DFA INVESTMENT TRUST CO, POS AMI, 2000-08-31

DFA INVESTMENT TRUST CO
POS AMI, 2000-08-31

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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. 23 (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)

Catherine L. Newell, 1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)

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

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 LD U.S. LARGE COMPANY SERIES
THE HD U.S. LARGE COMPANY SERIES
THE LD U.S. MARKETWIDE VALUE SERIES
THE HD 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

AUGUST 31, 2000

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-four 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.

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

Ordinarily, portfolio securities will not be sold except to reflect additions
or deletions of the stocks that comprise the S&P 500-REGISTERED TRADEMARK-
Index, including mergers, reorganizations and similar transactions and, to
the extent necessary, to provide cash to pay redemptions of the 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-REGISTERED TRADEMARK- Index. The Series may invest in all of the stocks
represented in the S&P 500-REGISTERED TRADEMARK- Index, options on stock
indices, stock index futures, options on stock index futures, swap agreements
on stock indices and, 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-REGISTERED TRADEMARK- Index is comprised of a broad and
diverse group of stocks most of which are traded on the NYSE. Generally,
these are the U.S. stocks with the largest market capitalizations and, as a
group, they represent approximately 70% of the total market capitalization of
all publicly traded U.S. stocks.

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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-REGISTERED TRADEMARK-
Index (such instruments whether or not based on the S&P 500-REGISTERED
TRADEMARK- Index hereinafter collectively referred to as "Index
Derivatives"). The 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-REGISTERED TRADEMARK- stocks or 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-REGISTERED TRADEMARK- Index stocks, Index Derivatives and Fixed
Income Investments may vary from time to time, within the discretion of the
Advisor and according to restraints imposed by the 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-REGISTERED TRADEMARK- 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-REGISTERED
TRADEMARK-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-REGISTERED TRADEMARK-
Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the Large Company Series or in the
issuance or sale of shares of the Large Company Series or in the

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

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
Series"), The U.S. 4-10 Value Series (the "4-10 Value Series") and The 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 U.S. Value 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 Structure," will be considered eligible for investment.

The Large Cap Value Series will purchase common stocks of companies whose market
capitalizations equal or exceed that of the company having the median market
capitalization of companies whose shares are listed on the NYSE. The 6-10 Value
Series will purchase common stocks of companies whose market capitalizations are
smaller than that of the company having the median market capitalization of
companies whose shares are listed on the NYSE. The Tax-Managed 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

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10th deciles, the 4-10 Value Series may limit purchases of such common stocks to
those times when it is advantageous to do so.

THE TAX-MANAGED SERIES. Except as described under "Portfolio Structure," the
Tax-Managed Series intends to invest in a large portion of the universe of
companies whose shares are eligible for investment. The investment portfolio of
the Tax-Managed Series generally will be structured on a market capitalization
basis. Ordinarily, the amount of each security is purchased based on the
issuer's relative market capitalization. However, the Tax-Managed Series should
not be expected to adhere to its market capitalization weighting to the same
extent as a non-tax-managed Series.

The Tax-Managed Series seeks to minimize the impact of federal taxes on
investment returns by managing its portfolio in a manner that will defer the
realization of net capital gains where possible and may minimize dividend
income.

When selling securities, the Tax-Managed Series, typically, will select the
highest cost shares of the specific security in order to minimize the
realization of capital gains. In certain cases, the highest cost shares may
produce a short-term capital gain. Since short-term capital gains generally are
taxed at higher tax rates than long-term capital gains, the highest cost shares
with a long-term holding period may be disposed of instead. The Tax-Managed
Series, when possible, will refrain from disposing of a security until the
long-term holding period for capital gains for tax purposes has been satisfied.
Additionally, the Tax-Managed Series, when consistent with all other tax
management policies, may sell securities in order to realize capital losses.
Realized capital losses can be used to offset realized capital gains, thus
reducing capital gains distributions.

In addition to selling practices used among all Series managed by the Advisor,
securities may be sold by the Tax-Managed Series to another Series when
consistent with the investment objectives of both Series. Such sales would be
made to realize losses on securities which would be used to offset gains on
other securities realized by the selling Series. Such transactions are intended
to benefit both Series that are parties to the transaction. The selling Series
will recognize a loss which it can use to offset realized gains, while the
purchasing Series will acquire an eligible portfolio security, at a current
market price, but without payment of brokerage commissions.

The Advisor believes this strategy can be both tax and cost efficient. However,
applicable federal income tax law may disallow losses incurred on the sale of
securities by one Series to another Series if the purchasing and selling Series
are considered related persons by reason of overlapping ownership. In
determining whether the Series are related persons, the shareholders of an
investment company which invests in the Tax-Managed Series (each a "Tax-Managed
Feeder Portfolio") may be considered to own the corresponding shares of the
Tax-Managed Series. (See Item 19 of Part B.) The Advisor intends to control the
composition of investors in each Tax-Managed Feeder Portfolio in several ways.
First, as with all portfolios that the Advisor manages, the Advisor retains the
right, in its discretion, to reject any initial or additional investment for any
reason and to suspend the offering of shares of any portfolio. Second, the
Advisor intends to offer the shares of each Tax-Managed Feeder Portfolio to
relatively few

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institutional investors and anticipates that shares will be offered primarily to
individual investors, thereby creating a substantial number of shareholders in
each Tax-Managed Feeder Portfolio. Finally, the Advisor intends to monitor
closely all purchases of shares of each Tax-Managed Feeder Portfolio in order to
increase the probability that this loss disallowance rule will not apply by
reason of overlapping ownership.

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

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

Although the Advisor intends to manage the Tax-Managed Series in a manner to
minimize the realization of capital gains and taxable dividend income each year,
the Tax-Managed Series may nonetheless distribute taxable gains and dividends to
shareholders. Of course, realization of capital gains is not entirely within the
Advisor's control. Capital gains distributions may vary considerably from year
to year; there will be no capital gains distributions in years when the
Tax-Managed Series realizes a net capital loss. Furthermore, redeeming
shareholders will be required to pay taxes on their capital gains, if any, on a
redemption of the Series' shares, whether paid in cash or in kind, if the amount
received on redemption is greater than the amount of the shareholder's tax basis
in the shares redeemed.

PORTFOLIO STRUCTURE. The U.S. Value 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 and short-term repurchase
agreements. The U.S. Value Series will purchase securities that are listed on
the principal U.S. national securities exchanges and traded in the
over-the-counter market ("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 (except as described above in "The Tax-Managed Series"). 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 securities
inappropriate.

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Deviation from strict market capitalization weighting also will occur in the
U.S. Value Series because they intend to purchase round lots only and, with
respect to the 4-10 Value Series and the Tax-Managed 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 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 U.S. Value 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 Structure," investments generally will be made in most of the
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 the Tax-Managed
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, including securities that are
eligible for purchase, may be sold at any time when, in the Advisor's judgment,
circumstances warrant their sale.

In addition, the Large Cap Value Series and the Tax-Managed 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 of those Series anticipates
generally to retain securities of issuers with relatively smaller market
capitalizations for longer periods, despite any decrease in the issuer's book to
market ratio.

INVESTMENT OBJECTIVES AND POLICIES - DIVIDEND-MANAGED SERIES

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The investment objective of The LD U.S. Marketwide Value Series and The LD
U.S. Large Company Series (together, the "LD Series") is to achieve long-term
capital appreciation while minimizing income dividends and controlling the
recognition of capital gains. The investment objective of The HD U.S.
Marketwide Value Series and The HD U.S. Large Company Series (together, the
"HD Series") is to achieve long-term capital appreciation while maximizing
dividend income. (The LD U.S. Marketwide Value Series and The HD U.S.
Marketwide Value Series are collectively the "Dividend-Managed Value Series."
The LD U.S. Large Company Series and The HD U.S. Large Company Series are
collectively the "Dividend-Managed Large Company Series." The
Dividend-Managed Value Series and the Dividend-Managed Large Company Series
are individually a "Dividend-Managed Series" and together, the
"Dividend-Managed Series.")

PORTFOLIO CONSTRUCTION. To be considered eligible for purchase by a
Dividend-Managed Series, an investment generally must be the common stock of a
company whose market capitalization falls within the range of such Series'
investment strategy. Each Dividend-Managed Value Series will consider eligible
for purchase common stocks of companies whose market capitalizations fall within
the range of market capitalizations of companies in the 1st through 8th deciles
of companies listed on the NYSE. Each Dividend-Managed Large Company Series will
consider eligible for purchase the common stocks of companies whose market
capitalizations fall within the range of market capitalizations of companies in
the 1st through 5th deciles of companies listed on the NYSE. Each Dividend-
Managed Series will purchase securities that are listed on the principal U.S.
national securities exchanges, quoted on NASDAQ and/or traded OTC.

Each LD Series will minimize income dividend distributions by selecting
non-dividend and lower-dividend yielding securities from the universe of
eligible securities and by following a strategy that tries to minimize the
recognition of capital gains.

The HD Series will maximize dividend income by selecting relatively
high-dividend yielding securities from their respective universes of eligible
securities. Because each HD Series generally will focus on stocks which pay high
dividends, it is likely that, from time to time, each HD Series will have a
significant portion of its assets in one or more sectors or industries. In
focusing on particular sectors or industries, an HD Series carries greater risk
of adverse developments in a sector or industry than a Series that always
invests in a wide variety of sectors.

In addition, each Dividend-Managed Value Series will ordinarily invest at least
80% of its assets in a broad and diverse group of readily marketable common
stocks of U.S. companies that the Advisor believes to be "value" stocks and that
are within the market deciles at the time of purchase. Securities are considered
value stocks primarily because the shares have a high book value in relation to
their current market price (a "book to market ratio"). Generally, a company's
shares will be considered to have a high book to market ratio if the ratio
equals or exceeds the ratios of any of the 30% of companies, with the highest
positive book to market ratios, whose shares are listed on the NYSE. In
measuring value, however, the Advisor may consider additional factors, such as a
company's cash flow, economic conditions and developments in the company's
industry.

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PORTFOLIO TRANSACTIONS. Each Dividend-Managed Series may, but is not obligated
to, 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. Each Dividend-Managed Value
Series also may, but is not obligated to, sell a portfolio security when its
book to market ratio falls substantially below that of the security with the
lowest such book to market ratio that is then eligible for purchase.
Additionally, each Dividend-Managed Series, when consistent with other tax
management policies, may sell securities in order to realize capital losses.

DIVIDEND AND TAX MANAGEMENT STRATEGIES: THE LD SERIES. The LD Series seek to
minimize the impact of federal taxes on investment returns by selecting
non-dividend and low-dividend yielding securities from the universe of
eligible securities and by managing their portfolios in a manner that will defer
the realization of net capital gains where possible. Portfolio investments will
be managed to select non-dividend yielding and low-dividend yielding securities.
The timing of purchases and sales of securities may be managed to minimize the
receipt of dividends when possible. With respect to dividends that are received,
the Dividend-Managed Series may not be eligible to flow through the dividends
received deduction attributable to their holdings of U.S. equity securities to
corporate shareholders, if, because of certain timing rules, hedging activities,
or debt financing activities, the requisite holding period of the
dividend-paying stock is not met or the dividends-received deduction is
otherwise reduced.

When selling securities, a Dividend-Managed Series typically will select the
highest cost shares of the specific security in order to minimize the
realization of capital gains. In certain cases, the highest cost shares may
produce a short-term capital gain. Since short-term capital gains generally are
taxed at higher tax rates than long-term capital gains, the highest cost shares
with a long-term holding period may be disposed of instead. Each
Dividend-Managed Series, when possible, will refrain from disposing of a
security until the long-term holding period for capital gains for tax purposes
has been satisfied. Additionally, each Dividend-Managed Series, when consistent
with all other tax management policies, may sell securities in order to realize
capital losses. Realized capital losses can be used to offset realized capital
gains, thus reducing capital gains distributions.

In addition to the selling practices used among all Series managed by the
Advisor, securities may be sold by a Dividend-Managed Series to another Series
when consistent with the investment objectives of both Series. For example, The
LD U.S. Marketwide Value Series may sell to and buy securities from the
Tax-Managed Series (and vice versa). Such sales would be made to realize losses
on securities which would be used to offset gains on other securities realized
by the selling Dividend-Managed Series. Such transactions are intended to
benefit both Series that are parties to the transaction. The selling Series will
recognize a loss which it can use to offset realized gains, while the purchasing
Series will acquire an eligible portfolio security, at a current market price,
but without payment of brokerage commissions.

The Advisor believes this strategy can be both tax and cost efficient. However,
applicable federal income tax law may disallow losses incurred on the sale of
securities by one Series to

<PAGE>

another Series if the purchasing and selling Series are considered related
persons by reason of overlapping ownership. In determining whether the Series
are related persons, the shareholders of an investment company which invests in
a Dividend-Managed Series (each a "Dividend-Managed Feeder Portfolio") may be
considered to own the corresponding shares of the Dividend-Managed Series. (See
Item 19 of Part B.) The Advisor intends to control the composition of investors
in each Dividend-Managed Portfolio in several ways. First, as with all
portfolios that the Advisor manages, the Advisor retains the right, in its
discretion, to reject any initial or additional investment for any reason and to
suspend the offering of shares of any portfolio. Second, the Advisor intends to
offer the shares of each Dividend-Managed Feeder Portfolio to relatively few
institutional investors and anticipates that shares will be offered primarily to
individual investors, thereby creating a substantial number of shareholders in
each Dividend-Managed Feeder Portfolio. Finally, the Advisor intends to monitor
closely all purchases of shares of each Dividend-Managed Feeder Portfolio in
order to increase the probability that this loss disallowance rule will not
apply by reason of overlapping ownership.

Although the Advisor intends to manage each LD Series in a manner to minimize
taxable dividend income each year, the LD Series may nonetheless distribute
dividends and taxable gains to shareholders. Realization of capital gains is not
entirely within the Advisor's control. Capital gains distributions may vary
considerably from year to year; there will be no capital gains distributions in
years when a Dividend-Managed Series realizes a net capital loss. Furthermore,
the redeeming shareholders will be required to pay taxes on their capital gains,
if any, on a redemption of a Dividend-Managed Feeder Portfolio's shares, whether
paid in cash or in kind, if the amount received on redemption is greater than
the amount of the shareholder's tax basis in the shares redeemed.

DIVIDEND AND TAX MANAGEMENT STRATEGIES: THE HD SERIES. The HD Series select
high-dividend yielding securities from their respective universe of eligible
securities. The timing of purchases and sales of securities may be managed to
increase the receipt of dividends when possible.

SECURITIES TRANSACTIONS AND DEVIATIONS FROM MARKET CAPITALIZATION WEIGHTINGS.
Securities will generally be eligible for purchase on a market capitalization
weighted basis. Securities will not be purchased or sold based on the prospects
for the economy, the securities markets or the individual issuers whose shares
are eligible for purchase. Securities which have depreciated in value since
their acquisition will not be sold solely because prospects for the issuer are
not considered attractive or due to an expected or realized decline in
securities prices in general. Securities will not be sold to realize short-term
profits, but when circumstances warrant, they may be sold without regard to the
length of time held. Securities, including those eligible for purchase, may be
disposed of, however, at any time when, in the Advisor's judgment, circumstances
warrant their sale, including but not limited to tender offers, mergers and
similar transactions, or bids made for block purchases at opportune prices.
Generally, securities will be purchased with the expectation that they will be
held for longer than one year and will be held until such time as they are no
longer considered an appropriate holding in light of the investment policy of
each Dividend-Managed Series.

The portfolio structure of each Dividend-Managed Series involves market
capitalization

<PAGE>

weighting. Because of the dividend management and tax management strategies
followed by the Dividend-Managed Series, their securities holdings will
deviate from their market capitalization weightings to a greater extent than
non dividend-managed Series managed by the Advisor. For example, the Advisor may
exclude the stock of a company that meets applicable market capitalization
criteria in order to avoid dividend income, and may sell stock of a company that
meets applicable market capitalization criteria in order to realize a capital
loss. Also, each Dividend-Managed Series may dispose of securities whenever the
Advisor determines that disposition is consistent with its dividend management
strategies or is otherwise in the best interest of the Dividend-Managed Series.
Deviation from strict market capitalization weighting may occur for several
other reasons.

The Advisor may exclude the stock of a company that meets applicable market
capitalization criterion if the Advisor determines in its best judgment that the
purchase of such stock is inappropriate given other conditions. Deviation also
will occur because the Advisor intends to purchase in round lots only.
Furthermore, the Advisor may reduce the relative amount of any security held
from the level of strict adherence to market capitalization weighting in order
to retain sufficient portfolio liquidity. A portion, but generally not in excess
of 20% of assets, may be invested in interest bearing obligations, such as money
market instruments, thereby causing further deviation from strict market
capitalization weighting. A further deviation may occur due to investments in
privately placed convertible debentures.

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

Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase take place with
every trade when the securities markets are open for trading, due primarily to
price fluctuations of such securities. On at least a semi-annual basis, the
Advisor will prepare lists of companies whose stock is eligible for investment
by each Dividend-Managed Series. Additional investments generally will not be
made in securities which have changed in value sufficiently to be excluded from
the Advisor's then current market capitalization requirement for eligible
portfolio securities. This may result in further deviation from strict market
capitalization weighting. Such deviation could be substantial if a significant
amount of a Dividend-Managed Series' holdings change in value sufficiently to be
excluded from the requirement for eligible securities, but not by a sufficient
amount to warrant their sale.

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-

<PAGE>

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 NYSE. The
Series will purchase common stocks of companies whose shares are listed on the
NYSE, the American Stock Exchange ("AMEX") and traded OTC. The 6-10 Series may
invest in securities of foreign issuers which are traded in the U.S. securities
markets, but such investments may not exceed 5% of the gross assets of the
Series. Generally, it is the intention of the U.S. 6-10 Series to acquire a
portion of the common stock of 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.

<PAGE>

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. Generally, it is the
intention of the U.S. 9-10 Series to acquire a portion of the stock of eligible
NYSE, AMEX and OTC company on a market capitalization weighted basis. (See
"INVESTMENT OBJECTIVES AND POLICIES - SMALL COMPANY SERIES - Portfolio
Structure.") 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 companies. (See "INVESTMENT OBJECTIVES AND POLICIES - SMALL
COMPANY SERIES - Portfolio Structure.")

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 London Stock
Exchange ("LSE"). 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 LSE 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 LSE, which is similar to the S&P
500-REGISTERED TRADEMARK- Index, and is used by investment professionals in
the United Kingdom for the same purposes as investment professionals in the
U.S. use the S&P 500-REGISTERED TRADEMARK-Index. While the FTA typically will
be used by the United Kingdom Series to determine the maximum market
capitalization of any company whose stock the Series will purchase,
acquisitions by the United Kingdom Series will not be limited to stocks which
are included in the FTA. The United Kingdom Series will not, however, purchase

<PAGE>

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 Structure.")

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 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
Austria, 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 Structure.")

<PAGE>

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
discontinued further investment in Malaysian securities and began divesting
itself of such securities 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.

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 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 STRUCTURE

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.

<PAGE>

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 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

<PAGE>

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 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 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

<PAGE>

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, 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.

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.
<PAGE>

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 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

<PAGE>

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-REGISTERED TRADEMARK- 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.

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 STRUCTURE. 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
U.S. 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 Small Company Series
Japanese Small Company Series
Continental Small Company Series

<PAGE>

United Kingdom Small Company Series
Pacific Rim Small Company 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 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

<PAGE>

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 listed or traded in the form of International Depository
Receipts ("IDRs") or American Depository Receipts ("ADRs").

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

<PAGE>

Markets equity securities in the form of depositary shares. Securities of
Approved Markets may include securities of companies that have characteristics
and business relationships common to companies in other countries. As a result,
the value of the securities of such companies may reflect economic and market
forces in such other countries as well as in the Approved Markets. The Advisor,
however, will select only those companies which, in its view, have sufficiently
strong exposure to economic and market forces in Approved Markets such that
their value will tend to reflect developments in Approved Markets to a greater
extent than developments in other regions. For example, the Advisor may invest
in companies organized and located in the United States or other countries
outside of Approved Markets, including companies having their entire production
facilities outside of Approved Markets, when such companies meet the definition
of Approved Markets securities so long as the Advisor believes at the time of
investment that the value of the company's securities will reflect principally
conditions in Approved Markets.

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, Korea, Malaysia, Mexico, Philippines, Poland, Republic of
China (Taiwan), Thailand and Turkey. Countries that may be approved in the
future include but are not limited to Colombia, Czech Republic, India, Jordan,
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 not 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

<PAGE>

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

PORTFOLIO STRUCTURE. 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(R) 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

<PAGE>

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

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

<PAGE>

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.)

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

<PAGE>

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 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, each of The DFA One-Year Fixed
Income Series and Two-Year Global Fixed Income Series is concentrating its
investments in the banking industry. The types of bank and bank holding
company obligations in which The DFA One-Year Fixed Income and Two-

<PAGE>

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.

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
<PAGE>

Series will do so, in light of their investment strategies.

ITEM 4(b) OTHER INVESTMENT PRACTICES

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.

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 - 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

<PAGE>

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 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 measures 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 net 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

<PAGE>

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.

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

<PAGE>

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.

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 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.

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
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

<PAGE>

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(R) 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(R) 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

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 OTC. 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

<PAGE>

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 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

<PAGE>

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.

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.

<PAGE>

(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 $34 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.

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

<PAGE>

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. 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, 1999, 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%
Tax-Managed U.S. Marketwide 0.20%
Value
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%
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 fees applicable to the Dividend-Managed Series, which had not
commenced

<PAGE>

operations as of the date of this registration statement, are: 0.05% of each
Series' average net assets (for The LD U.S. Large Company Series and The HD U.S.
Large Company Series) and 0.15% of each Series' average net assets (for The LD
U.S. Marketwide Value Series and The HD U.S. Marketwide Value Series). 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. The Large Cap International Portfolio pays a
management fee equal to 0.25% of its average net assets on an annual basis.

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. 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 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

<PAGE>

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. Since The Japanese Small Company, Pacific Rim Small
Company, United Kingdom Small Company, Continental Small Company, DFA
International Value, Emerging Markets and Emerging Markets Small Cap Series own
securities that are primarily listed on foreign exchanges which may trade on
days when the Series do not price their shares, the net asset value of such
Series and the Global Series may change on days when shareholders will not be
able to purchase or redeem shares.

In addition to closing on the days that the NYSE is closed, the Japanese Small
Company and United Kingdom Small Company Series will not compute their net asset
values on any days that the Tokyo Stock Exchange and the London Stock Exchange,
respectively, the exchanges on which their portfolio securities are principally
traded, are closed. See Item 18(a) and Item 18(c) of Part B for a list of
holidays on which the Tokyo Stock Exchange and the London Stock Exchange are
expected to be closed.

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

<PAGE>

will be made at the time of the transaction to reflect the actual sales proceeds
inuring to the 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.

OFFERING PRICE

It is management's belief that payment of a reimbursement fee by each investor,
which is used to defray significant costs associated with investing proceeds of
the sale of 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

<PAGE>

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 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

<PAGE>

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
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
Series, the Dividend-Managed 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 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 or 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

<PAGE>

denominated. Investors may incur charges in converting such currencies to
dollars and the value of the securities may be affected by currency exchange
fluctuations.

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) and The DFA One-Year Fixed Income Series, the Trust's policy is to
distribute in December of each year all ordinary income undistributed during the
calendar year together with any investment company taxable income (determined
without regard to the deduction for dividends paid) and capital gain net income
earned through November 30. Dividends from ordinary income of The Enhanced U.S.
Large Company Series, U.S. Large Cap Value Series, and DFA International Value
Series are distributed quarterly, and any investment company taxable income and
capital gain net income are distributed annually in December. Ordinary income
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. The
DFA One-Year Fixed Income Series will distribute annually in December any
capital gain net income. The DFA Two-Year Global Fixed Income Series will
distribute annually in December any investment company taxable income and
capital gain net income.

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, The U.S. Large Company Series, and the U.S. Value Series, upon written
notice to the Advisor, 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 such Series, upon written notice to
Advisor, 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 Series,
United Kingdom Series, Pacific Rim Series, Continental Series, The U.S. Large
Company Series, The Emerging Markets Series, The Emerging Markets Small Cap
Series, the Tax-Managed Series, The LD U.S. Large Company Series and The LD U.S.
Marketwide Value Series is classified as a separate corporation for U.S. federal
income tax purposes (collectively, referred to as the

<PAGE>

"Corporate Series").

The Japanese Series, United Kingdom Series, Pacific Rim Series, Continental
Series, The U.S. Large Company Series, The Emerging Markets Series, The Emerging
Markets Small Cap Series, the Tax-Managed Series, The LD U.S. Large Company
Series and The LD U.S. Marketwide Value Series (together, the "Partnership
Series") are classified as partnerships for U.S. federal income 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, but may be subject
to change depending on the tax years of the investors in such Series. 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

<PAGE>

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.

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

<PAGE>

(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 for the
DFA One-Year Fixed Income and Two-Year Global Fixed Income Series' investments
in obligations of banks and bank holding companies, 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 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 1/2 of 1% of
such securities together own more than 5% of such securities; provided that The
LD U.S. Large Company Series, The HD U.S. Large Company Series, The LD U.S.
Marketwide Value Series, The HD U.S. Marketwide Value 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 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

<PAGE>

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 LD U.S. Large Company Series, The HD U.S. Large Company
Series, The LD U.S. Marketwide Value Series, The HD U.S. Marketwide Value
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 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 LD U.S. Large Company Series, The HD U.S. Large Company
Series, The LD U.S. Marketwide Value Series, The HD U.S. Marketwide Value
Series, The U.S. 4-10 Value Series, the Tax-Managed Series, Enhanced U.S. Large
Company Series, The DFA Two-Year Global Fixed Income Series, and 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 LD U.S. Large Company Series, The HD U.S. Large Company
Series, The LD U.S. Marketwide Value Series, The HD U.S. Marketwide Value
Series, 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 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 Series, Emerging Markets
Small Cap Series, Japanese Series, United Kingdom Series, Pacific Rim Series and
Continental Series are not subject to this limitation; (b) each of The LD U.S.
Large Company Series, The HD U.S. Large Company Series, The LD U.S. Marketwide
Value Series, The HD U.S. Marketwide Value Series, The U.S. 4-10 Value Series,
the Tax-Managed Series, Enhanced U.S. Large Company Series, Emerging Markets
Series, Emerging Markets Small Cap Series, Japanese Series, United Kingdom
Series, Pacific Rim Series, Continental Series, The Global Value Series, The
Global Large Company Series 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 LD U.S.

<PAGE>

Large Company Series, The HD U.S. Large Company Series, The LD U.S. Marketwide
Value Series, The HD U.S. Marketwide Value Series, 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 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 The 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 LD U.S. Large Company Series, The HD U.S. Large Company Series, The
LD U.S. Marketwide Value Series, The HD U.S. Marketwide Value Series, 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 Series may write or acquire options;

(14) purchase warrants; however, each Series, except The DFA One-Year Fixed
Income Series 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 LD U.S. Large Company Series, The
HD U.S. Large Company Series, The LD U.S. Marketwide Value Series, The HD U.S.
Marketwide Value 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 Series are not subject to this limitation;

(15) purchase securities on margin or sell short; provided that The LD U.S.
Large Company Series, The HD U.S. Large Company Series, The LD U.S. Marketwide
Value Series, The HD U.S. Marketwide Value 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 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 LD U.S. Large Company Series, The HD U.S. Large Company Series, The LD U.S.
Marketwide Value Series, The HD U.S. Marketwide Value Series, The U.S. 9-10
Small Company Series, the Tax-Managed 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.

<PAGE>

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 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 of Part A. 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 Series, U.S. 4-10
Value Series, The LD U.S. Large Company Series, The HD U.S. Large

<PAGE>

Company Series, The LD U.S. Marketwide Value Series, The HD U.S. Marketwide
Value Series, the Tax-Managed Series, Two-Year Global Fixed Income Series,
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
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%

<PAGE>

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.

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.

<PAGE>

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 OTC
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 OTC option at a favorable price at any time prior to expiration. In the event
of insolvency of the counter-party, the Series may be unable to liquidate an OTC
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

<PAGE>

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 OTC 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
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

<PAGE>

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 by the Equity
Series 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.

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-Registered Trademark- Index, including mergers, reorganizations and
similar transactions and, to the extent necessary, to provide cash to pay
redemptions of the Series' shares.

The One-Year Fixed Income Series and Two-Year Global Fixed Income Series are
expected to have high portfolio turnover rates due to the relatively short
maturities of the securities to be acquired. The portfolio turnover rates for
Two-Year Global Fixed Income Series have varied from year to year due to market
and other conditions. In addition, variations in turnover rates occur because
securities are sold when, in the Advisor's judgment, the return will be
increased as a result of portfolio transactions after taking into account the
cost of trading. There was no significant variation in any other Series'
portfolio turnover rate from that reported last fiscal year.

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

<PAGE>

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. Director, SA Funds
(registered investment company) and Assante Corporation (investment
management).

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

Roger G. Ibbotson, 5/27/43, 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. and BIRR Portfolio Analysis, Inc. (software products). Chairman,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting). Formerly, Director Hospital Fund, Inc. (investment management
services).

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

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

<PAGE>

Executive Officer and Director, Dimensional Fund Advisors Ltd.

* Interested Trustee of the Trust.

OFFICERS

Unless otherwise noted, all officers have held their positions for at least five
years.

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.

Jim Davis, 11/29/56, Vice President, Santa Monica, CA. Vice President of all DFA
Entities. Kansas State University, Arthur Anderson & Co., Phillips Petroleum Co.

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 Assistant Secretary, Santa Monica,
CA. Vice President and Assistant 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 other than
Dimensional Fund Advisors Ltd. for which he is Vice President.

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.

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

Stephen P. Manus, 12/26/50, Vice President, Santa Monica, CA. President, ANB
Investment Management and Trust Company from 1993-1997. 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 Secretary, Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989-1996. Vice President and Secretary
of all DFA Entities

<PAGE>

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, 1999, and the total compensation
received from all four registered investment companies for which the Advisor
serves as investment advisor during that same fiscal year.

<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation from Trust and Fund
Trustee from Trust Complex
------- ---------- -------
<S> <C> <C>
George M. Constantinides $12,739 $35,000
John P. Gould $12,739 $35,000
Roger G. Ibbotson $12,739 $35,000
Merton H. Miller* $11,243 $28,000
Myron S. Scholes $12,243 $34,000
</TABLE>

* Effective June 3, 2000, Mr. Miller ceased serving as a Trustee of the Trust.

13(e) SALES LOADS. Not applicable.

13(f) CODES OF ETHICS. The Trust has adopted a revised Code of Ethics, under
rule 17j-1 of the Investment Company Act of 1940, for certain access persons of
the Series. In addition, the Advisor has adopted or will adopt a revised Code of
Ethics. The Codes of Ethics are designed to ensure that access persons act in
the best interests of the Series and their shareholders, with respect to any
personal trading of securities. Under the Codes of Ethics, access persons are
generally prohibited from knowingly buying or selling securities (except for
shares of mutual

<PAGE>

funds, U.S. government securities and money market instruments) which are being
purchased, sold or considered for purchase or sale by a Series unless their
proposed purchases are approved in advance. The Codes of Ethics also contain
certain reporting requirements and securities trading clearance procedures.

ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

(a) CONTROL PERSONS. As of July 31, 2000, 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:

<TABLE>
<S> <C> <C>
U.S. 4-10 VALUE SERIES

West Virginia Investment Management Board
One Cantley Drive
Charleston, WV 25314 43.32%

Missouri Local Government Employees' Retirement System
P.O. Box 1665
Jefferson City, MO 65102 35.34%

THE DFA INTERNATIONAL VALUE SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 25.61%

JAPANESE SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 31.85%

PACIFIC RIM SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 44.67%
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
CONTINENTAL SMALL COMPANY SERIES

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 26.62%

EMERGING MARKETS SMALL CAP SERIES

South Dakota Retirement System
4009 W. 49th Street, Suite 300
Sioux Falls, SD 57105 65.21%

14(b) PRINCIPAL HOLDERS. As of July 31, 2000, 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.
</TABLE>

<TABLE>
<S> <C> <C>
THE U.S. LARGE COMPANY SERIES

Blackrock Funds -
Index Equity Portfolio
c/o PFPC
400 Bellevue Parkway
Wilmington, DE 19809 60.98%

DFA Investment Dimensions Group Inc. -
The U.S. Large Company Portfolio 33.67%

Dimensional Investment Group Inc. -
U.S. Large Company Institutional Index Portfolio 5.21%

ENHANCED U.S. LARGE COMPANY SERIES

DFA Investment Dimensions Group Inc. -
Enhanced U.S. Large Company Portfolio 100.00%

THE U.S. LARGE CAP VALUE SERIES

DFA Investment Dimensions Group Inc. -
The U.S. Large Cap Value Portfolio 70.08%

Dimensional Investment Group Inc. -
U.S. Large Cap Value Portfolio III 17.96%
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Dimensional Investment Group Inc. -
RWB/DFA U.S. High Book to Market Portfolio 8.09%

TAX-MANAGED U.S. MARKETWIDE VALUE SERIES

DFA Investment Dimensions Group Inc. -
Tax-Managed U.S. Marketwide Value Portfolio 83.09%

Dimensional Investment Group Inc. -
Tax-Managed U.S. Marketwide Value Portfolio II 16.91%

GLOBAL VALUE SERIES

Global Value Trust 100.00%

U.S. 4-10 VALUE SERIES

West Virginia Investment Management Board
One Cantley Drive
Charleston, WV 25314 43.32%

Missouri Local Government Employees' Retirement System 35.34%
P.O. Box 1665
Jefferson City, MO 65102

Mac & Co.*
P.O. Box 3198
Pittsburgh, PA 15230-3198 20.53%

THE U.S. 6-10 VALUE SERIES

DFA Investment Dimensions Group Inc. -
The U.S. 6-10 Value Portfolio 97.09%

THE U.S. 6-10 SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
The U.S. 6-10 Small Company Portfolio 71.71%

Dimensional Investment Group Inc. -
DFA 6-10 Institutional Portfolio 23.95%

THE U.S. 9-10 SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
The U.S. 9-10 Small Company Portfolio 100.00%

THE DFA INTERNATIONAL VALUE SERIES

Dimensional Investment Group Inc. -
DFA International Value Portfolio 34.37%

BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309 25.61%

DFA Investment Dimensions Group Inc. -
RWB/DFA International High Book to Market Portfolio 14.19%

Dimensional Investment Group Inc. -
DFA International Value Portfolio III 13.89%

Dimensional Investment Group Inc. -
DFA International Value Portfolio IV 6.94%

JAPANESE SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio 51.59%

DFA Investment Dimensions Group Inc. -
Japanese Small Company Portfolio 48.41%

PACIFIC RIM SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
Pacific Rim Small Company Portfolio 56.44%

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio 43.56%

UNITED KINGDOM SMALL COMPANY SERIES

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio 59.38%

DFA Investment Dimensions Group Inc. -
United Kingdom Small Company Portfolio 40.62%

CONTINENTAL SMALL COMPANY SERIES
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
DFA Investment Dimensions Group Inc. -
International Small Company Portfolio 58.73%

DFA Investment Dimensions Group Inc. -
Continental Small Company Portfolio 41.27%

THE EMERGING MARKETS SERIES

DFA Investment Dimensions Group Inc. -
Emerging Markets Portfolio 96.65%

EMERGING MARKETS SMALL CAP SERIES

South Dakota Retirement System
4009 W. 49th Street, Suite 300
Sioux Falls, SD 57105 65.21%

DFA Investment Dimensions Group Inc. -
Emerging Markets Small Cap Portfolio 34.31%

THE DFA ONE-YEAR FIXED INCOME SERIES

DFA Investment Dimensions Group Inc. -
The DFA One-Year Fixed Income Portfolio 86.24%

Gateway 2000, Inc.
610 Gateway Drive
North Sioux City, SD 57049 13.76%

DFA TWO-YEAR GLOBAL FIXED INCOME SERIES

DFA Investment Dimensions Group Inc. -
DFA Two-Year Global Fixed Income Portfolio 100.00%
</TABLE>

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

14(c) MANAGEMENT OWNERSHIP. As of July 31, 2000, 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

<PAGE>

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 years ended November 30, 1997, 1998 and
1999, as applicable, the Series paid management fees as set forth in the
following table:

<TABLE>
<CAPTION>
1997 1998 1999
(000) (000) (000)
----- ----- -----
<S> <C> <C> <C>
U.S. Large Company $160 $293 $558

Enhanced U.S. Large Company $17 $26 $40

U.S. Large Cap Value $1,255 $1,667 $1,831

Tax-Managed U.S. Marketwide Value $143

U.S. 4-10 Value n/a $86 $291

U.S. 6-10 Value $3,534 $4,743 $5,217

U.S. 6-10 Small Company $102 $150 $167

U.S. 9-10 Small Company n/a $1,458 $1,361

DFA International Value $2,997 $3,466 $3,481

Japanese Small Company $258 $181 $201

Pacific Rim Small Company $230 $133 $162

United Kingdom Small Company $180 $157 $135

Continental Small Company $351 $334 $270

Emerging Markets $226 $220 $284

Emerging Markets Small Cap $47 $37 $62

DFA One-Year Fixed Income $392 $420 $444
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
DFA Two-Year Global Fixed Income $185 $214 $238
</TABLE>

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 commenced operations on December 14,
1998. The Dividend-Managed Series had not commenced operations as of the date of
this registration statement.

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. As of August 24, 2000, the Advisor agreed to
waive certain fees and to assume expenses to the extent necessary to limit
the cumulative expenses of (i) each of The Global Value Series and The Global
Small Company Series to not more than .375% of average net assets of each
Series on an annualized basis, and (ii) The Global Large Company Series to
not more than .25% of average net assets of such Series on an annualized
basis. Prior to that date and effective August 16, 1999, the Advisor had
agreed to waive certain fees and to assume expenses of the Series to the
extent necessary to keep the cumulative expenses of each Series to not more
than .50% of average net assets of each Series on an annualized basis. For
purposes of these waivers and assumptions, the expenses are those expenses
incurred in any period consisting of thirty-six consecutive months. Any fees
that may be waived or expenses that may be reimbursed may be subject to
recoupment for a period of 36 months. The Advisor retains the right in its
sole discretion to change or eliminate such waivers and assumptions of
expenses in the future.

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.

<PAGE>

15(f) DEALER REALLOWANCES. Not applicable.

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 SERIES
ENHANCED U.S. LARGE COMPANY SERIES
LD U.S. MARKETWIDE VALUE SERIES
HD U.S. MARKETWIDE VALUE 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
Series, the Tax-Managed U.S. Marketwide Value Series, the 6-10 Value Series,
the LD U.S. Marketwide Value Series and the HD U.S. Marketwide 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

<PAGE>

DFA INTERNATIONAL VALUE SERIES
LARGE CAP INTERNATIONAL PORTFOLIO
EMERGING MARKETS SERIES
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
L.D. U.S. LARGE COMPANY SERIES
H.D. 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

<PAGE>

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, 200 East Las Olas Boulevard, Suite 1700, Ft.
Lauderdale, Florida 33301, the Trust's independent certified public accountant,
audits the Trust's financial statements on an annual basis.

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, 1997, 1998 AND 1999

<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
U.S. Large Company $ 40,689 $ 15,841 $ 1,250

Enhanced U.S. Large
Company $ 2,233 $ 2,210 $ 2,758

U.S. Large Cap Value $ 929,005 $1,116,421 $2,492,821

Tax-Managed U.S. Marketwide Value n/a n/a $ 321,580

U.S. 4-10 Value n/a $ 717,873 $1,164,028

U.S. 6-10 Value $4,591,853 $4,289,226 $4,440,807

U.S. 6-10 Small Company $ 855,652 $1,022,535 $ 733,337

U.S. 9-10 Small Company $1,641,020 $1,541,534 $1,429,817

DFA International Value $1,133,787 $ 763,022 $ 480,344

Japanese Small Company $ 602,098 $ 300,862 $ 335,177

<PAGE>

<CAPTION>
<S> <C> <C> <C>
Pacific Rim Small Company $ 485,846 $ 316,644 $ 606,240

United Kingdom Small
Company $ 68,028 $ 116,482 $ 85,725

Continental Small Company
Series $ 145,195 $ 278,568 $ 304,874

Emerging Markets $ 559,853 $ 375,895 $ 246,534

Emerging Markets Small Cap $ 123,081 $ 40,579 $ 96,921
</TABLE>

During the fiscal year ended November 30 1999, the Large Cap International
Portfolio, a portfolio of DFAIDG, paid brokerage commissions of $32,512. The
Global Value Series, The Global Large Company Series and The Global Small
Company Series will not incur any brokerage costs in connection with their
purchases and redemptions of shares of the Master Series. 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 Series
commenced operations as of December 14, 1998. The Dividend-Managed Series had
not commenced operations as of 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.

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, The U.S. 6-10
Value Series, the Tax-Managed Series and the Dividend-Managed 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, electronic
communications networks ("ECNs") 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.

<PAGE>

ECNs, such as Instinet, are electronic information and communication networks
whose subscribers include most market makers and many institutions. Such ECNs
charge a commission for each trade executed on its system. For example, on any
given trade, a Series, by trading through an ECN, would pay a spread to a dealer
on the other side of the trade plus a commission to the ECN. However, placing a
buy (or sell) order on an ECN 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 TSE and other
Japanese securities exchanges are fixed. Under the current regulations of the
TSE and the Japanese Ministry of Finance, member and non-member firms of
Japanese exchanges are required to charge full commissions to all customers
other than banks and certain financial institutions, but members and licensed
non-member firms may confirm transactions to banks and financial institution
affiliates located outside Japan with institutional discounts on brokerage
commissions. The Japanese Small Company Series has been able to avail itself of
institutional discounts. The Series' ability to effect transactions at a
discount from fixed commission rates depends on a number of factors, including
the size of the transaction, the relation between the cost to the member or the
licensed non-member firm of effecting such transaction and the commission
receivable, and the law, regulation and practice discussed above. There can be
no assurance that the Series will continue to be able to realize the benefit of
discounts from fixed commissions.

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.

<PAGE>

16(b) COMMISSIONS. No commissions were paid to affiliates or affiliates of
affiliates during fiscal years 1997, 1998 or 1999.

16(d) DIRECTED BROKERAGE. During the fiscal year ended November 30, 1999, the
following 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 $164,462,095 $ 179,980
U.S. 4-10 Value $ 60,217,214 $ 214,638
U.S. 6-10 Value $ 43,205,767 $ 224,108
U.S. 6-10 Small Company $ 15,502,174 $ 79,379
U.S. 9-10 Small Company $ 5,524,765 $ 32,224
DFA International Value $ 83,584,091 $ 138,304
Japanese Small Company $ 29,185,623 $ 181,880
Pacific Rim Small Company $ 5,770,950 $ 23,086
------------ ----------
TOTAL: $407,452,679 $1,073,599
</TABLE>

16(e) REGULAR BROKER DEALERS. Not applicable.

ITEM 17. CAPITAL STOCK AND OTHER SECURITIES

(a) CAPITAL STOCK. All twenty-four Series issue shares of beneficial interest
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. In addition, the Trust has arranged with the
Feeder Portfolios for voting rights as provided in Section 12(d)(1)(E)(iii)(a)
of the Investment Company Act of 1940. If a shareholder of a Series which is
taxed as a partnership 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 Series may not be transferred, except upon exemption from the
registration requirements of the 1933 Act, but an investor may withdraw all or
any portion of the investor's 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.

<PAGE>

The Trust does not intend to hold annual meetings; it may, however, hold a
meeting if called by the Board. 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.

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 Tokyo Stock Exchange ("TSE") is closed on the following days in 2000:
January 1, 3 and 10, February 11, March 20, April 29, May 3, 4 and 5, July 20,
September 15 and 23, October 9, November 3 and 23 and December 23. 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 London Stock Exchange ("LSE") is closed on the following days in 2000:
January 3, April 21 and 24, May 1 and 29, August 28, and December 25 and 26.
Orders for the purchase and redemption of shares of the United Kingdom Small
Company Series received on those days will be processed as of the close of the
NYSE on the next day that the LSE is open for trading.

Since The Japanese Small Company, Pacific Rim Small Company, United Kingdom
Small Company, Continental Small Company, DFA International Value, Emerging
Markets and Emerging Markets Small Cap Series own securities that are primarily
listed on foreign exchanges which may trade on days when the Series do not price
their shares, the net asset value of such Series and the Global Series may
change on days when shareholders will not be able to purchase or redeem shares.

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

<PAGE>

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
Series, The LD U.S. Large Company Series, The HD U.S. Large Company Series, The
LD U.S. Marketwide Value Series, The HD 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.

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.

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.

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.

<PAGE>

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.

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).)

<PAGE>

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.

Losses incurred on the sale of securities by one Series to another Series will
be disallowed if, as of the date of sale, the same persons (or, in the case of a
sale of securities by one Corporate Series to another Corporate Series, five or
fewer persons) own directly or indirectly more than 50% of the outstanding
shares in both the selling and purchasing Series. Under attribution rules, the
shareholders of a Feeder Portfolio are considered to own the shares of a
corresponding Series on a pro rata basis for purposes of applying this loss
disallowance rule. However, in applying the attribution rules to a sale of
securities by one Corporate Series to another Corporate Series, only
shareholders that own 5% or more of the shares of a Feeder Portfolio are
considered to own the shares of the corresponding Series in proportion to their
ownership of Feeder Portfolio shares.

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 Series and the Dividend-Managed Series may time investments to
minimize the receipt of dividends. These actions could result in the Tax-Managed
Series being unable to flow through the dividends received deduction to
corporate shareholders. This will occur if the Tax-Managed 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.

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 Corporate 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.

<PAGE>

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, 1999 (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), and are indicated by an
asterisk.

<TABLE>
<CAPTION>
ONE FIVE TEN
YEAR YEARS YEARS
----- ----- -----
<S> <C> <C> <C>
The U.S. Large Company Series 20.84 27.32 20.90*

The Enhanced U.S. Large Company Series 20.56 28.30* n/a

The U.S. Large Cap Value Series 4.63 20.14 15.10*

The Tax-Managed U.S. Marketwide Value Series 4.28*

The U.S. 4-10 Value Series 6.39 -5.93* n/a

The U.S. 6-10 Value Series 9.77 16.04 14.24*

The U.S. 6-10 Small Company Series 18.62 16.02 13.28*

The U.S. 9-10 Small Company Series 20.08 3.49* n/a

The DFA International Value Series 13.25 8.56 7.59*

The Japanese Small Company Series 22.99 -17.86* n/a

The Pacific Rim Small Company Series 53.26 -7.67* n/a

The United Kingdom Small Company Series 36.76 11.07* n/a

The Continental Small Company Series -6.83 8.33* n/a

The Global Value Series -3.30* n/a

<PAGE>

<CAPTION>
<S> <C> <C> <C>
The Emerging Markets Series 53.02 3.25 5.30*

The Emerging Markets Small Cap Series 69.75 4.52* n/a

The DFA One-Year Fixed Income Series 4.81 6.09 5.35*

The DFA Two-Year Global Fixed Income Series 4.84 6.23* n/a
</TABLE>

The Global Large Company Series, The Global Small Company Series and the
Dividend-Managed Series had not commenced operations as of November 30, 1999.

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:

n
P(1 + T) = ERV

where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

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

ITEM 22. FINANCIAL STATEMENTS.

(a)-(c) The audited financial statements and financial highlights of the Trust
for its fiscal year ended November 30, 1999 as set forth in the Trust's annual
reports to shareholders, including the report of PricewaterhouseCoopers LLP,
independent certified public accountants, are incorporated herein by

<PAGE>

reference. The annual reports do not contain any data regarding The LD U.S.
Large Company Series, The HD U.S. Large Company Series, The LD U.S. Marketwide
Value Series, The HD U.S. Marketwide Value Series, The Global Large Company
Series and The Global Small Company Series because they had not commenced
operations as of November 30, 1999.

<PAGE>

THE DFA INVESTMENT TRUST COMPANY
(AMEND. NO. 23)

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.

<PAGE>

File No.: 811-07436.
Filing Date: March 3, 1998.
(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.
(i) Investment Management Agreements
(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

<PAGE>

between the Registrant and DFA on
behalf of The U.S. Large Cap Value
Series (formerly The U.S. Large
Cap High Book to
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) 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.

<PAGE>

(8) Investment Management Agreement
dated February 8, 1996 between the
Registrant and DFA on behalf of
The Enhanced U.S. Large Company
Series.

<PAGE>

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.

(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.

<PAGE>

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.

(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.

<PAGE>

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.

(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) Form of Investment Management
Agreement dated September 13,
1999, between the Registrant and
DFA on behalf of The Tax-Managed
U.S. Marketwide Value Series

<PAGE>

INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 20 to
the Registrant's
Registration
Statement on
Form N-1A.
File No: 811-07436.
Filing Date: September 13, 1999.

(21) Form of Investment Management
Agreement dated July 27, 2000,
between the Registrant and DFA on
behalf of The LD U.S. Large
Company Series.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 22 to
the Registrant's
Registration
Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(22) Form of Investment Management
Agreement dated July 27, 2000,
between the Registrant and DFA on
behalf of The HD U.S. Large
Company Series.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 22 to
the Registrant's
Registration
Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(23) Form of Investment Management
Agreement dated July 27, 2000,
between the Registrant and DFA on
behalf of The LD U.S. Marketwide
Value Series.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 22 to
the Registrant's
Registration
Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(24) Form of Investment Management
Agreement dated July 27, 2000,
between the Registrant and DFA on
behalf of The HD U.S. Marketwide
Value Series.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 22 to
the Registrant's
Registration
Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(ii) Sub-Advisory Agreements
(1) 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.

<PAGE>

(2) 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.

(3) 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.

(4) 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.

(5) 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

DFA INVESTMENT DIMENSIONS GROUP
INC.

<PAGE>

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

DIMENSIONAL EMERGING MARKETS
VALUE 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.

(6) 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

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 VALUE
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.

(e) Underwriting or distribution contract between the
Registrant and a

<PAGE>

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.

<PAGE>

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) Addenda to the Custodian Agreement.
(a) Addendum Number One dated December
8, 1998 between 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 Two dated May 28,
1999 between PFPC Trust Company
and the Registrant on behalf of
each series of the Registrant.

<PAGE>

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.

(c) Addendum Number Three dated
September 13, 1999 between PFPC
Trust Company and the Registrant
on behalf of each series of the
Registrant.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 20 to
the Registrant's
Registration
statement on Form
N-1A.
File No.: 811-07436.
Filing Date: September 13, 1999.

(d) Addendum Number Four dated
July 27, 2000 between PFPC Trust
Company and the Registrant on
behalf of each series of the
Registrant.
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective
Amendment No. 22 to
the Registrant's
Registration
Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(3) 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.

(4) 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.

<PAGE>

(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.
(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 One 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) Addendum to the Transfer Agency Agreement.
(a) Addendum Number One 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 Two dated May 28, 1999
between

<PAGE>

PFPC and the Registrant on behalf of
each series of the Registrant.

<PAGE>

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.

(c) Addendum Number Three dated
September 13, 1999 between PFPC and the
Registrant on behalf of each series of
the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 20 to the
Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: September 13, 1999.

(d) Addendum Number Four dated July 27,
2000 between PFPC and the Registrant on
behalf of each series of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 22 to the Registrant's
Registration Statement on
Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(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 One 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

<PAGE>

Form N-1A.

<PAGE>

File No.: 811-07436.
Filing Date: March 3, 1998.

(6) Addenda to the Administration and Accounting
Services Agreement.
(a) Addendum Number One 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 Two 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.
File No.: 811-07436.
Filing Date: May 28, 1999.

<PAGE>

(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.

(8) Form of Administration Agreement dated July 27,
2000 between DFA and the Registrant on behalf of
The LD U.S. Large Company Series, The HD U.S.
Large Company Series, The LD U.s. Marketwide
Value Series and The HD U.S. Marketwide Value
Series.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 22
to the Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(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
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.j.

(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

<PAGE>

12b-1, and any agreements with any person relating to
the Plan's implementation.
Not applicable.
(n) Any plan entered into by Registrant under Rule 18f-3,
any agreement with any person relating to the plan's
implementation, and any amendment to the plan or
agreement.
Not Applicable.

(o) Power-of-Attorney appointing David G. Booth, Rex. A.
Sinquefield, Michael T. Scardina, Irene R. Diamant,
Catherine L. Newell and Stephen W. Kline as
attorney-in-fact for the Registrant, dated July 18,
1997.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 21 to the
Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: March 30, 2000.

(p) Codes of Ethics adopted under rule 17j-1 of the
Investment Company Act and currently applicable to the
Trust.

(1) Code of Ethics of the Registrant.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 22
to the Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

(2) Code of Ethics of the Advisor.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 22
to the Registrant's Registration
Statement on Form N-1A.
File No.: 811-07436.
Filing Date: July 27, 2000.

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 July 31, 2000, the following persons
beneficially owned more than 25% of the outstanding voting
securities of the feeder portfolios investing in the Trust:

DFA IDG
-------

<PAGE>

U.S. 4-10 VALUE PORTFOLIO
St. Vincent's Medical Center Foundation, Inc.
2800 Main Street
Bridgeport, CT 06606 55.02%

JAPANESE SMALL COMPANY PORTFOLIO
BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 65.79%

UNITED KINGDOM SMALL COMPANY PORTFOLIO
BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 60.78%

CONTINENTAL SMALL COMPANY PORTFOLIO
BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 64.50%

PACIFIC RIM SMALL COMPANY PORTFOLIO
BellSouth Corporation
1155 Peachtree Street N.E.
Atlanta, GA 30309-3610 79.14%

DIG
---
6-10 INSTITUTIONAL PORTFOLIO
BAYCARE Health Master Custody
323 Jefford Street
Clearwater, FL 33757 35.65%

Utah Retirement System
540 E. 200 South
Salt Lake City, UT 84102 33.53%

U.S. 6-10 VALUE PORTFOLIO II
BellSouth Corporation Master Savings Trust
State Street Bank & Trust Co. as Trustee
105 Rosemont Street
Westwood, MA 02090 100.00%

U.S. LARGE CAP VALUE PORTFOLIO II
BellSouth Corporation Master Savings Trust
State Street Bank & Trust Co. as Trustee

<PAGE>

105 Rosemont Street
Westwood, MA 02090 100.00%

<PAGE>

DFA INTERNATIONAL VALUE PORTFOLIO II
BellSouth Corporation Master Savings Trust
State Street Bank & Trust Co. as Trustee
105 Rosemont Street
Westwood, MA 02090 100.00%

EMERGING MARKETS PORTFOLIO II
Citibank Savings Incentive Plan
One Court Square
Long Island City, NY 11120 100.00%

DFA INTERNATIONAL VALUE PORTFOLIO IV
Citibank Savings Incentive Plan
One Court Square
Long Island City, NY 11120 100.00%

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 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.,

<PAGE>

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

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

<PAGE>

(b) Not applicable

<PAGE>

(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.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 23 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 31st day of August, 2000.

THE DFA INVESTMENT TRUST COMPANY
(Registrant)

By: /s/ CATHERINE L. NEWELL
------------------------
Catherine L. Newell
Vice President
(Name and Title)

<PAGE>

EXHIBIT INDEX
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<CAPTION>
N-1A EDGAR
EXHIBIT NO. EXHIBIT NO. DESCRIPTION

<S> <C> <C>
23(j) EX-99.j Consent of PricewaterhouseCoopers LLP
</TABLE>