 0.10%
Company
Continental Small Company 0.10%
Emerging Markets 0.10%
Emerging Markets Small 0.20%
Cap
DFA One-Year Fixed Income 0.05%
DFA Two-Year Global Fixed 0.05%
Income

</TABLE>

The management fee applicable to The Tax-Managed Marketwide Value Series,
which had not commenced operations as of November 30, 1998, is equal to 0.20%
of the Series' average net assets on an annual basis. While The Global Value
Series, The Global Large Company Series and The Global Small Company Series
are not subject to a management fee, investments by the Global Series in the
Master Series are subject to the management fees charged by the respective
Master Series.

6(a)(2) PORTFOLIO MANAGER. Investment decisions for all Series (except the
Global Series) 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.

6(a)(3) LEGAL PROCEEDINGS. Not applicable.

6(b) CAPITAL STOCK. Not applicable.

ITEM 7. SHAREHOLDER INFORMATION

(a) PRICING OF FUND SHARES. The net asset value per share of each Series is
calculated as of the close of the NYSE by dividing the total market value of the
Series' investments and other assets, less any liabilities, by the total
outstanding shares of the stock of the Series. The value of the shares of each
Series will fluctuate in relation to its own investment experience. The value of
the shares of the Global Series will fluctuate in relation to the investment
experience of the Master Series in which the Global Series invest. Securities
held by the Series which are listed on the securities exchange and for which
market quotations are available are valued at the last quoted sale price of the
day or, if there is no such reported sale, The U.S. 6-10 Small Company, The U.S.
9-10 Small Company, The U.S. Large Company, The DFA International Value, the
U.S. Value, The Emerging Markets and The Emerging Markets Small Cap Series value
such securities at the mean between the most recent quoted bid and asked prices.
Price information on listed securities is taken from the exchange where the
security is primarily traded. Securities issued by open-end investment
companies, such as the Series, 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

36
<PAGE>

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 Trustees. The net asset values per share of the Japanese,
Pacific Rim, Continental, United Kingdom, The DFA International Value, The
DFA Two-Year Global Fixed Income, The Emerging Markets and The Emerging
Markets Small Cap and the Large Cap International Portfolio are expressed in
U.S. dollars by translating the net assets of each Series using the mean
price for the dollar as quoted by generally recognized reliable sources.

The value of the shares of the Fixed Income Series will tend to fluctuate
with interest rates because, unlike money-market funds, such Series do not
seek to stabilize the value of their shares by use of the "amortized cost"
method of asset valuation. Net asset value includes interest on fixed income
securities which is accrued daily. Securities which are traded OTC and on a
stock exchange will be valued according to the broadest and most
representative market, and it is expected that for bonds and other
fixed-income securities this ordinarily will be the OTC market. Securities
held by the Fixed Income Series may be valued on the basis of prices provided
by a pricing service when such prices are believed to reflect the current
market value of such securities. Other assets and securities for which
quotations are not readily available will be valued in good faith at fair
value using methods determined by the Board of Trustees.

Generally, trading in foreign securities markets is completed each day at
various times prior to the close of the NYSE. The values of foreign securities
held by those Series that invest in such securities are determined as of such
times for the purpose of computing the net asset value of the Series. If events
which materially affect the value of the investments of the Series occur
subsequent to the close of the securities market on which such securities are
primarily traded, the investments affected thereby will be valued at "fair
value" as described above.

Certain of the securities holdings of The Emerging Markets Series and The
Emerging Markets Small Cap Series in Approved Markets may be subject to tax,
investment and currency repatriation regulations of the Approved Markets that
could have a material effect on the valuation of the securities. For example, a
Series might be subject to different levels of taxation on current income and
realized gains depending upon the holding period of the securities. In general,
a longer holding period (E.G., 5 years) may result in the imposition of lower
tax rates than a shorter holding period (E.G., 1 year). The Series may also be
subject to certain contractual arrangements with investment authorities in an
Approved Market which require a Series to maintain minimum holding periods or to
limit the extent of repatriation of income and realized gains. As a result, the
valuation of particular securities at any one time may depend materially upon
the assumptions that a Series makes at that time concerning the anticipated
holding period for the securities. Absent special circumstances as determined by
the Board of Trustees, it is presently intended that the valuation of such
securities will be based upon the assumption that they will be held for at least
the amount of time necessary to avoid higher tax rates or penalties and currency
repatriation restrictions. However, the use of such valuation standards will not
prevent the Series from selling such securities in a shorter period of time if
the Advisor considers the earlier sale to be a more prudent course of action.
Revision in valuation of those securities will be made at the time of the
transaction to reflect the actual sales proceeds inuring to the

37
<PAGE>

Series.

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

It is management's belief that payment of a reimbursement fee by each
investor, which is used to defray significant costs associated with investing
proceeds of the sale of the Series' shares to such investors, will eliminate
a dilutive effect such costs would otherwise have on the net asset value of
shares held by existing investors. Therefore, the shares of The Emerging
Markets, Emerging Markets Small Cap, Japanese, Pacific Rim and Continental
Series are sold at an offering price which is equal to the current net asset
value of such shares plus a reimbursement fee. The amount of the
reimbursement fee represents management's estimate of the costs reasonably
anticipated to be associated with the purchase of securities by that Series,
and is paid to the Series and used by it to defray such costs. Such costs
include brokerage commissions on listed securities and imputed commissions on
OTC securities. The reimbursement fee for The Emerging Markets Series and the
Japanese Series, expressed as a percentage of the net asset value of each
Series' shares, is 0.50%. The reimbursement fee for The Emerging Markets
Small Cap, Pacific Rim and Continental Series, expressed as a percentage of
the net assets of each Series' shares, is 1.00%. Reinvestments of dividends
and capital gains distributions paid by the Series and in-kind investments
are not subject to a reimbursement fee.

The offering price of shares of each Series, except for The Emerging Markets,
Emerging Markets Small Cap, Japanese, Pacific Rim, Continental and Global Small
Company Series, is the net asset value thereof next determined after the receipt
of the investor's funds by the Custodian, provided that the purchase order in
good order has been received by the Transfer Agent; no sales charge or
reimbursement fee is imposed.

In the case of the Global Small Company Series, the reimbursement fee is equal
to a blended rate of the reimbursement fees of its underlying Master Series. The
blended rate is determined on a quarterly basis and is based upon the target
allocations for the Master Series then in effect at the end of each quarter. The
blended rate will be calculated by multiplying the rate of reimbursement fee of
each Master Series by a fraction equal to the portion of the assets of the
Global Small Company Series which, at such time, is being allocated to each
Master Series and adding the results thereof. If there is a change to the
reimbursement fee of a Master Series during a quarter, the blended rate will be
recalculated to reflect such change in the Master Series' reimbursement fee.

The Trust bears all of its own costs and expenses, including: services of its
independent accountants, legal counsel, brokerage fees, commissions and transfer
taxes in connection with the acquisition and disposition of portfolio
securities, taxes, insurance premiums, costs incidental to meetings of its
shareholders and trustees, the cost of filing its registration statement under
federal securities law, reports to shareholders, and transfer and dividend
disbursing agency, administrative services and custodian fees. Expenses
allocable to a particular Series are so allocated and expenses of the Trust
which are not allocable to a particular Series are borne by

38
<PAGE>

each Series on the basis of its relative net assets.

7(b) PURCHASE OF FUND SHARES. The Trust's shares have not been registered
under the Securities Act of 1933, which means that its shares may not be sold
publicly. However, the Trust may sell its shares through private placements
pursuant to available exemptions from registration under that Act.

Shares of the Trust are sold only to other investment companies and certain
institutional investors. Shares of The Emerging Markets, Emerging Markets
Small Cap, Japanese, Pacific Rim, Continental and Global Small Company Series
are sold at a price which is equal to the net asset value of such shares plus
a reimbursement fee. (See Item 7(a).) Shares of the other Series are sold at
net asset value without a sales charge. Shares are purchased at the net asset
value next determined after the Trust receives the order in proper form. All
investments are credited to the shareholder's account in the form of full and
fractional shares of the Series calculated to three decimal places. In the
interest of economy and convenience, certificates for shares will not be
issued.

IN KIND PURCHASES

If accepted by the Trust, shares of the Series may be purchased in exchange for
securities which are eligible for purchase or otherwise represented in the
Series' portfolios at the time of the exchange as described in this registration
statement or in exchange for local currencies in which such securities of the
Japanese, United Kingdom, Pacific Rim, Continental, The DFA International Value,
The Emerging Markets, The Emerging Markets Small Cap, The DFA Two- Year Global
Fixed Income and The Enhanced U.S. Large Company Series are denominated. Subject
to approval by the Advisor, shares of The Global Value Series, The Global Large
Company Series and The Global Small Company Series may be purchased in any
freely convertible currency and the necessary foreign exchange transactions will
be arranged on behalf of, and at the expense of, the investor. Investors
settling in any currency other than U.S. dollars are advised that a delay in
processing a purchase of shares of a Global Series may occur to allow for
currency conversion. Securities and local currencies to be exchanged which are
accepted by the Trust and Trust shares to be issued therefore will be valued, as
set forth under "Pricing of Fund Shares" in Item 7(a), 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 Series whose shares are being acquired and must be delivered to
the Trust by the investor upon receipt from the issuer. Investors who desire to
purchase shares of the Japanese, United Kingdom, Pacific Rim, Continental,
Global Value, Global Large Company, Global Small Company, The DFA International
Value or DFA Two-Year Global Fixed Income Series with local currencies should
first contact the Advisor for wire instructions.

The Trust will not accept securities in exchange for shares of a Series unless:
(1) such securities are eligible to be included, or otherwise represented, in
the Series' portfolios at the time of exchange 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 Series under the Securities Act of 1933 or under the laws
of the country in

39
<PAGE>

which the principal market for such securities exists, or otherwise; and (3)
at the discretion of the Series, the value of any such security (except U.S.
Government Securities) being exchanged together with other securities of the
same issuer owned by the Series will not exceed 5% of the net assets of the
Series immediately after the transaction. (See Items 4(a) and (b) above.)
Investors interested in such exchanges should contact the Advisor. Investors
should also know that an in-kind purchase of shares of a Series may result in
taxable income; an investor desiring to make an in-kind purchase should
consult its tax advisor.

7(c) REDEMPTION OF FUND SHARES. As stated above in response to Item 7(b),
"Purchase of Fund Shares," the Trust's shares have not been registered under the
Securities Act of 1933, which means that its shares are restricted securities
which may not be sold unless registered or pursuant to an available exemption
from that Act.

Investors who desire to redeem shares of a Series must first contact the Advisor
at (310) 395- 8005. Redemptions are processed on any day on which the Trust is
open for business and are effected at the Series' net asset value next
determined after the Series receives a redemption request in good form.

Redemption payments in cash will ordinarily be made within seven days after
receipt of the redemption request in good form. However, the right of redemption
may be suspended or the date of payment postponed in accordance with the
Investment Company Act of 1940. The amount received upon redemption may be more
or less than the amount paid for the shares depending upon the fluctuations in
the market value of the assets owned by the Series.

When in the best interests of a Series, the Series (other than The Tax-Managed
U.S. Marketwide Value Series, The Global Value Series, The Global Large Company
Series and The Global Small Company Series) may pay the redemption price in
whole or in part by a distribution of portfolio securities from the Series of
the shares being redeemed in lieu of cash in accordance with Rule 18f-1 under
the Investment Company Act of 1940. Each Global Series is authorized to make
redemption payments solely by a distribution of portfolio securities that the
Global Series receives from a Master Series (or to pay the redemption price with
a combination of securities and cash), when it is determined by the Advisor, in
its capacity as administrator to the Global Series, to be in the best interests
of the Global Series. The Tax-Managed U.S. Marketwide Value Series is
authorized to make redemption payments solely by a distribution of portfolio
securities (or to pay the redemption price with a combination of securities and
cash) when it is determined by the Advisor to be in the best interests of the
Series. Investors may incur brokerage charges and other transaction costs
selling securities that were received in payment of redemptions. The Japanese
Small Company, United Kingdom Small Company, Continental Small Company, Pacific
Rim Small Company, Emerging Markets, Emerging Markets Small Cap, Two-Year Global
Fixed Income and DFA International Value Series reserve the right to redeem
their shares in the currencies in which their investments are denominated. The
Global Series reserve the right to redeem their shares in the currencies in
which their respective Master Funds' investments are denominated. Investors may
incur charges in converting such currencies to dollars and the value of the
securities may be affected by currency exchange fluctuations.

40
<PAGE>

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 Trust 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.

For additional information about redemption of Trust shares, see Item 18 in
Part B.

7(d) DIVIDENDS AND DISTRIBUTIONS. Except for the Partnership Series (defined
below), the Trust's policy is to distribute substantially all net investment
income not previously distributed during the year from the Small Company
Series, U.S. 4-10 Value Series, U.S. 6-10 Value Series, the Global Series and
the DFA International Value Series together with any net realized capital
gains in December of each year. In addition, the Corporate Series (as defined
below) will distribute all net investment income earned through the end of
November each year in the month of November. Dividends from net investment
income of The Enhanced U.S. Large Company Series and U.S. Large Cap Value
Series, are distributed quarterly, and any net capital gains are distributed
annually after November 30. Net investment income, which is accrued daily,
will be distributed monthly (except for January) by The DFA One-Year Fixed
Income Series and quarterly by The DFA Two-Year Global Fixed Income Series.
Any net realized capital gains of the Fixed Income Series will be distributed
annually after the end of the fiscal year. Shareholders of the Trust (other
than shareholders of the Partnership Series) will automatically receive all
income dividends and capital gains distributions in additional shares of the
Series whose shares they hold at net asset value (as of the business date
following the dividend record date), unless as to The U.S. 6-10 Small Company
Series, U.S. 9-10 Small Company Series, the Fixed Income Series and the U.S.
Value Series, upon written notice to PFPC, the shareholder selects one of the
following options: (i) Income Option -- to receive income dividends in cash
and capital gains distributions in additional shares at net asset value; (ii)
Capital Gains Option -- to receive capital gains distributions in cash and
income dividends in additional shares at net asset value; or (iii) Cash
Option --to receive both income dividends and capital gains distributions in
cash. While shareholders of The Enhanced U.S. Large Company Series will
automatically receive all capital gains distributions in additional shares of
the Series, upon written notice to the Transfer Agent, they may receive all
income dividends in cash. Shareholders of the Global Series may select the
Cash Option described in clause (iii) in the preceding sentence.

7(e) TAX CONSEQUENCES. Each Series of the Trust, other than the Japanese, United
Kingdom, Pacific Rim, Continental, The U.S. Large Company, The Emerging Markets,
The Emerging Markets Small Cap and The Tax-Managed Marketwide Value Series, is
classified as a separate corporation for U.S. federal income tax purposes
(collectively, referred to as the "Corporate Series").

The Japanese, United Kingdom, Pacific Rim, Continental, The U.S. Large
Company, The Emerging Markets, The Emerging Markets Small Cap and Tax-Managed
Marketwide Value Series (together, the "Partnership Series") are classified
as partnerships for U.S. federal income

41
<PAGE>

tax purposes.

For U.S. federal income tax purposes, any income dividends which the
shareholder receives from a Corporate Series, as well as any distributions
derived from the excess of net short-term capital gain over net long-term
capital loss, are treated as ordinary income whether the shareholder has
elected to receive them in cash or in additional shares. Shareholders of a
Corporate Series are notified annually by the Trust as to the U.S. federal
tax status of dividends and distributions paid by the Corporate Series whose
shares they own.

Dividends which are declared by a Corporate Series 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 a Corporate
Series and received by the shareholder on December 31 of the calendar year in
which they are declared.

The sale of shares of a Corporate Series by redemption is a taxable event and
may result in a capital gain or loss. Any loss incurred on sale or exchange of
shares of the Corporate Series, 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.

The Series may be required to report to the Internal Revenue Service ("IRS")
any taxable dividend or other reportable payment (including share redemption
proceeds) and withhold 31% of any such payments made to individuals and other
non-exempt shareholders who have not provided a correct taxpayer
identification number and made certain required certifications that appear in
the Shareholder Application form. A shareholder may also be subject to backup
withholding if the IRS or a broker notifies the Corporate Series that the
number furnished by the shareholder is incorrect or that the shareholder is
subject to backup withholding for previous under-reporting of interest or
dividend income.

Shareholders should also consult their tax advisors with respect to the
applicability of any state and local intangible property or income taxes to
their shares of the Corporate Series and distributions and redemption
proceeds received from the Corporate Series.

The Partnership Series' taxable year-end will be November 30. Although, as
described above, the Partnership Series will not be subject to U.S. federal
income tax, they will file appropriate U.S. federal income tax returns.

Redemptions of shares in a Partnership Series may be taxable. In general, a
redemption of shares resulting in a distribution of cash by a Partnership
Series to an investor in excess of that investor's tax basis in its shares of
such Partnership Series is taxable to the extent of such excess.

The Partnership Series will inform investors promptly after the close of each
fiscal year of the source of dividends and distributions at the time they are
paid and will promptly advise investors of their allocable share of a
Partnership Series' income, gains, losses, deductions and credits for U.S.
federal income tax purposes.

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<PAGE>

Investors may wish to contact their tax advisors to determine the applicability
of state and local taxes to their distributive share of a Partnership Series'
income, gains, losses, deductions, and credits.

ITEM 8. DISTRIBUTION ARRANGEMENTS

(a) SALES LOADS. Not applicable.

(b) RULE 12b-1 FEES. Not applicable.

(c) MASTER-FEEDER FUNDS. Certain shareholders of the Series are open-end
investment companies and unregistered investment companies that seek to achieve
their investment objectives by investing all of their investable assets in one
or more corresponding Series of the Trust (the "Feeder Portfolios"). Each Feeder
Portfolio has the same investment objective, policies and limitations as the
corresponding Series in which it invests. The master-feeder structure is unlike
many other investment companies that directly acquire and manage their own
portfolio of securities. The investment experience of each Feeder Portfolio will
correspond directly with the investment experience of its corresponding Series,
and the investment experience of each Global Series will correspond directly
with the investment experience of its corresponding Master Series.

RESPONSES TO ITEM 9 HAVE BEEN OMITTED PURSUANT TO PARAGRAPH 2(b) OF
INSTRUCTION B OF THE GENERAL INSTRUCTIONS TO FORM N-1A

PART B:

ITEM 10. COVER PAGE AND TABLE OF CONTENTS Not applicable.

ITEM 11. FUND HISTORY

(a) The Trust was organized as a Delaware business trust on October 27, 1992.
Until August 1, 1997, The U.S. 6-10 Value Series was named The U.S. Small Cap
Value Series.

(b) Not applicable.

ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

(a) CLASSIFICATION. The Trust is an open-end, management investment company
registered under the Investment Company Act of 1940. Each Series operates as a
diversified investment company. Further, no Series will invest more than 25% of
its total assets in securities of companies in a single industry, except as
otherwise noted in this registration statement.

(b) AND (c) INVESTMENT STRATEGIES AND RISKS AND FUND POLICIES. In addition to
the policies stated in response to Item 4 of Part A, each of the Series has
adopted certain limitations which

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<PAGE>

may not be changed with respect to any Series without the approval of a
majority of the outstanding voting securities of the Series. A "majority" is
defined as the lesser of: (1) at least 67% of the voting securities of the
Series (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 Series
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Series.

The Series 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 all Series except The U.S. 9-10 and 6-10 Small
Company Series and The DFA One-Year Fixed Income Series may purchase or sell
financial futures contracts and options thereon; and The Enhanced U.S. Large
Company Series may purchase, sell and enter into indices-related futures
contracts, options on such futures contracts, securities-related swap
agreements and other derivative instruments;

(2) make loans of cash, except through the acquisition of repurchase agreements
and obligations customarily purchased by institutional investors;

(3) as to 75% of the total assets of a Series, 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 Series' total assets, at market, would be
invested in the securities of such issuer; provided that this limitation applies
to 100% of the total assets of The U.S. 9-10 Small Company Series;

(4) purchase or retain securities of an issuer if those officers and trustees of
the Trust or officers and directors of the Advisor owning more than 2 of 1% of
such securities together own more than 5% of such securities; provided that The
U.S. 4-10 Value Series, The Global Value Series, The Global Large Company
Series, The Global Small Company Series and The Tax-Managed U.S. Marketwide
Value Series are not subject to this limitation;

(5) borrow, except from banks and as a temporary measure for extraordinary or
emergency purposes and then, in no event, in excess of 5% of a Series' gross
assets valued at the lower of market or cost; provided that each Series, except
The DFA One-Year Fixed Income Series, U.S. 9-10 Small Company Series and the
Japanese Series, may borrow amounts not exceeding 33% of their net assets from
banks and pledge not more than 33% of such assets to secure such loans;

(6) pledge, mortgage, or hypothecate any of its assets to an extent greater than
10% of its total assets at fair market value, except as described in (5) above;
provided that The U.S. 4-10 Value Series, The Global Value Series, The Global
Large Company Series, The Global Small Company Series and The Tax-Managed U.S.
Marketwide Value Series are not subject to this limitation;

(7) invest more than 10% of the value of the Series' total assets in illiquid
securities, which include certain restricted securities, repurchase agreements
with maturities of greater than seven days, and other illiquid investments;
provided that The U.S. 4-10 Value, The Tax-Managed U.S.

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<PAGE>

Marketwide Value, Enhanced U.S. Large Company, The DFA Two-Year Global Fixed
Income, The Emerging Markets Small Cap Series are not subject to this
limitation, and The DFA International Value Series, The U.S. 6-10 Value
Series, The U.S. Large Cap Value Series, The Global Value Series, The Global
Large Company Series, The Global Small Company Series, The U.S. 6-10 Small
Company Series and The Emerging Markets Series may invest not more than 15%
of their total assets in illiquid securities;

(8) engage in the business of underwriting securities issued by others;

(9) invest for the purpose of exercising control over management of any
company; provided that The U.S. 9-10 Small Company Series, The U.S. 4-10
Value Series, The Global Value Series, The Global Large Company Series, The
Global Small Company Series and The Tax-Managed U.S. Marketwide Value Series
are not subject to this limitation;

(10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization; provided that (a) The Emerging Markets, Emerging Markets Small
Cap, Japanese, United Kingdom, Pacific Rim and Continental Series are not
subject to this limitation; (b) each of the U.S. 4-10 Value, Tax-Managed U.S.
Marketwide Value, Enhanced U.S. Large Company, Emerging Markets, Emerging
Markets Small Cap, Japanese, United Kingdom, Pacific Rim, Continental, The
Global Value, The Global Large Company and The Global Small Company Series may
invest assets in securities of investment companies and units of such companies
such as, but not limited to, S&P Depository Receipts; and (c) the U.S. 9-10
Small Company Series is not subject to this limitation;

(11) invest more than 5% of its total assets in securities of companies which
have (with predecessors) a record of less than three years' continuous
operation; provided that The U.S. 9-10 Small Company Series, The U.S. 4-10 Value
Series, The Global Value Series, The Global Large Company Series, The Global
Small Company Series and The Tax-Managed U.S. Marketwide Value Series are not
subject to this limitation;

(12) acquire any securities of companies within one industry if, as a result of
such acquisition, more than 25% of the value of the Series' total assets would
be invested in securities of companies within such industry; except The DFA
One-Year Fixed Income and Two-Year Global Fixed Income Series shall invest more
than 25% of their total assets in obligations of banks and bank holding
companies in the circumstances described in this registration statement in
"Investments in the Banking Industry" under Item 4 of Part A;

(13) write or acquire options (except as described in (1) above) or interests in
oil, gas or other mineral exploration, leases or development programs except
that (a) the Enhanced U.S. Large Company Series may write or acquire options;
and (b) The Global Value Series, The Global Large Company Series, The Global
Small Company Series and The U.S. 4-10 Value Series are not subject to these
limitations; and (c) The Tax-Managed U.S. Marketwide Value Series may write or
acquire options;

(14) purchase warrants; however, each Series, except The DFA One-Year Fixed
Income Series

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<PAGE>

and Two-Year Global Fixed Income Series (the "Fixed Income Series"), may
acquire warrants as a result of corporate actions involving its holdings of
other equity securities; and The U.S. 4-10 Value Series, The Global Value
Series, The Global Large Company Series, The Global Small Company Series and
The Tax-Managed U.S. Marketwide Value Series are not subject to this
limitation;

(15) purchase securities on margin or sell short; provided that The U.S. 4-10
Value Series, The Global Value Series, The Global Large Company Series, The
Global Small Company Series and The Tax-Managed U.S. Marketwide Value Series
are not subject to the limitation on selling securities short;

(16) acquire more than 10% of the voting securities of any issuer; provided that
(a) this limitation applies only to 75% of the assets of The U.S. Value Series,
The Emerging Markets Series and The Emerging Markets Small Cap Series; and (b)
The U.S. 9-10 Small Company Series, The Tax-Managed U.S. Marketwide Value
Series, The Global Value Series, The Global Large Company Series and The Global
Small Company Series are not subject to this limitation; or

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

The investment limitations described in (3), (4), (7), (9), (10), (11), (12) and
(16) above do not prohibit The Global Value Series, The Global Large Company
Series and The Global Small Company Series from investing all or substantially
all of their assets in the shares of other registered, open-end investment
companies, such as the Master Series. The investment limitations of the Master
Series are the same as those of the corresponding Global Series.

The investment limitations described in (1) and (15) above do not prohibit each
Series that may purchase or sell financial futures contracts and options thereon
from making margin deposits to the extent permitted under applicable
regulations; and the investment limitations described in (1), (13) and (15)
above do not prohibit The Enhanced U.S. Large Company Series from (i) making
margin deposits in connection with transactions in options; and (ii) maintaining
a short position, or purchasing, writing or selling puts, calls, straddles,
spreads or combinations thereof in connection with transactions in options,
futures, and options on futures and transactions arising under swap agreements
or other derivative instruments.

For purposes of (5) above, The Emerging Markets Series and The Emerging Markets
Small Cap Series may borrow in connection with a foreign currency transaction or
the settlement of a portfolio trade. The only type of borrowing contemplated
thereby is the use of a letter of credit issued on such Series' behalf in lieu
of depositing initial margin in connection with currency futures contracts, and
the Series have no present intent to engage in any other types of borrowing
transactions under this authority. Although (2) above prohibits cash loans, the
Series are authorized to lend portfolio securities. (See "Securities Loans" in
Item 4 of Part A.)

Although (2) above prohibits cash loans, the Global Series are authorized to
lend portfolio securities. Inasmuch as the Global Series will only hold shares
of the Master Series, the Global

46
<PAGE>

Series do not intend to lend those shares.

For the purposes of (7) above, The DFA One-Year Fixed Income and Two-Year
Global Fixed Income Series may invest in commercial paper that is exempt from
the registration requirements of the Securities Act of 1933 (the "1933 Act")
subject to the requirements regarding credit ratings stated in this
registration statement under Item 4. Further, pursuant to Rule 144A under the
1933 Act, the Series may purchase certain unregistered (i.e. restricted)
securities upon a determination that a liquid institutional market exists for
the securities. If it is decided that a liquid market does exist, the
securities will not be subject to the 10% or 15% limitation on holdings of
illiquid securities stated in (7) above. While maintaining oversight, the
Board of Trustees has delegated the day-to-day function of making liquidity
determinations to the Advisor. For Rule 144A securities to be considered
liquid, there must be at least two dealers making a market in such
securities. After purchase, the Board of Trustees and the Advisor will
continue to monitor the liquidity of Rule 144A securities.

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

The Japanese, United Kingdom, Pacific Rim, Continental, DFA International Value,
The DFA Two-Year Global Fixed Income, The Emerging Markets and The Emerging
Markets Small Cap Series, The Global Small Company Series, The Global Value
Series, and The Global Large Company Series (indirectly, through its investment
in the Master Series) may acquire and sell forward foreign currency exchange
contracts in order to hedge against changes in the level of future currency
rates. Such contracts involve an obligation to purchase or sell a specific
currency at a future date at a price set in the contract. While the U.S. Value
Series and The DFA International Value Series have retained authority to buy and
sell financial futures contracts and options thereon, they have no present
intention to do so.

Notwithstanding any of the above investment restrictions, The Emerging Markets
Series and The Emerging Markets Small Cap Series may establish subsidiaries or
other similar vehicles for the purpose of conducting their investment operations
in Approved Markets, if such subsidiaries or vehicles are required by local laws
or regulations governing foreign investors such as the Series or whose use is
otherwise considered by the Series to be advisable. Such Series would "look
through" any such vehicle to determine compliance with their investment
restrictions.

Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Series owns, and does not include assets which the
Series does not own but over which it has effective control. For example, when
applying a percentage investment limitation that is based on total assets, the

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<PAGE>

Series will exclude from its total assets those assets which represent
collateral received by the Series for its securities lending transactions.

Unless otherwise indicated, all limitations applicable to the Series'
investments apply only at the time that a transaction is undertaken. With
respect to illiquid securities, if a fluctuation in value causes a Series to
go above its limitation on investment in illiquid securities, the Board will
consider what action, if any, should be taken to reduce the percentage to the
applicable limitation. Any subsequent change in a rating assigned by any
rating service to a security or change in the percentage of a Series' assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Series' total assets will not require a
Series to dispose of an investment until the Advisor determines that it is
practicable to sell or closeout the investment without undue market or tax
consequences. In the event that ratings services assign different ratings to
the same security, the Advisor will determine which rating it believes best
reflects the security's quality and risk at that time, which may be the
higher of the several assigned ratings.

Because the structure of each Series, except the Fixed Income Series, is based
on the relative market capitalizations of eligible holdings, it is possible that
the Series might include at least 5% of the outstanding voting securities of one
or more issuers. In such circumstances, the Trust and the issuer would be deemed
"affiliated persons" under the Investment Company Act of 1940 and certain
requirements of the Act regulating dealings between affiliates might become
applicable.

OPTIONS ON STOCK INDICES

The Enhanced U.S. Large Company Series may purchase and sell options on stock
indices. With respect to the sale of call options on stock indices, pursuant to
published positions of the Securities and Exchange Commission ("SEC"), The
Enhanced U.S. Large Company Series will either (1) maintain with its custodian
liquid assets equal to the contract value (less any margin deposits); (2) hold a
portfolio of stocks substantially replicating the movement of the index
underlying the call option; or (3) hold a separate call on the same index as the
call written where the exercise price of the call held is (a) equal to or less
than the exercise price of the call written, or (b) greater than the exercise
price of the call written, provided the difference is maintained by the Series
in liquid assets in a segregated account with its custodian. With respect to the
sale of put options on stock indices, pursuant to published SEC positions, The
Enhanced U.S. Large Company Series will either (1) maintain liquid assets equal
to the exercise price (less any margin deposits) in a segregated account with
its custodian; or (2) hold a put on the same index as the put written where the
exercise price of the put held is (a) equal to or greater than the exercise
price of the put written, or (b) less than the exercise price of the put
written, provided an amount equal to the difference is maintained by the Series
in liquid assets in a segregated account with its custodian.

Prior to the earlier of exercise or expiration, an option may be closed out by
an offsetting purchase or sale of an option of the same series (type, exchange,
underlying index, exercise price, and expiration). There can be no assurance,
however, that a closing purchase or sale transaction can be effected when The
Enhanced U.S. Large Company Series desires.

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<PAGE>

The Enhanced U.S. Large Company Series will realize a gain from a closing
purchase transaction if the cost of the closing option is less than the
premium received from writing the option, or, if it is more, the Series will
realize a loss. The principal factors affecting the market value of a put or
a call option include supply and demand, interest rates, the current market
price of the underlying index in relation to the exercise price of the
option, the volatility of the underlying index, and the time remaining until
the expiration date.

If an option written by The Enhanced U.S. Large Company Series expires, the
Series realizes a gain equal to the premium received at the time the option was
written. If an option purchased by the Series expires unexercised, the Series
realizes a loss equal to the premium paid.

The premium paid for a put or call option purchased by The Enhanced U.S. Large
Company Series is an asset of the Series. The premium received for an option
written by the Series is recorded as a deferred credit. The value of an option
purchased or written is marked to market daily and is valued at the closing
price on the exchange on which it is traded or, if not traded on an exchange or
no closing price is available, at the mean between the last bid and asked
prices.

RISKS ASSOCIATED WITH OPTIONS ON INDICES

There are several risks associated with transactions in options on indices. For
example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives. The value of an
option position will reflect, among other things, the current market price of
the underlying index, the time remaining until expiration, the relationship of
the exercise price, the term structure of interest rates, estimated price
volatility of the underlying index and general market conditions. A decision as
to whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.

Options normally have expiration dates of up to 90 days. The exercise price of
the options may be below, equal to or above the current market value of the
underlying index. Purchased options that expire unexercised have no value.
Unless an option purchased by The Enhanced U.S. Large Company Series is
exercised or unless a closing transaction is effected with respect to that
position, The Enhanced U.S. Large Company Series will realize a loss in the
amount of the premium paid and any transaction costs.

A position in an exchange-listed option may be closed out only on an exchange
that provides a secondary market for identical options. Although The Enhanced
U.S. Large Company Series intends to purchase or write only those options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market will exist for any particular option at any specific
time. Closing transactions may be effected with respect to options traded in the
over-the-counter markets only by negotiating directly with the other party to
the option contract, or in a secondary market for the option if such a market
exists. There can be no assurance that The Enhanced U.S. Large Company Series
will be able to liquidate an over-the-counter option at

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<PAGE>

a favorable price at any time prior to expiration. In the event of insolvency
of the counter-party, the Series may be unable to liquidate an
over-the-counter option. Accordingly, it may not be possible to effect
closing transactions with respect to certain options, with the result that
The Enhanced U.S. Large Company Series would have to exercise those options
which they have purchased in order to realize any profit. With respect to
options written by The Enhanced U.S. Large Company Series, the inability to
enter into a closing transaction may result in material losses to the Series.

Index prices may be distorted if trading of a substantial number of securities
included in the index is interrupted causing the trading of options on that
index to be halted. If a trading halt occurred, The Enhanced U.S. Large Company
Series would not be able to close out options which it had purchased and may
incur losses if the underlying index moved adversely before trading resumed. If
a trading halt occurred and restrictions prohibiting the exercise of options
were imposed through the close of trading on the last day before expiration,
exercises on that day would be settled on the basis of a closing index value
that may not reflect current price information for securities representing a
substantial portion of the value of the index.

The Enhanced U.S. Large Company Series' activities in the options markets may
result in higher fund turnover rates and additional brokerage costs; however,
the Series may also save on commissions by using options as a hedge rather than
buying or selling individual securities in anticipation or as a result of market
movements.

INVESTMENT LIMITATIONS ON OPTIONS TRANSACTIONS

The ability of The Enhanced U.S. Large Company Series to engage in options
transactions is subject to certain limitations. The Enhanced U.S. Large Company
Series will only invest in over-the-counter options to the extent consistent
with the 15% limit on investments in illiquid securities.

FUTURES CONTRACTS

Please note that while the following discussion relates to the policies of
certain Series with respect to futures contracts, it should be understood that,
with respect to the Global Series, the discussion applies to the Master Series
in which the Global Series invest.

All Series except The U.S. 9-10 and 6-10 Small Company Series and The DFA
One-Year Fixed Income Series may enter into index futures contracts and
options on index futures contracts for the purpose of remaining fully
invested and to maintain liquidity to pay redemptions. In addition, The
Enhanced U.S. Large Company Series may use futures contracts and options
thereon to hedge against securities prices or as part of its overall
investment strategy. Futures contracts provide for the future sale by one
party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price. Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges. The Series will be
required to make a margin deposit in cash or government securities with a
broker or custodian to initiate and maintain positions in

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<PAGE>

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 Series. Variation
margin payments are made to and from the futures broker for as long as the
contract remains open. The Series expect to earn income on their margin
deposits. To the extent that a Series invests in futures contracts and
options thereon for other than bona fide hedging purposes, no Series will
enter into such transactions if, as a result, more than 5% of its net assets
would then consist of initial margin deposits and premiums required to
establish such positions, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%. Pursuant to
published positions of the SEC, the Series may be required to maintain
segregated accounts consisting of liquid assets (or, as permitted under
applicable regulation, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with
respect to such contracts. Positions in futures contracts may be closed out
only on an exchange which provides a secondary market. However, there can be
no assurance that a liquid secondary market will exist for any particular
futures contract at any specific time. Therefore, it might not be possible to
close a futures position and, in the event of adverse price movements, the
Series would continue to be required to continue to make variation margin
deposits. In such circumstances, if the Series 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.

REPURCHASE AGREEMENTS

In addition, all of the Series (directly or indirectly through the Master
Series) may invest in repurchase agreements. In the event of the bankruptcy of
the other party to a repurchase agreement, the Trust could experience delay in
recovering the securities underlying such agreements. Management believes that
this risk can be controlled through stringent security selection criteria and
careful monitoring procedures.

12(d) TEMPORARY DEFENSIVE POSITION. The information required by this item is
provided in response to Item 4(b) of Part A.

12(e) PORTFOLIO TURNOVER. Generally, securities will be purchased with the
expectation that they will be held for longer than one year. Generally,
securities will be held until such time as, in the Advisor's judgment, they are
no longer considered an appropriate holding in light of the policy of
maintaining portfolios of companies with small market capitalization.

The portfolio turnover rate for the Tax-Managed U.S. Marketwide Value Series is
anticipated to

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<PAGE>

be approximately 60%. The portfolio turnover rates for each of The Global
Value Series, The Global Large Company Series and The Global Small Company
Series are anticipated to be between 0 and 100%. Initially turnover rates are
difficult to predict because they reflect purchases and redemptions from
funds, rather than the purchase and sale of underlying securities.

Ordinarily, portfolio securities in The U.S. Large Company Series will not be
sold except to reflect additions or deletions of the stocks that comprise the
S&P 500 Index, including mergers, reorganizations and similar transactions and,
to the extent necessary, to provide cash to pay redemptions of the Series'
shares.

ITEM 13. MANAGEMENT OF THE FUND

(a), (b) AND (c) The Trust has a Board of Trustees, which is responsible for
establishing Trust policies and for overseeing the management of the Trust. The
names, locations and dates of birth of the trustees and officers of the Trust
and a brief statement of their present positions and principal occupations
during the past five years are set forth below. As used below, "DFA Entities"
refers to the following: Dimensional Fund Advisors Inc., Dimensional Fund
Advisors Ltd., DFA Australia Limited, DFA Investment Dimensions Group Inc.
(Registered Investment Company), Dimensional Emerging Markets Value Fund Inc.
(Registered Investment Company), Dimensional Investment Group Inc. (Registered
Investment Company) and DFA Securities Inc.

TRUSTEES

David G. Booth*, 12/2/46, Trustee, 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. Chairman and Director, Dimensional Fund Advisors Ltd.

George M. Constantinides, 9/22/47, Trustee, Chicago, IL. Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago.
Director, DFA Investment Dimensions Group Inc., Dimensional Investment Group
Inc. and Dimensional Emerging Markets Value Fund Inc.

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

Roger G. Ibbotson, 5/27/43, Trustee, New Haven, CT. Professor in Practice of
Finance, Yale School of Management. Director, DFA Investment Dimensions Group
Inc., Dimensional Investment Group Inc., Dimensional Emerging Markets Value
Fund Inc., Hospital Fund, Inc. (investment management services) and BIRR
Portfolio Analysis, Inc. (software products).

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<PAGE>

Chairman, Ibbotson Associates, Inc., Chicago, IL (software, data, publishing
and consulting).

Merton H. Miller, 5/16/23, Trustee, Chicago, IL. Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago. Director, DFA Investment Dimensions Group Inc.,
Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund
Inc. Public Director, Chicago Mercantile Exchange.

Myron S. Scholes, 7/1/42, Trustee, Menlo Park, CA. Frank E. Buck Professor
Emeritus of Finance, Stanford University. Director, DFA Investment
Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional
Emerging Markets Value Fund Inc. Consultant, Arbor Investors. Formerly,
Limited Partner, Long-Term Capital Management L.P. (money manager).

Rex A. Sinquefield*, 9/7/44, Trustee, 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. Chairman, Chief Executive
Officer and Director, Dimensional Fund Advisors Ltd.

* Interested Trustee of the Trust.

OFFICERS

Arthur Barlow, 11/7/55, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

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

Robert Deere, 10/8/57, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

Irene R. Diamant, 7/16/50, Vice President and Secretary, Santa Monica, CA.
Vice President and Secretary of all DFA Entities except Dimensional Fund
Advisors Ltd. for which she is Vice President.

Richard Eustice, 8/5/65, Vice President and Assistant Secretary, Santa
Monica, CA. Vice President and Assistant Secretary of all DFA Entities.

Eugene Fama, Jr., 1/21/61, Vice President, Santa Monica, CA. Vice President
of all DFA Entities.

Kamyab Hashemi-Nejad, 1/22/61, Vice President, Controller and Assistant
Secretary, Santa Monica, CA. Vice President, Controller and Assistant
Treasurer of all DFA Entities.

Stephen P. Manus, 12/26/50, Vice President, Santa Monica, CA.

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<PAGE>

President, ANB Investment Management and Trust Company from 1993-1997. Vice
President of all DFA Entities.

Karen McGinley, 3/10/66, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

Catherine L. Newell, 5/7/64, Vice President and Assistant Secretary, Santa
Monica, CA. Associate, Morrison & Foerster, LLP from 1989-1996. Vice
President and Assistant Secretary of all DFA Entities except Dimensional Fund
Advisors Ltd. for which she is Vice President.

David Plecha, 10/26/61, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

George Sands, 2/8/56, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

Michael T. Scardina, 10/12/55, Vice President, Chief Financial Officer and
Treasurer, Santa Monica, CA. Vice President, Chief Financial Officer and
Treasurer of all DFA Entities.

Jeanne C. Sinquefield, Ph.D., 12/2/46, Executive Vice President, Santa
Monica, CA. Executive Vice President of all DFA Entities.

Scott Thornton, 3/1/63, Vice President, Santa Monica, CA. Vice President of
all DFA Entities.

Weston Wellington, 3/1/51, Vice President, Santa Monica, CA. Vice President
of all DFA Entities. Vice President, Director of Research, LPL Financial
Services, Inc., Boston, MA 1987-1994.

Rex A. Sinquefield, Trustee, Chairman-Chief Investment Officer of the Trust,
and Jeanne C. Sinquefield, Executive Vice President of the Trust, are husband
and wife.

13(d) COMPENSATION. Set forth below is a table listing, for each Trustee
entitled to receive compensation, the compensation received from the Trust
during the fiscal year ended November 30, 1998, and the total compensation
received from all four registered investment companies for which the Advisor
serves as investment advisor during that same fiscal year.

<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation from Trust and Fund
TRUSTEE from Trust ---------------------------------
------- ---------- Complex
-------
<S> <C> <C>
George M. Constantinides $5,000 $30,000
John P. Gould $5,000 $30,000
Roger G. Ibbotson $5,000 $30,000
Merton H. Miller $5,000 $30,000
Myron S. Scholes $5,000 $30,000
</TABLE>

13(e) SALES LOADS. Not applicable.

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<PAGE>

ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

(a) CONTROL PERSONS. As of April 30, 1999, the following persons may be deemed
to control the following Series either by owning more than 25% of the voting
securities of such Series directly or, through the operation of pass-through
voting rights, by owning more than 25% of the voting securities of a feeder
portfolio investing its assets in the Series:

U.S. 4-10 VALUE SERIES

West Virginia Investment Management Board
One Cantley Drive
Charleston, WV 25314 100%

THE DFA INTERNATIONAL VALUE SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 27.03%

JAPANESE SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 40.02%

PACIFIC RIM SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 42.90%

UNITED KINGDOM SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 35.29%

CONTINENTAL SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 35.78%

EMERGING MARKETS SMALL CAP SERIES

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<PAGE>

South Dakota Retirement System
4009 W. 49th Street, Suite 300
Sioux Falls, SD 57105 67.77%

14(b) PRINCIPAL HOLDERS. As of April 30, 1999, the following shareholders owned
beneficially at least 5% of the outstanding shares of the Series, as set forth
below. Unless otherwise indicated, the address of each shareholder is 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401.

THE U.S. LARGE COMPANY SERIES

Blackrock Funds -
Index Equity Portfolio
c/o PFPC
400 Bellevue Parkway
Wilmington, DE 19809 66.74%

DFA Investment Dimensions Group Inc. -
The U.S. Large Company Portfolio 33.01%

ENHANCED U.S. LARGE COMPANY SERIES

DFA Investment Dimensions Group Inc.
Enhanced U.S. Large Company Portfolio 100%

THE U.S. LARGE CAP VALUE SERIES

DFA Investment Dimensions Group Inc. -
The U.S. Large Cap Value Portfolio 64.04%

Dimensional Investment Group Inc. -
U.S. Large Cap Value Portfolio III 24.60%

Dimensional Investment Group Inc. -
RWB/DFA U.S. High Book to Market Portfolio 7.05%

TAX-MANAGED U.S. MARKETWIDE VALUE SERIES

DFA Investment Dimensions Group Inc.
Tax-Managed U.S. Marketwide Value Portfolio 74.09%

Dimensional Investment Group Inc.

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<PAGE>

Tax-Managed U.S. Marketwide Value Portfolio II 25.89%

U.S. 4-10 VALUE SERIES

West Virginia Investment Management Board
One Cantley Drive
Charleston, WV 25314 100%

THE U.S. 6-10 VALUE SERIES

DFA Investment Dimensions Group Inc. -
The U.S. 6-10 Value Portfolio 97.02%

THE U.S. 6-10 SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
The U.S. 6-10 Small Company Portfolio 63.35%

Dimensional Investment Group Inc. -
DFA 6-10 Institutional Portfolio 20.03%

The California Wellness Foundation
6320 Canoga Avenue, Suite 1700
Woodland Hills, CA 91367 16.62%

THE U.S. 9-10 SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
The U.S. 9-10 Small Company Portfolio 100%

THE DFA INTERNATIONAL VALUE SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 27.03%

Dimensional Investment Group Inc. -
DFA International Value Portfolio 26.27%

Dimensional Investment Group Inc. -
DFA International Value Portfolio III 15.54%

DFA Investment Dimensions Group Inc. -
RWB/DFA International High Book to Market
Portfolio 15.45%

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<PAGE>
Dimensional Investment Group Inc. -
DFA International Value Portfolio IV 6.43%

Mac & Co.
c/o Mellon Bank
P.O. Box 3198
Pittsburgh, PA 15230-3198 5.06%

JAPANESE SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc.
Japanese Small Company Portfolio 61.04%

DFA Investment Dimensions Group Inc.
International Small Company Portfolio 38.96%

PACIFIC RIM SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc.
Pacific Rim Small Company Portfolio 64.68%

DFA Investment Dimensions Group Inc.
International Small Company Portfolio 35.32%

UNITED KINGDOM SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc.
United Kingdom Small Company Portfolio 59.08%

DFA Investment Dimensions Group Inc.
International Small Company Portfolio 40.92%

CONTINENTAL SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc.
Continental Small Company Portfolio 61.06%

DFA Investment Dimensions Group Inc.
International Small Company Portfolio 38.94%

THE EMERGING MARKETS SERIES

DFA Investment Dimensions Group Inc. -
Emerging Markets Portfolio 97.12%

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<PAGE>

EMERGING MARKETS SMALL CAP SERIES

South Dakota Retirement System
4009 W. 49th Street, Suite 300
Sioux Falls, SD 57105 67.77%

DFA Investment Dimensions Group Inc.
Emerging Markets Small Cap Portfolio 31.73%

THE DFA ONE-YEAR FIXED INCOME SERIES

DFA Investment Dimensions Group Inc. -
The DFA One-Year Fixed Income Portfolio 88.45%

Gateway 2000, Inc.
610 Gateway Drive
North Sioux City, SD 57049 11.51%

DFA TWO-YEAR GLOBAL FIXED INCOME SERIES

DFA Investment Dimensions Group Inc. -
DFA Two-Year Global Fixed Income Portfolio 100%

LARGE CAP INTERNATIONAL PORTFOLIO OF DFAIDG

Charles Schwab & Company, Inc.*
101 Montgomery Street
San Francisco, CA 94104 77.85%

National Investor Services Corp.*
55 Water Street
New York, NY 10041 5.77%

- ---------------
*Owner of record only.

14(c) MANAGEMENT OWNERSHIP. As of April 30, 1999, the trustees and officers
as a group owned less than 1% of each Series' outstanding stock.

ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES

(a) INVESTMENT ADVISERS. The information provided in response to this item is in
addition to the information provided in response to Items 6(a)(1) and (2) in
Part A and Items 13(a), (b) and (c) in this Part B.

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David G. Booth and Rex A. Sinquefield, directors and officers of the Advisor and
Trustees and officers of the Trust, and shareholders of the Advisor's
outstanding voting stock, may be considered controlling persons of the Advisor.

For the services its provides as investment advisor to each Series of the Trust,
the Advisor is paid a monthly fee calculated as a percentage of average net
assets of the Series. For the fiscal periods ended November 30, 1996, 1997 and
1998, as applicable, the Series paid management fees as set forth in the
following table:

<TABLE>
<CAPTION>
1996 1997 1998
(000) (000) (000)
<S> <C> <C> <C>
U.S. Large Company $62 $160 $293

Enhanced U.S. Large Company $386 $17 $26

U.S. Large Cap Value $699 $1,255 $1,667

U.S. 4-10 Value n/a n/a $86

U.S. 6-10 Value $699 $3,534 $4,743

U.S. 6-10 Small Company $81 $102 $150

U.S. 9-10 Small Company n/a n/a $1,458

DFA International Value $2,124 $2,997 $3,466

Japanese Small Company $106 $258 $181

Pacific Rim Small Company $65 $230 $133

United Kingdom Small Company $52 $180 $157

Continental Small Company $100 $351 $334

Emerging Markets $111 $226 $220

Emerging Markets Small Cap n/a $47 $37

DFA One-Year Fixed Income $82 $392 $420

DFA Two-Year Global Fixed
Income $69 $185 $214

</TABLE>
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<PAGE>

The Japanese Small Company, United Kingdom Small Company, Pacific Rim Small
Company and Continental Small Company Series commenced operations on August
10, 1996. The Emerging Markets Small Cap Series commenced operations on
December 2, 1996. The U.S. 9-10 Small Company Series commenced operations on
December 1, 1997, and The U.S. 4-10 Value Series commenced operations on
February 6, 1998. The Tax-Managed U.S. Marketwide Value Series had not
commenced operations as of November 30, 1998. While The Global Value Series,
The Global Large Company Series and The Global Small Company Series are not
subject to a management fee, investments by the Global Series in the Master
Series are subject to the management fees charged by the respective Master
Series.

From December 1, 1993 through August 8, 1996, the Advisor agreed to waive its
fee under the Investment Management Agreement with respect to The DFA
International Value Series to the extent necessary to keep the cumulative
annual expenses of the Series to not more than .45% of average net assets of
the Series on an annualized basis.

The Advisor pays DFAL quarterly fees of 12,500 pounds sterling for services
to each of the United Kingdom and Continental Series. The Advisor pays DFA
Australia fees of $13,000 per year for services to each of the Japanese and
Pacific Rim Series.

15(b) PRINCIPAL UNDERWRITER. The Trust distributes its own shares. It has,
however, entered into an agreement with DFA Securities Inc., a wholly-owned
subsidiary of the Advisor, pursuant to which DFA Securities Inc. is
responsible for supervising the sale of shares of each Series. No
compensation is paid by the Trust to DFA Securities Inc. under this agreement.

15(c) SERVICES PROVIDED BY EACH INVESTMENT ADVISER AND EXPENSES PAID BY THIRD
PARTIES. The information provided in response to this item is in addition to
the information provided in response to Item 6(a)(1) and (2) of Part A.

Initially, the investment management agreement with respect to each Series is
in effect for a period of two years. Thereafter, each agreement may continue
in effect for successive annual periods, provided such continuance is
specifically approved at least annually by a vote of the Trust's Board of
Trustees or, by a vote of the holders of a majority of the Series'
outstanding voting securities, and in either event by a majority of the
trustees who are not parties to the agreement or interested persons of any
such party (other than as trustees of the Trust), cast in person at a meeting
called for that purpose. An investment management agreement may be terminated
without penalty at any time by the Series or by the Advisor on 60 days'
written notice and will automatically terminate in the event of its
assignment as defined in the Investment Company Act of 1940.

15(d) SERVICE AGREEMENTS. Not applicable.

15(e) OTHER INVESTMENT ADVICE. Not applicable.

15(f) DEALER REALLOWANCES. Not applicable.

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<PAGE>

15(g) RULE 12b-1 PLANS. Not applicable.

15(h) OTHER SERVICE PROVIDERS.

(1) AND (2) PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, Delaware
19809, serves as the administrative and accounting services, dividend
disbursing and transfer agent for all Trust Series. The services provided by
PFPC are subject to supervision by the executive officers and the Board of
Trustees of the Trust, and include day-to-day keeping and maintenance of
certain records, calculation of the offering price of the shares, preparation
of reports, liaison with its custodians, and transfer and dividend disbursing
agency services. For its services, each Series pays PFPC annual fees which
are set forth in the following table:

U.S. 9-10 SMALL COMPANY SERIES
U.S. 6-10 SMALL COMPANY SERIES
U.S. 6-10 VALUE SERIES
U.S. LARGE CAP VALUE SERIES
TAX-MANAGED U.S. MARKETWIDE VALUE SERIES
ENHANCED U.S. LARGE COMPANY SERIES
CHARGES FOR EACH SERIES:
.1025% of the first $300 million of net assets
.0769% of the next $300 million of net assets
.0513% of the next $250 million of net assets
.0205% of net assets over $850 million

PFPC charges a minimum fee of $58,800 per year to each of the Large Cap
Value, Tax-Managed U.S. Marketwide Value Series and 6-10 Value Series. PFPC
charges the Enhanced U.S. Large Company Series a minimum fee of $75,000 per
year. PFPC has agreed that it may from time to time limit the fee rates and
the minimum fees for these Series.

DFA TWO-YEAR GLOBAL FIXED INCOME SERIES
.1230% of the first $150 million of net assets
.0820% of the next $150 million of net assets
.0615% of the next $300 million of net assets
.0410% of the next $250 million of net assets
.0205% of net assets over $850 million

The Series is subject to a minimum fee of $75,000 per year. PFPC has agreed to
limit the minimum fee for the Series from time to time.

JAPANESE SMALL COMPANY SERIES
UNITED KINGDOM SMALL COMPANY SERIES
PACIFIC RIM SMALL COMPANY SERIES
CONTINENTAL SMALL COMPANY SERIES
DFA INTERNATIONAL VALUE SERIES
LARGE CAP INTERNATIONAL PORTFOLIO
EMERGING MARKETS SERIES

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<PAGE>

EMERGING MARKETS SMALL CAP SERIES
CHARGES FOR EACH SERIES:
.1230% of the first $300 million of net assets
.0615% of the next $300 million of net assets
.0410% of the next $250 million of net assets
.0205% of net assets over $850 million

The DFA International Value, Large Cap International, Emerging Markets and
Emerging Markets Small Cap Series are each subject to minimum fees of $75,000
per year. The Pacific Rim Small Company Series is subject to a minimum fee of
$100,000 per year. PFPC has agreed to limit the minimum fee for these Series
from time to time.

DFA ONE-YEAR FIXED INCOME SERIES
.0513% of the first $100 million of net assets
.0308% of the next $100 million of net assets
.0205% of net assets over $200 million

U.S. LARGE COMPANY SERIES
.0150% of net assets

U.S. 4-10 VALUE SERIES
.0160% of net assets

THE GLOBAL VALUE SERIES
$2,600 (includes custodian fees)
THE GLOBAL LARGE COMPANY SERIES
$2,600 (includes custodian fees)
THE GLOBAL SMALL COMPANY SERIES
$2,950 per month (includes custodian fees)

15(h)(3) Citibank, N.A. ("Citibank"), 111 Wall Street, New York, New York,
10005, is the global custodian for the following Series: DFA International
Value Series, the Japanese Small Company Series, the Pacific Rim Small
Company Series, the United Kingdom Small Company Series, the Continental
Small Company Series, DFA Two-Year Global Fixed Income Series, and Enhanced
U.S. Large Company Series (co-custodian with PFPC Trust Company). The Chase
Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, NY 11245, serves as the
custodian for the Emerging Markets Series and Emerging Markets Small Cap
Series, and PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809,
serves as the custodian for all other Series of the Trust. The custodians
maintain separate accounts for the Series; make receipts and disbursements of
money on behalf of the Series; and collect and receive income and other
payments and distributions on account of the Series' portfolio securities.
The custodians do not participate in decisions relating to the purchase and
sale of portfolio securities.

PricewaterhouseCoopers LLP, 2400 Eleven Penn Center, Philadelphia,
Pennsylvania 19103, the Trust's independent accountant, audit the Trust's
financial statements on an annual basis.

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<PAGE>

15(h)(4) Not applicable.

ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES

16(a) AND (c) BROKERAGE TRANSACTIONS AND BROKERAGE SELECTION. The following
table depicts brokerage commissions paid by the following Series:

BROKERAGE COMMISSIONS
FISCAL YEARS ENDED NOVEMBER 30, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
<S> <C> <C> <C>
U.S. Large Company $ 72,262 $ 40,689 $ 15,841

Enhanced U.S. Large
Company $ 1,650 $ 10,284 $ 2,210

U.S. Large Cap Value $ 934,452 $ 929,005 $1,116,421

U.S. 4-10 Value n/a n/a $ 717,873

U.S. 6-10 Value $2,754,009 $4,591,853 $4,289,226

U.S. 6-10 Small Company $ 473,887 $ 855,652 $1,022,535

U.S. 9-10 Small Company $1,704,251 $1,641,020 $1,541,534

DFA International Value $1,251,242 $1,133,787 $ 763,022

Japanese Small Company $ 466,795 $ 602,098 $ 300,862

Pacific Rim Small Company $ 181,812 $ 485,846 $ 316,644

United Kingdom Small
Company $ 86,854 $ 68,028 $ 116,482

Continental Small Company
Series $ 214,631 $ 145,195 $ 278,568

Emerging Markets $ 437,088 $ 559,853 $ 375,895

Emerging Markets Small Cap n/a $ 123,081 $ 40,579

</TABLE>

During the fiscal year ended November 30 1998, the Large Cap International
Portfolio, a portfolio of DFAIDG, paid brokerage commissions of $32,512. The
Global Value Series, The

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<PAGE>

Global Large Company Series and The Global Small Company Series had not
commenced operations prior to the date of this registration statement.

The substantial increases or decreases in the amount of brokerage commissions
paid by certain Series from year to year indicated in the foregoing table
resulted from increases or decreases in the amount of securities bought and
sold by those Series.

The DFA One-Year Fixed Income and Two-Year Global Fixed Income Series acquire
and sell securities on a net basis with dealers which are major market
markers in such securities. The Investment Committee of the Advisor selects
dealers on the basis of their size, market making and credit analysis
ability. When executing portfolio transactions, the Advisor seeks to obtain
the most favorable price for the securities being traded among the dealers
with whom such Series effects transactions.

16(b) COMMISSIONS. No commissions were paid to affiliates or affiliates of
affiliates during fiscal years 1996, 1997 or 1998.

Portfolio transactions will be placed with a view to receiving the best price
and execution.

The OTC companies eligible for purchase by The U.S. 6-10 Small Company
Series, The U.S. 9-10 Small Company Series, The U.S. 4-10 Value Series and
The U.S. 6-10 Value Series are thinly traded securities. Therefore, the
Advisor believes it needs maximum flexibility to effect OTC trades on a best
execution basis. To that end, the Advisor places buy and sell orders with
market makers, third market brokers, Instinet and with brokers on an agency
basis when the Advisor determines that the securities may not be available
from other sources at a more favorable price. Third market brokers enable the
Advisor to trade with other institutional holders directly on a net basis.
This allows the Advisor to sometimes trade larger blocks than would be
possible by going through a single market maker.

Instinet is an electronic information and communication network whose
subscribers include most market makers as well as many institutions. Instinet
charges a commission for each trade executed on its system. On any given
trade, The U.S. 6-10 Small Company Series, The U.S. 9-10 Small Company
Series and the U.S. Value Series, 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 Series can effect transactions at the best available prices.

Brokerage commissions for transactions in securities listed on the Tokyo
Stock Exchange ("TSE") and other Japanese securities exchanges are fixed.
Under the current regulations of the TSE and the Japanese Ministry of
Finance, member and non-member firms of Japanese exchanges are required to
charge full commissions to all customers other than banks and certain
financial institutions, but members and licensed non-member firms may confirm
transactions to banks and financial institution affiliates located outside Japan
with institutional discounts on brokerage commissions. The Japanese Small
Company Series has been able to avail itself of

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<PAGE>

institutional discounts. The Series' ability to effect transactions at a
discount from fixed commission rates depends on a number of factors,
including the size of the transaction, the relation between the cost to the
member or the licensed non-member firm of effecting such transaction and the
commission receivable, and the law, regulation and practice discussed above.
There can be no assurance that the Series will continue to be able to realize
the benefit of discounts from fixed commissions.

The Series will seek to acquire and dispose of securities in a manner which
would cause as little fluctuation in the market prices of stocks being
purchased or sold as possible in light of the size of the transactions being
effected, and brokers will be selected with this goal in view. The Advisor
monitors the performance of brokers which effect transactions for the Series
to determine the effect that the Series' 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 Series to their brokers to ascertain that they
are competitive with those charged by other brokers for similar services.
DFAL performs these services for the United Kingdom and Continental Small
Company Series and DFA Australia performs these services for the Japanese and
Pacific Rim Small Company Series. Transactions also may be placed with
brokers who provide the Advisor or sub-advisors with investment research,
such as reports concerning individual issuers, industries and general
economic and financial trends and other research services. The Investment
Management Agreements permit the Advisor knowingly to pay commissions on such
transactions which are greater than another broker might charge if the
Advisor, in good faith, determines that the commissions paid are reasonable
in relation to the research or brokerage services provided by the broker or
dealer when viewed in terms of either a particular transaction or the
Advisor's overall responsibilities to the Trust. 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 Trust. Brokerage transactions may be
placed with securities firms that are affiliated with an affiliate of the
Advisor. Commission paid on such transactions would be commensurate with the
rate of commissions paid on similar transactions to brokers that are not so
affiliated.

16(d) DIRECTED BROKERAGE. During the fiscal year ended November 30, 1998, the
Series paid commissions for securities transactions to brokers which provided
market price monitoring services, market studies and research services to the
Series as follows:

<TABLE>
<CAPTION>
VALUE OF
SECURITIES BROKERAGE
TRANSACTIONS COMMISSIONS
<S> <C> <C>
U.S. Large Cap Value $ 71,611,201 $ 65,046
U.S. 4-10 Value $ 89,593,893 $ 260,598
U.S. 6-10 Value $328,395,637 $ 983,614
U.S. 6-10 Small Company $210,827,199 $ 497,918
U.S. 9-10 Small Company $121,765,353 $ 345,522
DFA International Value $ 2,427,926 $ 15,569
Japanese Small Company $ 22,628,881 $ 150,514

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<PAGE>

Pacific Rim Small Company $ 8,995,911 $ 39,849
TOTAL: $856,246,001 $2,358,630

</TABLE>

16(e) REGULAR BROKER DEALERS. Not applicable.

ITEM 17. CAPITAL STOCK AND OTHER SECURITIES

(a) CAPITAL STOCK. All twenty Series issue shares of beneficial interest with
a par value of $.01 per share without a sales load. The shares of each
Series, when issued and paid for in accordance with this registration
statement, will be fully paid and nonassessable shares, with equal,
non-cumulative voting rights, except as described below, and no preferences
as to conversion, exchange, dividends, redemptions or any other feature.
Shareholders shall have the right to vote only (i) for removal of Trustees,
(ii) with respect to such additional matters relating to the Trust as may be
required by the applicable provisions of the Investment Company Act of 1940,
including Section 16(a) thereof, and (iii) on such other matters as the
Trustees may consider necessary or desirable. In addition, the shareholders
of each Series will be asked to vote on any proposal to change a fundamental
investment policy (i.e. a policy that may be changed only with the approval
of shareholders) of that Series. If a shareholder of The Emerging Markets,
The Emerging Markets Small Cap, The U.S. Large Company, Japanese, Pacific
Rim, United Kingdom or Continental Series redeems its entire interest in the
Series or becomes bankrupt, a majority in interest of the remaining
shareholders in such Series must vote within 120 days to approve the
continuing existence of the Series or the Series will be liquidated. All
shares of the Trust entitled to vote on a matter shall vote without
differentiation between the separate Series on a one-vote-per-share basis;
provided however, if a matter to be voted on affects only the interests of
not all Series, then only the shareholders of such affected Series shall be
entitled to vote on the matter. Investments in The Emerging Markets, The
Emerging Markets Small Cap, The U.S. Large Company, Japanese, Pacific Rim,
United Kingdom and Continental Series may not be transferred, but an investor
may withdraw all or any portion of their investment at any time at net asset
value. If liquidation of the Trust should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Series
whose shares they own, as well as a proportionate share of Trust assets not
attributable to any particular class. The Trust's by-laws provide that
meetings of shareholders shall be called for the purpose of voting upon the
question of removal of one or more Trustees upon the written request of the
holders of not less than 10% of the outstanding shares.

The Trust does not intend to hold annual meetings; it may, however, hold a
meeting for such purposes as changing fundamental investment limitations,
approving a new investment management agreement or any other matters which
are required to be acted on by shareholders under the Investment Company Act
of 1940. Shareholders may receive assistance in communicating with other
shareholders in connection with the election or removal of Trustees similar
to the provisions contained in Section 16(c) of the Investment Company Act of
1940.

17(b) OTHER SECURITIES. Not applicable.

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<PAGE>

ITEM 18. PURCHASE, REDEMPTION AND PRICING OF SHARES

The information provided in response to this item is in addition to the
information provided in response to Item 7 in Part A.

(a) AND (c) PURCHASE OF SHARES AND OFFERING PRICE. The Trust will accept
purchase and redemption orders on each day that the 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 Trust 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 Trust is closed. The TSE is closed on the following days in
1999: January 1 and 15, February 11, March 22, April 29, May 3, 4 and 5, July
20, September 15 and 23, October 11, November 3 and 23 and December 23, 30 and
31. Orders for the purchase and redemption of shares of the Japanese Series
received on those days will be priced as of the close of the NYSE on the next
day that the TSE is open for trading.

The Trust reserves the right, in its sole discretion, to suspend the offering of
shares of any or all Series or reject purchase orders when, in the judgment of
management, such suspension or rejection is in the best interest of the Trust or
a Series. Securities accepted in exchange for shares of a Series will be
acquired for investment purposes and will be considered for sale under the same
circumstances as other securities in the Portfolio.

The Trust may suspend redemption privileges or postpone the date of payment: (1)
during any period when the NYSE is closed, or trading on the Exchange is
restricted as determined by the SEC, (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Trust to dispose of securities owned by it, or
fairly to determine the value of its assets and (3) for such other periods as
the SEC may permit.

18(b) FUND REORGANIZATIONS. Not applicable.

18(d) REDEMPTION IN KIND. The Trust has filed a notice of election pursuant to
Rule 18f-1 under the Investment Company Act of 1940. However, The Tax-Managed
U.S. Marketwide Value Series, The Global Value Series, The Global Large Company
Series and The Global Small Company Series have opted out of this election. (See
Item 7(c) of Part A.)

ITEM 19. TAXATION OF THE FUND

The information provided in response to this item is in addition to the
information provided in response to Items 7(d) and (e) in Part A.

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Each Corporate Series intends to qualify each year as a regulated investment
company under Subchapter M of the Code, so that it will not be liable for
U.S. federal income taxes to the extent that its net investment income and
net realized capital gains are distributed.

If a Series of the Trust, including the Partnership Series, purchases shares
in certain foreign investment entities, called "passive foreign investment
companies" ("PFIC"), the Series (and in the case of the Partnership Series,
its investors) may be subject to U.S. federal income tax and a related
interest charge on a portion of any "excess distribution" or gain from the
disposition of such shares even if such income is distributed as a taxable
dividend by the Corporate Series to its shareholders or, in the case of the
Partnership Series, even if such income is distributed to its investors.

The Series of the Trust, including the Partnership Series, may be subject to
foreign withholding taxes on income from certain of their foreign securities.
If more than 50% in value of the total assets of a Corporate Series at the
end of its fiscal year are invested in securities of foreign corporations,
the Corporate Series may elect to pass-through to its shareholders their pro
rata share of foreign income taxes paid by the Corporate Series. If this
election is made, shareholders will be (i) required to include in their gross
income their pro rata share of foreign source income (including any foreign
taxes paid by the Corporate Series), and (ii) entitled to either deduct their
share of such foreign taxes in computing their taxable income or to claim a
credit for such taxes against their U.S. federal income tax, subject to
certain limitations under the Code.

Shareholders will be informed by the Corporate Series at the end of each
calendar year regarding the shareholder's proportionate share of taxes paid
to any foreign country or possession of the United States, and gross income
derived from sources within any foreign country or possession of the United
States.

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

For the Corporate Series with the principal investment policy of investing in
foreign equity securities and non-equity domestic investments, it is
anticipated that only a small portion of such Corporate Series' dividends
will qualify for the corporate dividends received deduction. To the extent
that such Corporate Series pay dividends which qualify for this deduction,
the availability of the deduction is subject to certain holding period and
debt financing restrictions imposed under the Code on the corporation
claiming the deduction.

Since virtually all of the net investment income from The DFA One-Year Fixed
Income and Two-Year Global Fixed Income Series is expected to arise from
earned interest, it is not expected that any of such Series' distributions
will be eligible for the dividends received deduction for corporations.

69
<PAGE>

The Trust may accept securities or local currencies in exchange for shares of
a Series. A gain or loss for U.S. federal income tax purposes may be realized
by investors in a Corporate Series who are subject to U.S. federal taxation
upon the exchange depending upon the cost of the securities or local currency
exchanged. (See "In Kind Purchases" in Item 7(b).)

Shareholders of the Corporate Series who are not U.S. persons for purposes of
U.S. federal income taxation should consult with their tax advisors regarding
the applicability of U.S. withholding and other taxes to distributions
received by them from the Corporate Series and the application of foreign tax
laws to these distributions. Series shares held by the estate of a non-U.S.
investor may also be subject to U.S. estate tax.

The Partnership Series are series of a trust organized under Delaware law.
The Partnership Series will not be subject to any U.S. federal income tax.
Instead, each investor will be required to report separately on its own U.S.
federal income tax return its distributive share (as determined in accordance
with the governing instruments of the Partnership Series) of a Partnership
Series' income, gains, losses, deductions and credits. Each investor will be
required to report its distributive share regardless of whether it has
received a corresponding distribution of cash or property from a Partnership
Series. An allocable share of a tax-exempt investor's income will be
"unrelated business taxable income" ("UBTI") only to the extent that a
Partnership Series borrows money to acquire property or invests in assets
that produce UBTI. In addition to U.S. federal income taxes, investors in the
Partnership Series may also be subject to state and local taxes on their
distributive share of a Partnership Series' income.

While the Partnership Series are not classified as "regulated investment
companies" under Subchapter M of the Code, the Partnership Series' assets,
income and distributions will be managed in such a way that an investor in
the Series will be able to satisfy the requirements of Subchapter M of the
Code, assuming that the investor invested all of its assets in a Partnership
Series for such Series' entire fiscal year.

There are certain other tax issues that will be relevant to only certain of
the investors; for instance, investors that are segregated asset accounts and
investors who contribute assets rather than cash to the Partnership Series.
It is intended that contributions of assets will not be taxable provided
certain requirements are met. Such investors are advised to consult their own
tax advisors as to the tax consequences of an investment in the Partnership
Series.

Investors in the Partnership Series who are not U.S. persons for purposes of
U.S. federal income taxation should consult with their tax advisors to
determine the applicability of U.S. withholding by a Partnership Series on
interest, dividends and any other items of fixed or determinable annual or
periodical gains, profits and income included in such investors' distributive
share of a Partnership Series' income. Non-U.S. investors may also wish to
contact their tax advisors to determine the applicability of foreign tax
laws. Series shares held by the estate of a non-U.S. investor may be subject
to U.S. estate tax.

The Tax-Managed Marketwide Value Series may time investments to minimize the
receipt of dividends. These actions could result in the Tax-Managed
Marketwide Value Series being

70
<PAGE>

unable to flow through the dividends received deduction to corporate
shareholders. This will occur if the Tax-Managed Marketwide Value Series does
not hold the stock of a domestic (U.S.) corporation for the requisite holding
period to be eligible for pass-through of the dividends received deduction.

The Advisor seeks to manage the Tax-Managed Marketwide Value Series in order
to minimize the realization of net capital gains where possible and may
minimize taxable dividend distributions during a particular year. However,
the realization of capital gains and receipt of income is not entirely within
the Advisor's control. Thus, capital gains distributions may vary
considerably from year to year. There will be no capital gains distributions
in years when the Tax-Managed Marketwide Value Series realizes net capital
losses. Furthermore, the realization of capital gains by a shareholder on the
sale of Series shares will depend on whether a shareholder's redemption price
exceeds his or her tax basis in the shares sold. If a shareholder elects to
receive capital gains distributions in cash, instead of reinvesting them in
additional shares, the capital at work in a Series will be reduced. Also,
purchases of shares in a Series shortly before the record date for a dividend
or capital gains distribution may cause of portion of the investment to be
returned to the shareholder as a taxable distribution, regardless of whether
the distribution is being reinvested or paid in cash.

ITEM 20. UNDERWRITERS. Not applicable.

ITEM 21. CALCULATION OF PERFORMANCE DATA

(a) MONEY MARKET FUNDS. Not applicable.

(b) OTHER FUNDS. Following are quotations of the annualized percentage total
returns for the one-, five-, and ten-year periods ended November 30, 1998 (as
applicable) using the standardized method of calculation required by the SEC.
For those Series in effect for less than one, five or ten years, the time
periods during which the Series have been active have been substituted for the
periods stated (which in no case extends prior to the effective date of the
registration statement relating to a particular Series).

<TABLE>
<CAPTION>
ONE FIVE TEN
YEAR YEARS YEARS
<S> <C> <C> <C>
The U.S. Large Company Series 23.60 22.91 20.90
(95 months)

The Enhanced U.S. Large Company 24.00 31.76 NA
Series (28 months)

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<PAGE>

The U.S. Large Cap Value Series 11.92 18.30 17.01
(69 months)

The U.S. 4-10 Value Series -15.54 NA NA
(9 months)

The U.S. 6-10 Value Series -9.05 14.47 15.05
(68 months)

The U.S. 6-10 Small Company Series -8.97 12.26 12.38
(69 months)

The U.S. 9-10 Small Company Series -10.81 NA NA

The DFA International Value Series 12.49 6.44 NA
(57 months)

The Japanese Small Company Series -2.53 -31.50 NA
(27 months)

The Pacific Rim Small Company -24.33 -26.61 NA
Series (27 months)

The United Kingdom Small Company -13.20 1.25 NA
Series (27 months)

The Continental Small Company Series 18.71 15.33 NA
(27 months)

The Emerging Markets Series -12.78 -3.05 NA
(55 months)

The Emerging Markets Small Cap -16.48 -19.26 NA
Series (23 months)

The DFA One-Year Fixed Income 5.90 5.64 5.44
Series (69 months)

The DFA Two-Year Global Fixed 6.48 6.74 NA
Income Series (33 months)

</TABLE>

The Global Value Series, The Global Large Company Series and The Global Small
Company Series had not commenced operations as of November 30, 1998.

72
<PAGE>

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 SEC formula:

P(1 + T) to the power of n = ERV

where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the one-, five-, and ten-year periods at the end of the one-,
five-, and ten-year periods (or fractional portion thereof).

ITEM 22. FINANCIAL STATEMENTS.

(a)-(c) The audited financial statements and financial highlights of the Trust
for its fiscal year ended November 30, 1998 as set forth in the Trust's annual
report to shareholders, including the report of PricewaterhouseCoopers LLP,
independent accountants, are incorporated herein by reference. The audited
annual report does not contain any data regarding The Tax-Managed U.S.
Marketwide Value Series, The Global Value Series, The Global Large Company
Series and The Global Small Company Series because they had not commenced
operations as of November 30, 1998.

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<PAGE>

THE DFA INVESTMENT TRUST COMPANY
(THE "REGISTRANT")

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS:

(a) CHARTER, AS NOW IN EFFECT.
(1) Agreement and Declaration of Trust.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: December 1, 1995.

(2) Certificate of Trust dated September 11, 1992.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(3) Certificate of Amendment to Certificate
of Trust dated January 15, 1993.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(b) Existing bylaws or instruments corresponding thereto.
(1) By-Laws.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

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<PAGE>

(c) Instruments defining the rights of holders of the
securities being registered including where applicable, the
relevant portion of the articles or
incorporation or bylaws of the Registrant.
Not applicable.

(d) Investment advisory contracts relating to the management
of the assets of the Registrant.

(1) Investment Management Agreement dated January
6, 1993 between the Registrant and Dimensional Fund
Advisors Inc. ("DFA") on behalf of The U.S. 6-10 Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(2) Investment Management Agreement between the
Registrant and DFA on behalf of The U.S.
Large Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 5 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: December 1, 1995.

(3) Investment Management Agreement dated
January 6, 1993 between the Registrant and
DFA on behalf of The DFA One-Year Fixed
Income Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(4) Investment Management Agreement dated January 6, 1993
between the Registrant and DFA on behalf of The U.S. Large
Cap Value Series (formerly The U.S. Large Cap High Book to
Market Series).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment

76
<PAGE>

No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(5) Investment Management Agreement dated
January 6, 1993 between the Registrant and
DFA on behalf of The U.S. 6-10 Value Series
(formerly The U.S. Small Cap High Book to Market Series).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(6) Investment Management Agreement dated
December 1, 1993 between the Registrant and
DFA on behalf of The DFA International Value
Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(7) Investment Management Agreement dated
October 18, 1996 between the Registrant and
DFA on behalf of The Emerging Markets
Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(8) Investment Management Agreement dated February 8, 1996
between the Registrant and DFA on behalf of The Enhanced
U.S. Large Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 6 to the Registrant's

77
<PAGE>

Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: February 7, 1996.

(9) Investment Management Agreement dated February 8, 1996
between the Registrant and DFA on behalf of The DFA
Two-Year Global Fixed Income Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 6 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: February 7, 1996.

(10) Investment Management Agreement dated February 8, 1996
between the Registrant and DFA on behalf of The DFA
Two-Year Corporate Fixed Income Series.

INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 6 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: February 7, 1996.

(11) Investment Management Agreement dated February 8, 1996
between the Registrant and DFA on behalf of The DFA
Two-Year Government Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 6 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: February 7, 1996.

(12) Investment Management Agreement dated August 7, 1996 between
the Registrant and DFA on behalf of The Japanese Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on

78
<PAGE>

Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(13) Investment Management Agreement dated August 7, 1996 between
the Registrant and DFA on behalf of The United Kingdom Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(14) Investment Management Agreement dated August 7, 1996 between
the Registrant and DFA on behalf of The Pacific Rim Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(15) Investment Management Agreement dated August 7, 1996 between
the Registrant and DFA on behalf of The Continental Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(16) Investment Management Agreement dated October 18, 1996
between the Registrant and DFA on behalf of The
Emerging Markets Small Cap Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 9 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: February 24, 1997.

79
<PAGE>

(17) Investment Management Agreement dated November 28, 1996
between the Registrant and DFA on behalf of The U.S. 9-10
Small Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 12 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: November 28, 1997.

(18) Investment Management Agreement dated November 28, 1996
between the Registrant and DFA on behalf of The U.S. 4-10
Value Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 12 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: November 28, 1997.

(19) Form of Investment Management Agreement dated December 7,
1998 between the Registrant and DFA on behalf of the Tax-
Managed U.S. Marketwide Value Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 16 to the Registrant's
Registration Statement on
Form N-1A.
File No: 811-07436.
Filing Date: December 7, 1998.

(20) Sub-Advisory Agreement among the Registrant, DFA and
Australia Pty Ltd. ("DFA-Australia") dated August 7, 1996
on behalf of The Japanese Small Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

80
<PAGE>

(21) Sub-Advisory Agreement among the Registrant, DFA and
Dimensional Fund Advisors Ltd. ("DFAL") dated August 7, 1996
on behalf of The United Kingdom Small Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(22) Sub-Advisory Agreement among the Registrant,
DFA and DFA-Australia dated August 7, 1996
on behalf of The Pacific Rim Small Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(23) Sub-Advisory Agreement among the Registrant, DFA and DFAL
dated August 7, 1996 on behalf of The Continental Small
Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 7 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: August 7, 1996.

(24) Consultant Services Agreement between
Dimensional Fund Advisors Inc. and
Dimensional Fund Advisors Ltd. on behalf of:
THE DFA INVESTMENT TRUST COMPANY
* DFA International Value Series
* Emerging Markets Small Cap Series
* Emerging Markets Series
* Tax-Managed U.S. Marketwide Value Series

DFA INVESTMENT DIMENSIONS GROUP INC.

* DFA International Small Cap Value Portfolio

81
<PAGE>

* VA International Value Portfolio
* Large Cap International Portfolio
* Tax-Managed DFA International Value
Portfolio; and

DIMENSIONAL EMERGING MARKETS FUND, INC.
INCORPORATED HEREIN BY REFERENCE TO:

Filing: Post-Effective Amendment No. 16 to
the Registrant's Registration Statement on
Form N-1A.
File No: 811-07436.
Filing Date: December 7, 1998.

(25) Consultant Services Agreement between
Dimensional Fund Advisors Inc. and
DFA Australia Ltd. on behalf of:
THE DFA INVESTMENT TRUST COMPANY
* DFA International Value Series
* Emerging Markets Small Cap Series
* Emerging Markets Series
* Tax-Managed U.S. Marketwide Value Series

DFA INVESTMENT DIMENSIONS GROUP INC.

* DFA International Small Cap Value Portfolio
* VA International Value Portfolio
* Large Cap International Portfolio
* Tax-Managed DFA International Value Portfolio; and

DIMENSIONAL EMERGING MARKETS FUND, INC.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 16 to the Registrant's
Registration Statement on
Form N-1A.
File No: 811-07436.
Filing Date: December 7, 1998.

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<PAGE>

(e) Underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or
copies of all agreements between principal underwriters
and dealers.
Agreement dated January 6, 1993 between the
Registrant and DFA Securities Inc.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(f) Bonus, profit sharing, pension or similar contracts or
arrangements wholly or partly for the benefit of directors
or officers of the Registrant in their official capacity;
Describe in detail any such plan not included in a formal
document.
Not applicable.

(g) Custodian agreements and depository contracts under
Section 17(f) of the Investment Company Act of 1940, as
amended [15 U.S.C. 80a 17(f)] concerning the Registrant's
securities and similar investments including
the schedule of remuneration.
(1) Custodian Agreement between the Registrant and PNC
Bank, N.A. (formerly Provident National Bank N.A.).
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(2) Custodian Agreement dated December 1, 1993
between Registrant and Boston Safe Deposit and Trust
Company.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(3) Addenda to the Custodian Agreement.
(a) Addendum Number 1 dated December 8,
1998 between

83
<PAGE>

PNC and the Registrant
on behalf of each series of the
Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on Form
N-1A.
File No.: 811-07436.
Filing Date: March 24, 1999.

(b) Addendum Number 2 dated May 28, 1999
between PNC and the Registrant on
behalf of each series of the
Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 18 to the
Registrant's Registration Statement on Form
N-1A.
File No.: 811-07436.
Filing Date: May 28, 1999.

(4) Global Custody Agreement dated January 18, 1994
between the Registrant and The Chase Manhattan Bank,
N.A. on behalf of The Emerging Markets Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(5) Custodial Services Agreement dated January 13, 1998
between the Registrant and Citibank, N.A.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.
(i) Manual Transmission Authorization.
(ii) Manual Transmission Procedures.

(h) Other material contracts not made in the ordinary
course of business to be performed in whole or in
part on or after the filing date of the Registration
Statement.

84
<PAGE>

(1) Transfer Agency Agreement dated January 15, 1993
between the Registrant and PFPC Inc. (formerly known
as Provident Financial Processing Corporation.)
("PFPC").
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(i) Appendix A: Authorized Persons to Give Oral
and Written Instructions
(ii) Schedule A: Listing of Statistical Reports

(2) Amendments to the Transfer Agency Agreement.
(a) Amendment Number 1 dated December 1, 1993
between the Registrant and PFPC on behalf of
The International Value Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 14 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(3) Addenda to the Transfer Agency Agreement.
(a) Addendum Number 1 dated December 8, 1998 between
PFPC and the Registrant on behalf of each series
of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 24, 1999.

(b) Addendum Number 2 dated May 28, 1999
between PFPC and the Registrant on
behalf of each series of the
Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 18 to the
Registrant's Registration Statement on
Form N-1A.

85
<PAGE>

File No.: 811-07436.
Filing Date: May 28, 1999.

(4) Administration and Accounting Services Agreement
dated January 15, 1993 between the Registrant and
PFPC.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 14
to the Registrant's Registration Statement
on Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(5) Amendments to the Administration and Accounting
Services Agreement.
(a) Amendment Number 1 dated December 1, 1993
between PFPC and the Registrant on behalf of
The DFA International Value Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 14 to
the Registrant's Registration Statement
on Form N-1A.
File No.: 811-07436.
Filing Date: March 3, 1998.

(6) Addenda to the Administration and Accounting
Services Agreement.
(a) Addendum Number 1 dated December 8, 1998 between
PFPC and the Registrant on behalf of each series
of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: March 24, 1999.

(b) Addendum Number 2 dated May 28, 1999 between
PFPC and the Registrant on behalf of each series
of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment

86
<PAGE>

No. 18 to the Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: May 28, 1999.

(7) Administration Agreement dated May 28, 1999
between DFA and the Registrant on behalf of
The Global Value Series, The Global Large
Company Series and The Global Small Company Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 18 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: May 28, 1999.

(i) An opinion and consent of counsel regarding the legality
of the securities being registered, stating whether the
securities will, when sold, be legally issued, fully paid
and non-assessable.
Not applicable.

(j) Any other opinions, appraisals or rulings and related
consents relied on in preparing this Registration
Statement and required by Section 7 of the 1933 Act
[15 U.S.C. 77g]. Consent of PricewaterhouseCoopers LLP
is electronically filed herewith as Exhibit EX-99.B11.

(k) All Financial statements omitted from Item 23.
Not applicable.

(l) Any agreements or understandings made in consideration for
providing the initial capital between or among
the Registrant, the underwriter, adviser, promoter or
initial stockholders and written assurances from promoters
or initial stockholders that purchases were made for
investment purposes and not with the intention of
redeeming or reselling.
Not applicable.

(m) Any plan entered into by Registrant under Rule 12b-1,
and any agreements with any person relating to the
Plan's implementation.

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Not applicable.

(n) Any plan entered into by Registrant pursuant to Rule
18f-3, any agreement with any person relating to the
plan's implementation, and any amendment to the plan or
agreement.
Not Applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
If an investor beneficially owns more than 25% of
the outstanding voting securities of a feeder fund that
invests all of its investable assets in a Series of the Trust,
then the feeder fund and its corresponding Series may be
deemed to be under the common control of such investor.
Accordingly, certain feeder portfolios of DFA Investment
Dimensions Group ("DFA IDG") and Dimensional Investment Group
("DIG"), both Maryland corporations and registered investment
companies, may be deemed to be under common control with their
corresponding Series of the Trust. As of April 30, 1999, the
following persons beneficially owned more than 25% of the
outstanding voting securities of the feeder portfolios
investing in the Trust:

DFA IDG
JAPANESE SMALL COMPANY PORTFOLIO
BellSouth Corporation 1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 65.57%

UNITED KINGDOM SMALL COMPANY PORTFOLIO
BellSouth Corporation 1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 59.73%

CONTINENTAL SMALL COMPANY PORTFOLIO
BellSouth Corporation 1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 58.59%

PACIFIC RIM SMALL COMPANY PORTFOLIO
BellSouth Corporation 1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 66.32%

U.S. 4-10 VALUE PORTFOLIO
Dimensional Fund Advisors Inc.
(see above address) 100%

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DIG
6-10 INSTITUTIONAL PORTFOLIO
BAYCARE Health System
323 Jefford Street
Clearwater, FL 34617 48.24%

U.S. 6-10 VALUE PORTFOLIO II
BellSouth Corporation 401(k)
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 100%

U.S. LARGE CAP VALUE PORTFOLIO II
BellSouth Corporation 401(k)
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 100%

EMERGING MARKETS PORTFOLIO II
Citibank Savings Incentive Plan
153 E. 53rd Street
New York, NY 10043 100%

DFA INTERNATIONAL VALUE PORTFOLIO IV
Citibank Savings Incentive Plan
153 E. 53rd Street
New York, NY 10043 100%

ITEM 25. INDEMNIFICATION.

Reference is made to Article VII of the Registrant's Agreement
and Declaration of Trust and to Article X of the Registrant's
By-Laws, which are incorporated herein by reference.

Pursuant to Rule 484 under the Securities Act of 1933, as
amended, the Registrant furnishes the following undertaking:
"Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to
trustees, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
trustee, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being

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registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue."

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Dimensional Fund Advisors Inc., the investment manager for the
Registrant, is also the investment manager for three other
registered open-end investment companies, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Dimensional Investment Group Inc. The Advisor also
serves as sub-advisor for certain other registered investment
companies. For additional information, please see "Management
of the Trust" in PART A and "Management of the Registrant" in
PART B of this Registration Statement. Additional information
as to the Advisor and the directors and officers of the
Advisor is included in the Advisor's Form ADV filed with the
Commission (File No. 801-16283), which is incorporated herein
by reference and sets forth the officers and directors of the
Advisor and information as to any business, profession,
vocation or employment of a substantial nature engaged in by
those officers and directors during the past two years.

ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Not applicable.

(b) Registrant distributes its own shares. It has entered
into an agreement with DFA Securities Inc. which
provides that DFA Securities Inc., 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401, will supervise
the sale of Registrant's shares.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant will be located at
the office of the Registrant and at additional locations, as
follows:

NAME ADDRESS
The DFA Investment Trust Company 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

PFPC Inc. 400 Bellevue Parkway
Wilmington, DE 19809

The Chase Manhattan Bank 4 Chase MetroTech Center
Brooklyn, NY 11245

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ITEM 29. MANAGEMENT SERVICES.
There are no management-related service contracts not
discussed in Part A or Part B.

ITEM 30. UNDERTAKINGS.

(a) Not applicable

(b) Not applicable

(c) The Registrant undertakes to furnish each person to
whom this Post-Effective Amendment is delivered a
copy of its latest annual report to shareholders,
upon request and without charge.

(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon
the question of removal of any trustee or trustees when
requested in writing to do so by the record holders of
not less than 10 per centum of the Registrant's
outstanding shares and to assist its shareholders in
accordance with the requirements of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder
communications.

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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 19 to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica, the State of California,
as of the 14th day of June, 1999.

THE DFA INVESTMENT TRUST COMPANY
(REGISTRANT)

BY: /s/ Catherine L. Newell
-------------------------------
CATHERINE L. NEWELL
VICE PRESIDENT
(NAME AND TITLE)

<PAGE>

EXHIBIT INDEX

N-1A EDGAR
EXHIBIT NO. EXHIBIT NO. DESCRIPTION
<S> <C> <C>

23(j) EX-99.b11 Consent of PriceWaterhouseCoopers LLP

</TABLE>

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CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 19 (File No. 811-7436) under the Investment Company Act of 1940 to the
Registration Statement on Form N-1A of The DFA Investment Trust Company of
our report for The U.S. Large Company Series, The Enhanced U.S. Large Company
Series, The U.S. Large Cap Value Series, The U.S. 4-10 Value Series, The U.S.
6-10 Value Series, The U.S. 6-10 Small Company Series. The U.S. 9-10 Small
Company Series, The DFA International Value Series, The Japanese Small
Company Series, The Pacific Rim Small Company Series, The United Kingdom
Small Company Series, The Continental Small Company Series, The Emerging
Markets Series, The Emerging Markets Small Cap Series, The DFA One-Year Fixed
Income Series, and The DFA Two-Year Global Fixed Income Series (collectively,
the "Portfolios"), dated January 15, 1999 on our audits of the financial
statements and financial highlights of the Portfolios of The DFA Investment
Trust Company as of November 30, 1998 and for the respective periods then
ended, which report is included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Investment
Advisory and Other Services" and "Financial Statements" in the Statement of
Additional Information.

PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, PA
June 14, 1999