Cover Letter for 485(a) filing on June 28, 2004

485APOS 1 dfa485a62804.htm Cover Letter for 485(a) filing on June 28, 2004

As filed with the U.S. Securities and Exchange Commission on June 28, 2004
File No. 2-73948
File No. 811-3258

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 71 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 72 [X]

(Check appropriate box or boxes.)

DFA INVESTMENT DIMENSIONS GROUP INC.
------------------------------------
(Exact Name of Registrant as Specified in Charter)

1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
-----------------------------------------------------
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code (310) 395-8005
-----------------------------------------------------------------

Catherine L. Newell, Esquire, Vice President and Secretary
Dimensional Investment Group Inc.,
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
-------------------------------------------------------------
(Name and Address of Agent for Service)

Please send copies of all communications to:

Mark A. Sheehan, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8027

It is proposed that this filing will become effective (check appropriate box):

____ immediately upon filing pursuant to paragraph (b)
____ on (date) pursuant to paragraph (b)
_X__ 60 days after filing pursuant to paragraph (a)(1)
____ on (date) pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
____ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Trustees and principal officers of The DFA Investment Trust Company also
have executed this registration statement.

Title of Securities Being Registered:
-------------------------------------

U.S. SMALL CAP VALUE PORTFOLIO - CLASS R SHARES

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This Post-Effective Amendment No. 71/72 to Registration File Nos.
2-73948/811-3258 includes the following:

1. FACING PAGE

2. CONTENTS PAGE

3. PART A -- Prospectus relating to the Class R Shares of the Registrant's
U.S. Small Cap Value Portfolio series of shares

3. PART B -- Statement of Additional Information relating to the Class R
Shares of the Registrant's U.S. Small Cap Value Portfolio series of shares

4. PART C -- Other Information

5. SIGNATURES

P R O S P E C T U S

________, 2004

Please carefully read the important information it contains before investing.

DFA INVESTMENT DIMENSIONS GROUP INC.
--------------------------------------------------------------------------------

DFA Investment Dimensions Group Inc. is an investment company that offers a
variety of investment portfolios.

The Portfolio described in this Prospectus:

o Is a mutual fund with its own investment objective and policies.

o Is designed for long-term investors.

This Prospectus describes the Class R shares of the Portfolio which:o are
generally available to employee benefit plans and clients and members of certain
financial institutions, financial intermediaries or registered investment
advisors. o do not charge a sales commission or "load."

U.S. SMALL CAP VALUE PORTFOLIO

CLASS R SHARES

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

Investments in the Portfolio are not deposits or obligations of, or guaranteed
or endorsed by, any bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other agency. Investing
in the Portfolio involves investment risk, including possible loss of principal.

TABLE OF CONTENTS

RISK/RETURN SUMMARY..............................................................1

ABOUT THE PORTFOLIO...........................................................1
MANAGEMENT....................................................................1
INVESTMENT OBJECTIVE, STRATEGY AND RISKS......................................2
PRINCIPAL RISKS...............................................................2
OTHER INFORMATION.............................................................2
RISK AND RETURN BAR CHART AND TABLE...........................................3

FEES AND EXPENSES................................................................4

ANNUAL FUND OPERATING EXPENSES...................................................4

SECURITIES LENDING REVENUE.......................................................4

HIGHLIGHTS.......................................................................5

MANAGEMENT AND ADMINISTRATIVE SERVICES........................................5
DIVIDEND POLICY...............................................................5
PURCHASE, VALUATION AND REDEMPTION OF SHARES..................................5

INVESTMENT OBJECTIVE AND POLICIES................................................5

PORTFOLIO CONSTRUCTION........................................................6
MARKET CAPITALIZATION WEIGHTED APPROACH.......................................6

SECURITIES LOANS.................................................................7

MANAGEMENT OF THE PORTFOLIO......................................................7

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.................................8

PURCHASE OF SHARES...............................................................9

VALUATION OF SHARES.............................................................10

NET ASSET VALUE..............................................................10
PUBLIC OFFERING PRICE........................................................10

EXCHANGE OF SHARES..............................................................11

REDEMPTION OF SHARES............................................................11

REDEMPTION PROCEDURE FOR RETIREMENT PLAN PARTICIPANTS AND
CLIENTS OF FINANCIAL INSTITUTIONS.............................................11
REDEMPTION PROCEDURE FOR RETIREMENT PLANS, INSTITUTIONS
AND OTHER INVESTORS..........................................................11
REDEMPTION OF SMALL ACCOUNTS.................................................12
IN-KIND REDEMPTIONS..........................................................12

THE FEEDER PORTFOLIO............................................................12

FINANCIAL HIGHLIGHTS............................................................14

SERVICE PROVIDERS...............................................................15

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RISK/RETURN SUMMARY

About the Portfolio

The Portfolio Has A Special Structure: The Portfolio is a "Feeder Portfolio"--a
securities directly. The portfolio that does not buy individual securities
directly. Instead, it invests in a corresponding fund, or "Master Fund," that in
turn purchases stocks and other securities.

Possible Complications: The Master-Feeder structure is relatively complex. While
this structure is designed to reduce costs, it may not do so. As a result, the
Portfolio might encounter operational or other complications.

Management

Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for the
Master Fund. (A Feeder Portfolio does not need an investment manager.)

o Equity Investment Approach:

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., small company stocks) selection, not stock picking.
It places priority on limiting expenses, portfolio turnover, and trading costs.
Many other investment managers concentrate on reacting to price movements and
choosing individual securities.

Portfolio construction: Generally, the Advisor structures a portfolio by:

1. Selecting a starting universe of securities (for example, all publicly
traded U.S. common stocks).

2. Creating a sub-set of companies meeting the Advisor's investment
guidelines.

3. Excluding certain companies after analyzing various factors (for example,
solvency).

4. Purchasing stocks using a market capitalization weighted approach.

The Advisor's investment guidelines for the Portfolio use a market
capitalization segmentation approach. Broadly speaking, this technique involves
considering a stock (which may be listed on any principal U.S. exchange or the
over-the-counter market) for purchase only if the stock's market capitalization
falls within the range of the segment of total market capitalization identified
for the Portfolio.

The Master Fund of the U.S. Small Cap Value Portfolio generally purchases stocks
whose market capitalizations are in the lowest 8% of total market
capitalization.

o The Master Fund buys securities directly. The Portfolio invests in the
Master Fund's shares. The two have the same gross investment returns.

o Market capitalization means the number of shares of a company's stock
outstanding, as determined by the Advisor, times price per share.

o Market capitalization weighted means the amount of a stock in an index or
portfolio is keyed to that stock's market capitalization compared to all
eligible stocks. The higher the relative market cap, the greater its
representation.

o Market capitalization weighted approach means investing on a market
capitalization weighted basis, which may include adjusting that weighting
to consider such factors as trading strategies, liquidity management and
other factors that the Advisor determines appropriate, given market
conditions. See "Market Capitalization Weighted Approach."

o Total market capitalization is based on the market capitalization of U.S.
operating companies listed on the New York Stock Exchange ("NYSE"),
American Stock Exchange ("AMEX") or Nasdaq National Market ("Nasdaq").

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Investment Objective and Strategy

o Investment Objective: Long-term capital appreciation.

o Investment Strategy: Purchase shares of a Master Fund which buys value
stocks of small U.S. companies using a market capitalization weighted
approach.

Principal Risks

Small Company Risk: Securities of small firms are often less liquid than those
of large companies. As a result, small company stocks may fluctuate relatively
more in price.

Market Risk: Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer specific events will cause securities owned by
the Master Fund, and consequently the Portfolio itself, to rise or fall in
value. Because the value of your investment in the Portfolio will fluctuate,
there is the risk that you may lose money.

Other Information
Securities Lending:

The Master Fund purchased by the Portfolio may lend its portfolio securities to
generate additional income. If the Master Fund does so, it will use various
strategies (for example, only making fully collateralized loans) to reduce
related risks.

Commodity Pool Operator Exemption:

The Portfolio and the Master Fund are operated by a person that has claimed an
exclusion from the definition of the term "commodity pool operator" under the
Commodity Exchange Act ("CEA"), and, therefore, such person is not subject to
registration or regulation as a pool operator under the CEA.

o "Value Stocks": Compared to other stocks, value stocks sell for low prices
relative to their earnings, dividends or book value.

o In selecting value stocks, the Advisor primarily considers price relative
to book value.

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Risk and Return Bar Chart and Table

The Bar Chart and Table below illustrate the variability of the Portfolio's
returns and are meant to provide some indication of the risks of investing in
the Portfolio. The Class R shares of the Portfolio are a new class of shares,
therefore, the Bar Chart and Table show performance information for the Investor
Class shares of the Portfolio, another class of shares of the Portfolio. The Bar
Chart shows the changes in performance of the Investor Class shares of the
Portfolio from year to year. The Table illustrates how annualized one year, five
year and ten year returns for the Portfolio's Investor Class shares, both before
and after taxes, compare with those of a broad measure of market performance.
The after-tax returns presented for the Portfolio are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investor's tax situation and may differ from those shown in the Table. In
addition, the after-tax returns shown are not relevant to investors who hold
shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts. Past performance (before and after taxes) is
not an indication of future results.

The Bar Chart and Table presented below illustrate the performance of the
Portfolio's Investor Class of shares, which are not offered in this Prospectus
but would have substantially similar annual returns as the Class R shares if
they had been adjusted to reflect the fees and expenses of the Class R shares
because the shares are invested in the same portfolio securities. Returns for
the Class R shares will differ from the Investor Class shares to the extent that
Class R shares will pay a Shareholder Services fee of up to 0.25% and will have
different expenses.

[Performance Information for Creation of Bar Chart and Table]

1994 1.21
1995 29.29
1996 22.32
1997 30.75
1998 -7.28
1999 13.04
2000 9.01
2001 22.63
2002 -9.27
2003 59.39

Highest Quarter - 28.03 (4/03-6/03)
Lowest Quarter - -22.72 (7/02-9/02)

Annualized Returns % (Periods ending December 31, 2003)

------------------------------------- -------------- ---------- ----------
One Year Five Years Ten Years
------------------------------------- -------------- ---------- ----------
U.S. Small Cap Value Portfolio
------------------------------------- -------------- ---------- ----------
Return Before Taxes 59.39 16.93 15.55
------------------------------------- -------------- ---------- ----------
Return After Taxes on Distributions 57.16 14.27 13.53
------------------------------------- -------------- ---------- ----------
Return After Taxes on Distributions
and Sale of Portfolio Shares 39.95 13.53 12.86
------------------------------------- -------------- ---------- ----------
Russell 2000 Value Index 46.02 12.28 12.70
------------------------------------- -------------- ---------- ----------

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FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold Class
R shares of the Portfolio.

Shareholder Fees (fees paid directly from your investment): None

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Portfolio assets)

The expenses in the following tables are based on those incurred by the
Portfolio and the Master Fund for the fiscal year ended November 30, 2003.

Management Fee..................................................... 0.50 %
Shareholder Services Fee**......................................... 0.25 %
Other Expenses..................................................... 0.06 %

Total Annual Operating Expenses.................................... 0.81 %

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* The "Management Fee" includes an investment management fee payable by the
Master Fund and an administration fee payable by the Portfolio. The amount
set forth in "Other Expenses" is an estimate of the aggregate amount that
will be payable by both the Master Fund and the Portfolio through the
fiscal year ending November 30, 2004.

** An amount of up to 0.25% of the average net assets of the Portfolio's Class
R shares may be used to compensate service agents ("Shareholder Services
Agent") that provide shareholder servicing, record keeping, account
maintenance and other services to investors in the Portfolio's Class R
shares.

EXAMPLE

This Example is meant to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Class R shares of the
Portfolio for the time periods indicated and then redeem all of your shares at
the end of those periods. The Example also assumes that your investment has a 5%
return each year and that the operating expenses of the Class R shares of the
Portfolio remain the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$83 $259 $450 $1,002

The table summarizes the aggregate estimated annual operating expenses of both
the Portfolio and the Master Fund.

SECURITIES LENDING REVENUE

For the fiscal year ended November 30, 2003, the Master Fund received the
following net revenue from a securities lending program which constituted a
percentage of the average daily net assets of the Master Fund (see "SECURITIES
LOANS"):

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Percentage of
Master Fund Net Revenue Net Assets
----------- ------------ ----------
U.S. Small Cap Value Series................. $1,357,000 0.04%

HIGHLIGHTS

Management and Administrative Services

The Advisor provides the Portfolio with administrative services and also
serves as investment advisor to the Master Fund. The Fund contracts with
Shareholder Services Agents to provide certain recordkeeping and other services
for the benefit of the Portfolio's Class R shareholders. See "MANAGEMENT OF THE
PORTFOLIO."

Dividend Policy

The Portfolio distributes dividends from its net investment income
quarterly (on a calendar basis) and any realized net capital gains annually in
December of each year. See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."

Purchase, Valuation and Redemption of Shares

The shares of the Portfolio are offered at net asset value, which is
calculated as of the close of the New York Stock Exchange (the "NYSE") on each
day that the NYSE is open for business. The value of the Portfolio's shares will
fluctuate in relation to the investment experience of the Master Fund. The
redemption price of a share of the Portfolio is equal to its net asset value.
See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF SHARES."

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio pursues its objective by investing all of its assets
in The U.S. Small Cap Value Series (the "Master Fund") of The DFA Investment
Trust Company (the "Trust"), which has the same investment objective and
policies as the Portfolio. The Master Fund invests in common stocks of small
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 price to cash flow or price to earnings ratios, as well as economic
conditions and developments in the issuer's industry. The criteria the Advisor
uses for assessing value are subject to change from time to time.

The Master Fund generally will invest in a broad and diverse group of
common stocks of small cap companies traded on a principal U.S. exchange or the
over-the-counter market that the Advisor determines to be value stocks. As of
the date of this Prospectus, the Advisor considers companies whose market
capitalizations generally are in the lowest 8% of total market capitalization to
be small cap companies. For purposes of this Prospectus, "total market
capitalization" is based on the market capitalization of U.S. operating
companies listed on the NYSE, AMEX or Nasdaq. On at least a semi-annual basis,
the Advisor will review total market capitalization to prepare lists of
companies whose stock is eligible for investment by the Master Fund. As of
December 31, 2003, generally, the market capitalization of a company in the
lowest 8% of total market capitalization was approximately $1296 million or
below. This dollar amount may change due to market conditions. As a
non-fundamental policy, under normal circumstances, the Master Fund will invest
at least 80% of its net assets in securities of small cap U.S. companies. If the
Master Fund changes this investment policy, the Portfolio will notify
shareholders at least 60 days in advance of the change, and will change the name
of the Portfolio.

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Portfolio Construction

Ordinarily, the assets of the Master Fund will be invested in a broad and
diverse group of readily marketable common stocks of small U.S. companies with
high book to market ratios, as described above. The Master Fund may invest in
futures contracts and options on futures contracts.

The Master Fund uses a market capitalization weighted approach. That is,
each security is generally purchased based on the issuer's relative market
capitalization. The total market capitalization range, and the value criteria
used by the Advisor for the Master Fund, as described above, generally apply at
the time of purchase by the Master Fund. The Master Fund is not required to
dispose of a security if the security's issuer is no longer within the total
market capitalization range or does not meet current value criteria. Similarly,
the Advisor is not required to sell a security even if the decline in the market
capitalization reflects a serious financial difficulty or potential or actual
insolvency of the company. Securities which do meet the market capitalization
and/or value criteria nevertheless may be sold at any time when, in the
Advisor's judgment, circumstances warrant their sale. See "Market Capitalization
Weighted Approach" below.

Market Capitalization Weighted Approach

The Advisor purchases stocks for the Master Fund using a market
capitalization weighted approach. Market capitalization weighting means each
security is generally purchased based on the issuer's relative market
capitalization. Market capitalization weighting will be adjusted by the Advisor
for a variety of factors. The Advisor may consider such factors as trading
strategies, liquidity management and other factors determined to be appropriate
by the Advisor given market conditions. 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 in light of other conditions. These adjustments will result in a
deviation from traditional market capitalization weighting.

Deviation from market capitalization weighting will also occur because the
Master Fund intends to purchase round lots only. Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held by the Master
Fund 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 Master Fund's assets may be invested in high quality,
highly liquid fixed income securities, 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 Master Fund's
investment objective. The Master Fund 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 a market capitalization
weighted approach would otherwise require. 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 Master Fund.

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 Master Fund take place with every trade when the securities
markets are open for trading due, primarily, to price fluctuations of such
securities. Only common stocks whose market capitalizations are not more than
the maximum on such list will be purchased by the Master Fund. Additional
investments will not be made in securities which have appreciated in value to
such an extent that they are not then considered by the Advisor to be small
companies. This may result in further deviation from market capitalization
weighting and such deviation could be substantial if a significant amount of the
Master Fund's holdings increase 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.

As described above, investments will be made in virtually all eligible
securities using a market capitalization weighted approach. The Master Fund does
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.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. The Master Fund 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

-6-

the Master Fund. In addition, the Master Fund 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 Master Fund. The
Master Fund anticipates that it will generally retain securities of issuers with
relatively smaller market capitalizations for longer periods, despite any
decrease in the issuer's book to market ratio. However, securities, including
those eligible for purchase, may be sold at any time when, in the Advisor's
judgment, circumstances warrant their sale.

SECURITIES LOANS

The Master Fund is authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income. While the Master Fund may earn additional income from lending
securities, such activity is incidental to the Master Fund's investment
objective. For information concerning the revenue from securities lending, see
"SECURITIES LENDING REVENUE." The value of securities loaned may not exceed 33
1/3% of the value of the Master Fund's total assets. In connection with such
loans, the Master Fund 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 Master Fund will be able to terminate the loan at any time and
will receive reasonable compensation 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 Master Fund could experience delay
in recovering the loaned securities. Management believes that this risk can be
controlled through careful monitoring procedures. The Portfolio is also
authorized to lend its portfolio securities. However, as long as it holds only
shares of the Master Fund, it will not do so.

MANAGEMENT OF THE PORTFOLIO

The Advisor serves as investment advisor to the Master Fund. As such, it is
responsible for the management of its assets. Investment decisions for the
Master Fund 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 primarily of certain officers and directors of the Advisor
who are elected annually. The Advisor provides the Master Fund with a trading
department and selects brokers and dealers to effect securities transactions.

Securities transactions are placed with a view to obtaining the best price
and execution of such transactions. The Advisor is authorized to pay a higher
commission to a broker, dealer or exchange member than another such organization
might charge if it determines, in good faith, that the commission paid is
reasonable in relation to the research or brokerage services provided by such
organization.

For the advisory fees the Portfolio has incurred for the fiscal year ended
November 30, 2003, see "ANNUAL FUND OPERATING EXPENSES." The Advisor was
organized in May 1981, and is engaged in the business of providing investment
management services to institutional investors. As of the date of this
Prospectus, assets under management total approximately $ 49 billion.

DFA Investment Dimensions Group Inc. (the "Fund") and the Trust each bear
all of its own costs and expenses, including: services of its independent
certified public accountants, legal counsel, brokerage 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 directors or trustees, the cost of filing its registration
statements under federal securities laws and the cost of any filings required
under state securities laws, reports to shareholders, and transfer and dividend
disbursing agency, administrative services and custodian fees. Expenses of the
Fund or Trust allocable to the Portfolio (or a class of the Portfolio) or the
Master Fund are so allocated and expenses which are not allocable to the
Portfolio (or a class of the Portfolio) and the Master Fund are borne by the
Portfolio and the Master Fund on the basis of their relative net assets.

-7-

Shareholder Services

On behalf of the Portfolio, the Fund enters into agreements with service
agents to provide shareholder servicing, recordkeeping, account maintenance and
other services to Class R shareholders. The Fund pays such service agents an
amount up to 0.25% of the average net assets of the Class R shares for such
services.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

In general, the Portfolio distributes substantially all net investment
income quarterly (on a calendar basis) and any realized net capital gains (after
any reductions for capital loss carryforwards) annually in December of each
year.

Shareholders of Class R shares of the Portfolio will automatically receive
all income dividends and any capital gains distributions in additional Class R
shares of the Portfolio at net asset value (as of the business date following
the dividend record date).

Dividends and distributions paid to a 401(k) plan accumulate free of
federal income tax. Whether paid in cash or additional shares and regardless of
the length of time the Portfolio's shares have been owned by shareholders who
are subject to federal income taxes, distributions from long-term capital gains
are taxable as such. Dividends from net investment income or net short-term
capital gains will be taxable as ordinary income, whether received in cash or in
additional shares. A portion of the income dividends paid by the Portfolio may
be qualified dividends eligible for taxation at long-term capital gains rates,
so long as the investor meets certain holding period requirements. Dividends
from net investment income will generally qualify in part for the corporate
dividends received deduction. The portion of dividends so qualified depends
primarily on the aggregate qualifying dividend income received by the Master
Fund from domestic (U.S.) sources.

For those investors subject to tax, if purchases of shares of the Portfolio
are made shortly before the record date for a dividend or capital gains
distribution, a portion of the investment will be returned as a taxable
distribution. Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio.

Dividends which are declared in December to shareholders of record but
which, for operational reasons, may not be paid to the shareholder until the
following January, will be treated for tax purposes as if paid by the Portfolio
and received by the shareholder on December 31 of the calendar year in which
they are declared.

The sale of shares of the Portfolio is a taxable event and may result in a
capital gain or loss to shareholders who are subject to tax. Capital gain or
loss may be realized from an ordinary redemption of shares or an exchange of
shares of the Portfolio for shares of another portfolio of the Fund. Any loss
incurred on sale or exchange of the Portfolio's shares, held for six months or
less, will be treated as a long-term capital loss to the extent of capital gain
dividends received with respect to such shares.

Certain investments by the Master Fund may be subject to special rules
which may affect the amount, character and timing of the income to the Master
Fund. Some of these rules are referenced in the Statement of Additional
Information.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions from the Portfolio and on gains on redemption or
exchange of Portfolio shares. Non-U.S. shareholders may be subject to U.S.
withholding and estate tax.

The Portfolio is required to withhold 28% of taxable dividends, capital
gains distributions, and redemption proceeds paid to shareholders who have not
complied with IRS rules concerning taxpayer identification numbers. You may
avoid this withholding requirement by providing and certifying on the account
registration form your correct Taxpayer Identification Number and by certifying
that you are not subject to backup withholding and are a U.S. person (including
a U.S. resident alien). The Portfolio must also withhold if the IRS instructs it
to do so. Non-

-8-

U.S. investors may be subject to U.S. withholding or estate tax,
and are subject to special U.S. tax certification requirements.

The tax discussion set forth above is included for general information
only. Prospective investors should consult the Statement of Additional
Information. Prospective investors should also consult their own tax advisers
concerning the federal, state, local or foreign tax consequences of an
investment in the Portfolio.

PURCHASE OF SHARES

Class R shares of the Portfolio are generally sold only to (i) employee
benefit plans, including but not limited to defined contribution plans, pension
and profit sharing plans and plans of a similar nature ("Retirement Plans"), and
(ii) clients, customers or members of certain financial institutions, financial
intermediaries or registered investment advisors ("Financial Institutions").
Class R shares of the Portfolio are available under an employer's Retirement
Plan or through a Financial Institution, if the Retirement Plan or Financial
Institution Shareholder Services Agent has entered into a contract with the Fund
to provide shareholder services. In such case, shares may be purchased by
following the procedures set forth in the agreement between the Fund and the
Shareholder Services Agent. Investors who want to consider investing in the
Portfolio should contact their employer or Financial Institution for details.
Class R shares purchased through certain Financial Institutions may charge a
service fee or commission for such transactions. No such fee or commission is
charged on Class R shares that are purchased or redeemed directly from the Fund.
Investors who are clients of investment advisory organizations may also be
subject to investment advisory fees under their own arrangements with such
organizations. The Fund does not impose a minimum purchase requirement, but
investors who wish to purchase shares of the Portfolio should determine whether
their employer's Retirement Plan or Financial Institution imposes a minimum
transaction requirement.

Frequent trading into and out of the Portfolio can disrupt portfolio
investment strategies, harm performance and increase Portfolio expenses for all
shareholders, including long-term shareholders who do not generate these costs.
The Portfolio is designed for long-term investors, and is not intended for
market timing or excessive trading activities. Market timing activities include
purchases and sales of Portfolio shares in response to short-term market
fluctuations. The Portfolio may refuse or cancel purchase orders for any reason,
without prior notice, particularly purchase orders that the Portfolio believes
are made on behalf of market timers. The Portfolio and its agents reserve the
right to reject any purchase request by any investor, Financial Institution or
Retirement Plan indefinitely if they believe that any combination of trading
activity in the accounts is potentially disruptive to the Portfolio. If your
Shareholder Services Agent permits exchange purchases, these purchases are also
subject to these limitations, which are in addition to the other exchange
limitations described under "EXCHANGE OF SHARES." The Portfolio may impose
further restrictions on trading activities by market timers in the future.

In-Kind Purchases

If accepted by the Fund, shares of the Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Master Fund or
otherwise represented in its portfolio as described in this prospectus.
Securities accepted by the Fund for exchange and Portfolio shares to be issued
in exchange will be valued as set forth under "VALUATION OF SHARES" at the time
of the next determination of net asset value after such acceptance. All
dividends, interest, subscription or other rights pertaining to such securities
shall become the property of the Portfolio and must be delivered to the Fund by
the investor upon receipt from the issuer.

The Fund will not accept securities in exchange for shares of the Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included, or otherwise represented, in the Master Fund in which the Portfolio
invests 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 Master Fund
under the Securities Act of 1933 or under the laws of the country in which the
principal market for such securities exists, or otherwise; (3) at the discretion
of the Fund, the value of any such security (except U.S. Government Securities)
being exchanged together with other securities of the same issuer owned by the
Master Fund may not exceed 5% of the net assets of the Master Fund immediately
after the transaction. The Fund will accept such securities for investment and
not for resale.

-9-

A gain or loss for federal income tax purposes will generally be realized
by investors who are subject to federal taxation upon the exchange depending
upon the cost of the securities exchanged. Investors interested in such
exchanges should contact the Advisor.

VALUATION OF SHARES

Net Asset Value

The net asset values per share of the Class R shares of the Portfolio and
Master Fund are generally calculated on days that the NYSE is open for trading.
The net asset values per share of the Class R shares of the Portfolio and the
Master Fund are calculated after the close of the NYSE (normally, 1:00 p.m., PT)
by dividing the total value of their respective investments and other assets,
less any liabilities, by the total outstanding Class R shares of the Portfolio
and the Master Fund, respectively. Note: The time at which transactions and
shares are priced may be changed in case of an emergency or if the NYSE closes
at a time other than 1:00 p.m. PT.

The value of the Portfolio's shares will fluctuate in relation to the
investment experience of the Master Fund. Securities held by the Master Fund are
valued at the last quoted sale price of the day. Securities held by the Master
Fund that are listed on Nasdaq are valued at the Nasdaq Official Closing Price
("NOCP"). If there is no last reported sale price or NOCP of the day, the Master
Fund values the securities at the mean of the most recent quoted bid and asked
prices. Price information on listed securities is taken from the exchange where
the security is primarily traded. Generally, securities issued by open-end
investment companies, such as the Master Fund, are valued using their respective
net asset values or public offering prices, as appropriate, for purchase orders
placed at the close of the NYSE.

The value of the securities and other assets of the Master Fund for which
no market quotations are readily available (including restricted securities), or
for which market quotations have become unreliable, are determined in good faith
at fair value in accordance with procedures adopted by the Board of Trustees of
the Trust. Fair value pricing may also be used if events that have a significant
effect on the value of an investment (as determined in the discretion of the
Investment Committee of the Advisor) occur before the net asset value is
calculated. When fair value pricing is used, the prices of securities used by
the Master Fund may differ from the quoted or published prices for the same
securities on their primary markets or exchanges. To the extent that the Master
Fund holds large numbers of securities, it is likely that it will have a larger
number of securities that may be deemed illiquid and therefore must be valued
pursuant to special procedures adopted by the Board of Trustees, than would a
fund that holds a smaller number of securities. The Master Fund is more likely
to hold illiquid securities than would a fund that invests in larger
capitalization companies.

Public Offering Price

Provided that the Shareholder Services Agent has received an investor's
investment instructions in good order and the custodian has received the
investor's payment, shares of the Portfolio will be priced at the public
offering price, which is the net asset value of the shares next determined after
receipt of the payment by the custodian. The Fund may, from time to time,
appoint sub-transfer agents (such as Shareholder Services Agents) or various
financial intermediaries ("Intermediaries") for the receipt of purchase orders,
redemption orders and funds from certain investors. Intermediaries, in turn, are
authorized to designate other financial intermediaries ("Sub-designees") to
receive purchase and redemption orders for the Portfolio's shares from
investors. With respect to such investors, the shares of the Portfolio will be
priced at the public offering price calculated after receipt of the purchase
order by the Intermediary or Sub-designee, as applicable, which is authorized to
receive purchase orders. If the investor buys shares through an Intermediary or
a Sub-designee, the purchase price will be the public offering price next
calculated after the Intermediary or Sub-designee, as applicable, receives the
order, rather than on the day the custodian receives the investor's payment
(provided that the Intermediary or Sub-designee, as applicable, has received the
investor's purchase order in good order, and the investor has complied with the
Intermediary's or Sub-designee's payment procedures). If an order to purchase
shares must be canceled due to non-payment, the purchaser will be responsible
for any loss incurred by the Fund arising out of such cancellation. The Fund
reserves the right to redeem shares owned by any purchaser whose order is
canceled to recover any resulting loss to the Fund and may prohibit or restrict
the manner in which such purchaser may place further orders.

-10-

Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolio will be minimal and,
therefore, the shares of the Portfolio are currently sold at net asset value,
without imposition of a fee that would be used to reimburse the Portfolio for
such cost (a "reimbursement fee"). However, a reimbursement fee may be charged
prospectively from time to time based upon the future experience of the
Portfolio and the Master Fund which would be used to defray the costs of
investing in securities (such as brokerage commissions, taxes and other
transaction costs). Any such charge will be described in the Prospectus.

EXCHANGE OF SHARES

Investors may exchange Class R shares of the Portfolio for shares of
certain other portfolios of the Fund or Dimensional Investment Group Inc.
available under an employer's Retirement Plan or through a Financial
Institution, subject to the minimum purchase requirements set forth in the
applicable prospectus. The Fund does not accept exchanges of shares of the
Portfolio in an amount less than $100,000.

Retirement Plan participants and clients of certain Financial Institutions
may exchange shares by completing the necessary documentation required by the
Advisor and the Shareholder Services Agent designated under the employer's
Retirement Plan or by an Financial Institution. Please contact your employer,
Financial Institution or Shareholder Services Agent.

The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Portfolio or otherwise adversely affect the Fund, the exchange
privilege may be terminated. Excessive use of the exchange privilege is defined
as any pattern of exchanges among portfolios by an investor that evidences
market timing. Exchanges will be accepted only if the Fund may issue the shares
of the portfolio being acquired in compliance with the securities laws of the
investor's state of residence.

The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Shareholder Services Agent, other Intermediary or Sub-designee has received
appropriate instructions in the form required by such Shareholder Services
Agent, Intermediary or Sub-designee.

There is no fee imposed on an exchange. However, the Fund reserves the
right to impose an administrative fee in order to cover the costs incurred in
processing an exchange. Any such fee will be disclosed in the Prospectus. An
exchange is treated as a redemption and a purchase. Therefore, an investor could
realize a taxable gain or a loss on the transaction. The Fund reserves the right
to revise or terminate the exchange privilege or limit the amount of or reject
any exchange, as deemed necessary, at any time.

REDEMPTION OF SHARES

Redemption Procedure for Retirement Plan Participants and Clients of Financial
Institutions

A participant in a Retirement Plan or a client of a Financial Institution
who desires to redeem shares of the Portfolio must furnish a redemption request
to the Shareholder Services Agent, other Intermediary or Sub-designee designated
under the Retirement Plan or by the Financial Institution in the form required
by such Shareholder Services Agent, other Intermediary or Sub-designee. The
Shareholder Services Agent, other Intermediary or Sub-designee will adopt
procedures approved by the Fund's management for transmitting redemption orders.

Redemption Procedure for Retirement Plans and Financial Institutions

A Retirement Plan or Financial Institution that desires to redeem shares of
the Portfolio must furnish a redemption request to the Fund. The Portfolio will
redeem shares at the net asset value of such class of shares next determined
after receipt of a written request for redemption in good order by the
Portfolio's transfer agent (or by an Intermediary or Sub-designee, if
applicable). "Good order" means that the request to redeem shares must include
all necessary documentation, to be received in writing by the Advisor no later
than the close of regular trading on the NYSE (ordinarily 1:00 pm. PT),
including but not limited to: a letter of instruction or a stock assignment
specifying

-11-

the number of shares or dollar amount to be redeemed, signed by all registered
owners (or authorized representatives thereof) of the shares; if the Fund does
not have on file the authorized signatures for the account, a guarantee of the
signature of each registered owner by an eligible guarantor institution; and any
other required supporting legal documents.

A Retirement Plan or Financial Institution that has authorized redemption
payments by wire on an authorization form filed with the Fund may request that
redemption proceeds be paid in federal funds wired to the bank they have
designated on the authorization form. If the proceeds are wired to an account at
a bank which is not a member of the Federal Reserve System, there could be a
delay in crediting the funds to the bank account. The Fund reserves the right at
any time to suspend or terminate the redemption by wire procedure after
notification to the Retirement Plan, Financial Institution. No charge is made by
the Fund for redemptions.

Although the redemption payments will ordinarily be made within seven days
after receipt, payment to investors redeeming shares which were purchased by
check will not be made until the Fund can verify that the payments for the
purchase have been, or will be, collected, which may take up to fifteen days or
more. Investors may avoid this delay by submitting a certified check along with
a purchase order.

Redemption of Small Accounts

The Fund reserves the right to redeem a shareholder's account if the value
of the shares in the account is $500 or less because of redemptions by the
shareholder. Before the Fund involuntarily redeems shares from such an account
and sends the proceeds to the stockholder, the Fund will give written notice of
the redemption to the stockholder at least sixty days in advance of the
redemption date. The stockholder will then have sixty days from the date of the
notice to make an additional investment in the Portfolio in order to bring the
value of the shares in the account to more than $500 and avoid such involuntary
redemption. The redemption price to be paid to a stockholder for shares redeemed
by the Fund under this right will be the aggregate net asset value of the shares
in the account at the close of business on the redemption date.

In-Kind Redemptions

When in the best interests of the Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Master Fund in lieu of cash.
Such distributions will be made in accordance with federal securities laws and
regulations governing mutual funds. Investors may incur brokerage charges and
other transaction costs selling securities that were received in payment of
redemptions.

THE FEEDER PORTFOLIO

Other institutional investors, including other mutual funds, may invest in
the Master Fund. The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolio. Please contact The DFA
Investment Trust Company at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401, (310) 395-8005 for information about the availability of investing in the
Master Fund other than through the Portfolio.

The aggregate amount of expenses for the Portfolio and the Master Fund may
be greater than it would be if the Portfolio were to invest directly in the
securities held by the Master Fund. However, the total expense ratios for the
Portfolio and the Master Fund are expected to be less over time than such ratios
would be if the Portfolio were to invest directly in the underlying securities.
This arrangement enables various institutional investors, including the
Portfolio, to pool their assets, which may be expected to result in economies by
spreading certain fixed costs over a larger asset base. Each shareholder in the
Master Fund, including the Portfolio, will pay its proportionate share of the
expenses of the Master Fund.

The shares of the Master Fund will be offered to institutional investors
for the purpose of increasing the funds available for investment, to reduce
expenses as a percentage of total assets and to achieve other economies that
might be available at higher asset levels. Investment in the Master Fund by
other institutional investors offers potential benefits to the Master Fund and,
through its investment in the Master Fund, the Feeder Portfolio also.

-12-

However, such economies and expense reductions might not be achieved, and
additional investment opportunities, such as increased diversification, might
not be available if other institutions do not invest in the Master Fund. Also,
if an institutional investor were to redeem its interest in the Master Fund, the
remaining investors in the Master Fund could experience higher pro rata
operating expenses, thereby producing lower returns, and the Master Fund's
security holdings may become less diverse, resulting in increased risk.
Institutional investors that have a greater pro rata ownership interest in the
Master Fund than in the Portfolio could have effective voting control over the
operation of the Master Fund.

If the Board of Directors of the Fund determines that it is in the best
interest of the Portfolio, it may withdraw its investment in the Master Fund at
any time. Upon any such withdrawal, the Board would consider what action the
Portfolio might take, including either seeking to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retaining an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. Shareholders of the Portfolio will receive written
notice thirty days prior to the effective date of any changes in the investment
objective of the Master Fund. A withdrawal by the Portfolio of its investment in
the Master Fund could result in a distribution in kind of portfolio securities
(as opposed to a cash distribution) to the Portfolio. Should such a distribution
occur, the Portfolio could incur brokerage fees or other transaction costs in
converting such securities to cash in order to pay redemptions. In addition, a
distribution in kind to the Portfolio could result in a less diversified
portfolio of investments and could affect adversely the liquidity of the
Portfolio. Moreover, a distribution in kind by the Master Fund to the Portfolio
may constitute a taxable exchange for federal income tax purposes resulting in
gain or loss to the Portfolio. Any net capital gains so realized will be
distributed to the Portfolio's shareholders as described in "DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS AND TAXES."

-13-

FINANCIAL HIGHLIGHTS

The Financial Highlights table is meant to help you understand the
Portfolio's financial performance for the past five years. The total returns in
the table represent the rate that you would have earned (or lost) on an
investment in the Portfolio, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Portfolio's annual financial statements, are
included in the Fund's annual report, which is available upon request.

Class R shares have not commenced operations as of the date of this
Prospectus and financial highlights are not yet available. Financial highlights
for the Portfolio's Investor Class shares are shown to provide investors with
financial information about the Portfolio. The returns would have been
substantially similar because both Investor Class shares and Class R shares are
invested in the same Master Fund. However, Class R shares pay shareholder
servicing fees and Investor Class shares do not. Had the Class R shares been
operational during the periods shown, dividend distributions (if any) and
investment performance would have been lower.

DFA INVESTMENT DIMENSIONS GROUP INC.

U.S. SMALL CAP VALUE PORTFOLIO

Investor Class

FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)

Year Ended Year Ended Year Ended Year Ended Year Ended
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
2003 2002 2001 2000 1999

Net Asset Value, Beginning of Period $ 17.70 $ 21.11 $ 18.79 $ 19.17 $ 19.09
------- ------- ------- ------- -------

Income From Investment Operations
Net Investment Income (Loss) 0.08 0.08 0.12 0.12 0.09
Net Gains (Losses) on Securities
(Realized and Unrealized) 7.21 0.19 3.95 1.11 1.52
---- ---- ---- ---- ----

Total from Investment Operations 7.29 0.27 4.07 1.23 1.61
---- ---- ---- ---- ----

Less Distributions
Net Investment Income (0.07) (0.12) (0.13) (0.10) (0.08)
Net Realized Gains (1.66) (3.56) (1.62) (1.51) (1.45)
------ ------ ------ ------ ------

Total Distributions (1.73) (3.68) (1.75) (1.61) (1.53)
------ ------ ------ ------ ------

Net Asset Value, End of Period $ 23.26 $ 17.70 $ 21.11 $ 18.79 $ 19.17
======= ======= ======= ======= =======

Total Return 45.92% 0.71% 23.47% 6.99% 9.39%
---------- ----------- ---------- ----------- -----
Net Assets, End of Period (thousands) $4,209,747 $2,972,651 $2,914,661 $2,633,943 $2,621,646
Ratio of Expenses to Average Net Assets* 0.56% 0.56% 0.56% 0.56% 0.58%
Ratio of Net Investment Income to
Average Net Assets 0.46% 0.42% 0.54% 0.60% 0.49%
Portfolio Turnover Rate N/A N/A N/A N/A N/A
Portfolio Turnover Rate of
Master Fund Series 35% 30% 13% 32% 29%

* Represents the combined ratio for the Portfolio and its respective pro-rata
share of its Master Fund

N/A Refer to the Master Fund.

-14-

SERVICE PROVIDERS

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

Investment Advisor Accounting Services, Dividend Disbursing
and Transfer Agent
DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th floor PFPC INC.
Santa Monica, CA 90401 301 Bellevue Parkway
Tel. No. (310) 395-8005 Wilmington, DE 19809
--------------------------------- ----------------------------------------------

Custodian Legal Counsel

PFPC TRUST COMPANY STRADLEY, RONON, STEVENS & YOUNG, LLP
301 Bellevue Parkway 2600 One Commerce Square
Wilmington, DE 19809 Philadelphia, PA 19103-7098
--------------------------------- ----------------------------------------------

Independent Certified Public Accountants

PRICEWATERHOUSECOOPERS LLP
200 East Las Olas Boulevard
Suite 1700
Fort Lauderdale, FL 33301
------------------------------------------------------------

-15-

Other Available Information

You can find more information about the Fund and Portfolio in the Fund's
Statement of Additional Information ("SAI") and Annual and Semi-Annual Reports.

Statement of Additional Information. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.

Annual and Semi-Annual Reports to Shareholders. These reports focus on Portfolio
holdings and performance. The Annual Report also discusses the market conditions
and investment strategies that significantly affected the Portfolio in its last
fiscal year.

How to get these and other materials:
-------------------------------------

o Request free copies from:

- Your plan administrator - if you are a participant in a 401(k) plan
offering the Portfolio.

- Your shareholder services agent - if you are a client or member of an
institution offering the Portfolio.

- The Fund - if you represent a 401(k) plan sponsor or qualifying
institution. Call collect at (310) 395-8005.

o Access current prospectuses on our website at http://www.dfaus.com.

o Access them on the EDGAR Database in the SEC's Internet site at
http://www.sec.gov.

o Review and copy them at the SEC's Public Reference Room in Washington D.C.
(phone 1-800/SEC-0330).

o Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549-0102 or at publicinfo@sec.gov (you will be charged a copying
fee). Information on the operation of the SEC's public reference room is
available by calling the SEC at 1-202-942-8090.

Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005

DFA Investment Dimensions Group Inc.-Registration No. 811-3258

U.S. SMALL CAP VALUE PORTFOLIO

CLASS R SHARES

DFA Investment Dimensions Group Inc.

1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
Telephone: (310) 395-8005

STATEMENT OF ADDITIONAL INFORMATION

_______, 2004

This statement of additional information ("SAI") relates to the Class R
shares of U.S. Small Cap Value Portfolio (the "Portfolio") of DFA Investment
Dimensions Group Inc. (the "Fund").

This SAI is not a prospectus but should be read in conjunction with the
prospectus relating to the Class R shares of the Portfolio dated _______, 2004,
as amended from time to time. The audited financial statements and financial
highlights of the Portfolio are incorporated by reference from the Fund's annual
report to shareholders. The prospectus and annual report can be obtained by
writing to the Fund at the above address or by calling the above telephone
number.

TABLE OF CONTENTS

PORTFOLIO CHARACTERISTICS AND POLICIES.........................................1

BROKERAGE TRANSACTIONS.........................................................1

INVESTMENT LIMITATIONS.........................................................2

FUTURES CONTRACTS..............................................................4

CASH MANAGEMENT PRACTICES......................................................5

DIRECTORS AND OFFICERS.........................................................5

SERVICES TO THE FUND..........................................................12

ADVISORY FEES.................................................................13

GENERAL INFORMATION...........................................................14

CODES OF ETHICS...............................................................14

SHAREHOLDER RIGHTS............................................................15

PRINCIPAL HOLDERS OF SECURITIES...............................................15

PURCHASE OF SHARES............................................................15

REDEMPTION OF SHARES..........................................................16

TAXATION OF THE PORTFOLIO.....................................................16

PROXY VOTING POLICIES.........................................................19

DISCLOSURE OF PORTFOLIO HOLDINGS..............................................20

FINANCIAL STATEMENTS..........................................................20

PERFORMANCE DATA..............................................................21

PORTFOLIO CHARACTERISTICS AND POLICIES

The following information supplements the information set forth in the
prospectus for the Class R shares of the Portfolio. Unless otherwise indicated,
it applies to the U.S. Small Cap Value Series (the "Master Fund") of The DFA
Investment Trust Company (the "Trust") and Class R shares of the Portfolio
through its investment in the Master Fund. Capitalized terms not otherwise
defined in this SAI have the meaning assigned to them in the prospectus.

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to the Master Fund and provides administrative services to the Portfolio.

The Portfolio and the Master Fund are diversified under the federal
securities laws and regulations.

Because the structure of the Master Fund is based on the relative market
capitalizations of eligible holdings, it is possible that the Master Fund might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable. However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Fund and the anticipated
amount of the Master Fund's assets intended to be invested in such securities,
management does not anticipate that the Master Fund will include as much as 5%
of the voting securities of any issuer.

Prior to April 1, 2001, the Portfolio was known as the U.S. 6-10 Value
Portfolio. Similarly, the Master Fund in which the Portfolio invests - the U.S.
Small Cap Value Series - was, prior to April 1, 2001, known as the U.S. 6-10
Value Series.

BROKERAGE TRANSACTIONS

During the fiscal years ended November 30, 2003, 2002, and 2001, the Master
Fund paid brokerage commissions of $7,000,505, $4,826,509, and $1,679,179,
respectively. The substantial increases or decreases in the amount of brokerage
commissions paid by the Master Fund from year to year resulted from increases or
decreases in the amount of securities that were bought and sold by the Master
Fund. Portfolio transactions of the Master Fund will be placed with a view to
receiving the best price and execution. In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected, and brokers will be
selected with these goals in view. The Advisor monitors the performance of
brokers which effect transactions for the Master Fund to determine the effect
that their trading has on the market prices of the securities in which it
invests. The Advisor also checks the rate of commission being paid by the Master
Fund to its brokers to ascertain that the rates are competitive with those
charged by other brokers for similar services.

Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services. The
Investment Management Agreement of the Master Fund permits the Advisor knowingly
to pay commissions on these transactions which are greater than another broker,
dealer or exchange member might charge if the Advisor, in good faith, determines
that the commissions paid are reasonable in relation to the research or
brokerage services provided by the broker or dealer when viewed in terms of
either a particular transaction or the Advisor's overall responsibilities to the
accounts under its management. During the fiscal year ended November 30, 2003,
the Master Fund paid commissions for securities transactions to brokers which
provided market price monitoring services, market studies and research services
to the Master Fund of $907,065 with respect to securities transactions valued at
$283,719,461. Research services furnished by brokers through whom securities
transactions are effected may be used by the Advisor in servicing all of its
accounts and not all such services may be used by the Advisor with respect to
the Master Fund.

The over-the-counter companies eligible for purchase by the Master Fund may
be thinly traded securities. Therefore, the Advisor believes it needs maximum
flexibility to effect over-the-counter trades on a best execution basis. To that
end, the Advisor places buy and sell orders for the Master Fund with market
makers, third market brokers, electronic communications networks ("ECNs") and
with dealers on an agency basis. Third market brokers enable the Advisor to
trade with other institutional holders directly on a net basis. This allows the
Advisor sometimes to trade larger blocks than would be possible by going through
a single market maker.

The Advisor places buy and sell orders on ECNs when the Advisor determines
that the securities may not be available from other sources at a more favorable
price. ECNs, such as Instinet, are electronic information and communication
networks whose subscribers include most market makers as well as many
institutions. Such ECNs charge a commission for each trade executed on their
systems. For example, on any given trade, the Master Fund, by trading through an
ECN, could 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 Master Fund can effect transactions at the best available
prices.

The Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the Master Fund, except if the
Portfolio receives securities from the Master Fund to satisfy the Portfolio's
redemption request.

INVESTMENT LIMITATIONS

The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. A "majority" is defined as the lesser of: (1) at
least 67% of the voting securities of the Portfolio (to be effected by the
proposed change) present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio. The investment limitations of the Master Fund are the same as those
of the Portfolio.

The Portfolio will not:

(1) invest in commodities or real estate, including limited partnership
interests therein, although it may purchase and sell securities of
companies which deal in real estate and securities which are secured by
interests in real estate and may purchase or sell financial futures
contracts and options thereon;

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

(3) as to 75% of its total assets, invest in the securities of any issuer
(except obligations of the U.S. Government and its agencies and
instrumentalities) if, as a result, more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer;

(4) purchase or retain securities of an issuer, if those officers and directors
of the Fund or the Advisor owning more than 1/2 of 1% of such securities
together own more than 5% of such securities;

(5) borrow, except from banks as a temporary measure for extraordinary or
emergency purposes and then, in no event, in excess of 33% of its net
assets, or 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;

-2-

(7) invest more than 15% of the value of the Portfolio's total assets in
illiquid securities, which include certain restricted securities,
repurchase agreements with maturities of greater than seven days, and other
illiquid investments;

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

(9) invest for the purpose of exercising control over management of any
company;

(10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization;

(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;

(12) acquire any securities of companies within one industry if, as a result of
such acquisition, more than 25% of the value of the Portfolio's total
assets would be invested in securities of companies within such industry;

(13) write or acquire options or interests in oil, gas or other mineral
exploration, leases or development programs;

(14) purchase warrants, except that the Portfolio may acquire warrants as a
result of corporate actions involving its holding of other equity
securities;

(15) purchase securities on margin or sell short;

(16) acquire more than 10% of the voting securities of any issuer, provided that
this limitation applies only to 75% of the assets of the Portfolio; or

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

The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit the Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Fund.

The investment limitations described in (1) and (15) above do not prohibit
the Portfolio from making margin deposits in connection with the purchase or
sale of financial futures contracts and options thereon to the extent permitted
under applicable regulations.

Although (2) above prohibits cash loans, the Portfolio is authorized to
lend portfolio securities. Inasmuch as the Portfolio will only hold shares of
the Master Fund, the Portfolio does not intend to lend those shares.

With respect to (5) above, a Portfolio will maintain asset coverage of at
least 300% (as described in the 1940 Act), inclusive of any amounts borrowed,
with respect to any borrowings made by a Portfolio.

Pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act"),
the Master Fund 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 Master Fund's limitations on holdings of illiquid
securities stated in (7) above. While maintaining oversight, the Board of
Trustees of the Trust 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, the Portfolio (indirectly through its investment in a
Master Fund) does not intend to invest more than 15% of its net assets in
illiquid securities.

-3-

Although the Master Fund has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.

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 Portfolio or Master Fund owns, and does not
include assets which the Portfolio or Master Fund does not own but over which it
has effective control. For example, when applying a percentage investment
limitation that is based on total assets, the Portfolio or Master Fund will
exclude from its total assets those assets which represent collateral received
by the Portfolio or Master Fund for its securities lending transactions.

Unless otherwise indicated, all limitations applicable to the Portfolio's
and Master Fund's investments apply only at the time that a transaction is
undertaken. Any subsequent change in the percentage of the Portfolio's or Master
Fund's assets invested in certain securities or other instruments resulting from
market fluctuations or other changes in the Portfolio's or Master Fund's total
assets will not require the Portfolio or Master Fund to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
position without undue market or tax consequences.

FUTURES CONTRACTS

The Master Fund is authorized to enter into futures contracts and options
on futures contracts for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price. Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges. The Master Fund will be
required to make a margin deposit in cash or government securities with a broker
or custodian to initiate and maintain positions in futures contracts. Minimal
initial margin requirements are established by the futures exchange and brokers
may establish margin requirements which are higher than the exchange
requirements. After a futures contract position is opened, the value of the
contract is marked to market daily. If the futures contract price changes, to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required. Conversely, reduction
in the contract value may reduce the required margin resulting in a repayment of
excess margin to the Master Fund. Variation margin payments are made to and from
the futures broker for as long as the contract remains open. The Master Fund
expects to earn income on its margin deposits. The Master Fund intends to limit
its futures-related investment activity so that other than with respect to bona
fide hedging activity (as defined in Commodity Futures Trading Commission
("CFTC") Rule 1.3 (z)): (i) the aggregate initial margin and premiums paid to
establish commodity futures and commodity option contract positions (determined
at the time the most recent position was established) do not exceed 5% of the
liquidation value of the Master Fund's portfolio, after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into (provided 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 such 5%
limitation) or (ii) the aggregate net "notional value" (i.e., the size of a
commodity futures or commodity option contract in contract units (taking into
account any multiplier specified in the contract), multiplied by the current
market price (for a futures contract) or strike price (for an option contract)
of each such unit) of all non-hedge commodity futures and commodity option
contracts that the Master Fund has entered into (determined at the time the most
recent position was established) does not exceed the liquidation value of the
Master Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any such contracts that the Master Fund has entered into
Pursuant to published positions of the Securities and Exchange Commission (the
"SEC"), the Portfolio or Master Fund (or its custodian) may be required to
maintain segregated accounts consisting of liquid assets such as cash, U.S.
government securities, or other high grade debt obligations (or, as permitted
under applicable regulation, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with respect
to such contracts.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Master Fund would continue to be
required to make variation margin deposits. In such circumstances, if the Master
Fund has insufficient cash, it might have to sell portfolio securities to meet
daily margin

-4-

requirements at a time when it might be disadvantageous to do so. Management
intends to minimize the possibility that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.

CASH MANAGEMENT PRACTICES

The Portfolio and Master Fund engage in cash management practices in order
to earn income on uncommitted cash balances. Generally, cash is uncommitted
pending investment in other obligations, payment of redemptions or in other
circumstances where the Advisor believes liquidity is necessary or desirable.
The Portfolio and Master Fund may invest cash in short-term repurchase
agreements. In addition, the Master Fund may invest a portion of its assets,
ordinarily not more than 20%, in high quality, highly liquid fixed income
securities. The 20% guideline is not an absolute limitation but the Portfolio
and Master Fund do not expect to exceed this guideline under normal
circumstances. The Master Fund may invest in futures contracts and options on
futures contracts.

DIRECTORS AND OFFICERS

Directors

The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund. The Directors of the
Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Master Fund.

The Board of Directors has two standing committees, the Audit Committee and
the Portfolio Performance and Service Review Committee (the "Performance
Committee"). The Audit Committee is comprised of George M. Constantinides, Roger
G. Ibbotson and Abbie J. Smith. Each member of the Audit Committee is a
disinterested Director. The Audit Committee for the Board oversees the Fund's
accounting and financial reporting policies and practices, the Fund's internal
controls, the Fund's financial statements and the independent audits thereof and
performs other oversight functions as requested by the Board. The Audit
Committee for the Board recommends the appointment of the Fund's independent
certified public accountants and also acts as a liaison between the Fund's
independent certified public accountants and the full Board. There were five
Audit Committee meetings for the Fund held during the fiscal year ended November
30, 2003.

The Performance Committee is comprised of Messrs. Constantinides and
Ibbotson, Ms. Smith, John P. Gould, Myron S. Scholes and Robert C. Merton. Each
member of the Fund's Performance Committee is a disinterested Director. The
Performance Committee regularly reviews and monitors the investment performance
of the Fund's series and reviews the performance of the Fund's service
providers. There were two Performance Committee meetings held during the fiscal
year ended November 30, 2003.

Certain biographical information for each disinterested Director and each
interested Director of the Fund is set forth in the tables below, including a
description of each Director's experience as a Director of the Fund and as a
director or trustee of other funds, as well as other recent professional
experience.

-5-

Disinterested Directors

--------------------- --------- ----------- -------------------------------- ---------------- -----------------
Term of
Office/1/ Portfolios Other
and within the DFA Directorships
Name, Address and Length of Principal Occupation Fund Complex/2/ of Public
Age Position Service During Past 5 Years Overseen Companies Held
--------------------- --------- ----------- -------------------------------- ---------------- -----------------
George M. Director Since Leo Melamed Professor of 83 portfolios
Constantinides 1983 Finance, Graduate School of in 4
Graduate School of Business, University of investment
Business, University Chicago. companies
of Chicago
1101 E. 58th Street
Chicago, IL 60637
Date of Birth:
9/22/47
--------------------- --------- ---------- -------------------------------- ---------------- ------------------------
John P. Gould Director Since Steven G. Rothmeier 83 portfolios Trustee, Harbor Fund
Graduate School of 1986 Distinguished Service in 4 (registered investment
Business, University Professor of Economics, investment company) (13
of Chicago Graduate School of Business, companies Portfolios).
1101 E. 58th Street University of Chicago. Member
Chicago, IL 60637 of the Boards of Milwaukee
Date of Birth: Mutual Insurance Company and
1/19/39 UNext Inc. Formerly, Senior
Vice President, Lexecon Inc.
(economics, law, strategy and
finance consulting). Formerly,
President, Cardean University
(division of UNext). Formerly,
Trustee, First Prairie Funds
(registered investment
company).
--------------------- --------- ---------- -------------------------------- ---------------- ------------------------
Roger G. Ibbotson Director Since Professor in Practice of 83 portfolios
Yale School of 1981 Finance, Yale School of in 4
Management Management. Director, BIRR investment
P.O. Box 208200 Portfolio Analysis, Inc. companies
New Haven, CT (software products). Chairman,
06520-8200 Ibbotson Associates, Inc.,
Date of Birth: Chicago, IL (software, data,
5/27/43 publishing and consulting).
Partner, Zebra Capital
Management, LLC (hedge fund
manager). Formerly, Director,
Hospital Fund, Inc.
(investment management
services).
--------------------- --------- ---------- -------------------------------- ---------------- ------------------------
Robert C. Merton Director Since John and Natty McArthur 83 portfolios Director, Vical
Harvard Business 2003 University Professor, Graduate in 4 Incorporated
School School of Business investment (biopharmaceutical
Morgan Hall 397 Administration, Harvard companies product development).
Soldiers Field University (since 1998).
Boston, MA 02163 George Fisher Baker Professor
Date of Birth: of Business Administration,
7/31/44 Graduate School of Business
Administration, Harvard
University (1988-1998).
Co-founder, Chief Science
Officer and Director,
Integrated Finance Limited
(since 2002). Director, MF
Risk, Inc. (risk management
software) (since 2001).
Director, Peninsula Banking
Group (bank) (since 2003).
Director, Community First
Financial Group (bank holding
company) (since 2003).
Formerly, Co-Founder and
Principal, Long-Term Capital
Management.
--------------------- --------- ---------- -------------------------------- ---------------- ------------------------
Myron S. Scholes Director Since Frank E. Buck Professor 83 portfolios Director, American
Oak Hill Capital 1981 Emeritus of Finance, Stanford in 4 Century Fund Complex
Management, Inc. University. Managing Partner, investment (registered investment
2775 Sand Hill Road Oak Hill Capital Management companies companies) (38
Suite 220 (private equity firm). Portfolios); and
Menlo Park, CA 94025 Chairman, Oak Hill Platinum Director, Chicago
Date of Birth: Partners (hedge fund). Mercantile Exchange
7/01/41 Director, Chicago Mercantile Holdings Inc.
Exchange. Consultant, Arbor
Investors. Formerly, Director,
Smith Breeden Family of Funds.

-6-

--------------------- --------- ---------- -------------------------------- ---------------- ------------------------
Abbie J. Smith Director Since Boris and Irene Stern 83 portfolios Director, HON
Graduate School of 2000 Professor of Accounting, in 4 Industries Inc.
Business, University Graduate School of Business, investment (office furniture) and
of Chicago University of Chicago. companies Director, Ryder System
1101 East 58th Street Formerly, Marvin Bower Fellow, Inc. (transportation).
Chicago, IL 60637 Harvard Business School (9/01
Date of Birth: to 8/02).
4/30/53
---------------------- --------- ---------- -------------------------------- ---------------- ------------------------

Interested Directors

The following Interested Directors are described as such because they are
deemed to be "interested persons," as that term is defined under the 1940 Act,
due to their positions with the Advisor.

-7-

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

/1/ Each Director holds office for an indefinite term until his or her
successor is elected and qualified.

/2/ Each Director is a director or trustee of each of the four registered
investment companies within the DFA Fund Complex, which include: the Fund;
DFA Investment Dimensional Investment Group Inc.; The DFA Investment Trust
Company; and Dimensional Emerging Markets Value Fund Inc.

* Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

Information relating to each Director's ownership (including the ownership
of his or her immediate family) in the Portfolio and in all registered
investment companies in the DFA Fund Complex as of December 31, 2003 is set
forth in the chart below.

------------------------------- -------------------------------- ---------------------------------
Aggregate Dollar Range of
Shares Owned in All Funds
Dollar Range of Overseen by Director in Family
Name Portfolio Shares Owned of Investment Companies
------------------------------- -------------------------------- ---------------------------------
Disinterested Directors:
------------------------------- -------------------------------- ---------------------------------
George M. Constantinides None None
------------------------------- -------------------------------- ---------------------------------
John P. Gould None None
------------------------------- -------------------------------- ---------------------------------
Roger G. Ibbotson None None
------------------------------- -------------------------------- ---------------------------------
Robert C. Merton None None
------------------------------- -------------------------------- ---------------------------------
Myron S. Scholes None $10,001-50,000
------------------------------- -------------------------------- ---------------------------------

Abbie J. Smith None None
------------------------------- -------------------------------- ---------------------------------

------------------------------- -------------------------------- ---------------------------------
Interested Directors:
------------------------------- -------------------------------- ---------------------------------
David G. Booth None Over $100,000
------------------------------- -------------------------------- ---------------------------------
Rex A. Sinquefield Over $100,000 Over $100,000
------------------------------- -------------------------------- ---------------------------------

-8-

Set forth below is a table listing, for each Director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 2003 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

Pension or Total
Retirement Compensation
Aggregate Benefits as Part Estimated Annual from DIG
Compensation of Fund Benefits upon and DFA Fund
Director the Fund** Expenses Retirement Complex+
George M. Constantinides... $35,318 N/A N/A $75,500
John P. Gould.............. $35,087 N/A N/A $75,000
Roger G. Ibbotson.......... $35,318 N/A N/A $75,500
Robert C. Merton*.......... $21,687 N/A N/A $45,833
Myron S. Scholes........... $29,156 N/A N/A $62,500
Abbie J. Smith............. $35,318 N/A N/A $75,500

+ The term DFA Fund Complex refers to the four registered investment
companies for which the Advisor performs advisory or administrative
services and for which the individuals listed above serve as
directors/trustees on the Boards of Directors/Trustees of such companies.

* Mr. Merton was not elected to the boards of the investment companies in the
DFA Fund Complex until March 2003.

** Under a deferred compensation plan (the "Plan") adopted effective January
1, 2002, the disinterested Directors of the Fund may defer receipt of all
or a portion of the compensation for serving as members of the four Boards
of Directors/Trustees of the investment companies in the DFA Fund Complex
(the "DFA Funds"). Amounts deferred under the Plan are treated as though
equivalent dollar amounts had been invested in shares of a cross-section of
the DFA Funds (the "Reference Funds"). The amounts ultimately received by
the disinterested Directors under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's assets,
liabilities, and net income per share, and will not obligate a fund to
retain the services of any disinterested Director or to pay any particular
level of compensation to the disinterested Director. The total amount of
deferred compensation accrued by the disinterested Directors from the DFA
Fund Complex who participated in the Plan during the fiscal year ended
November 30, 2003 is as follows: $75,500 (Mr. Constantinides), $75,000 (Mr.
Gould), $75,500 (Mr. Ibbotson) and $75,500 (Ms. Smith). A disinterested
Director's deferred compensation will be distributed at the earlier of: (a)
January in the year after the disinterested Director's resignation from the
Boards of Directors/Trustees of the DFA Funds, or death or disability; or
(b) five years following the first deferral, in such amounts as the
disinterested Director has specified. The obligations of the DFA Funds to
make payments under the Plan will be unsecured general obligations of the
DFA Funds, payable out of the general assets and property of the DFA Funds.

Officers

Below is the name, age, information regarding positions with the Fund and
the principal occupation for each officer of the Fund. The address of each
officer is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Each of the
officers listed below holds the same office (except as otherwise noted) in the
following entities: Dimensional Fund Advisors Inc., DFA Securities Inc., DFA
Investment Dimensions Group Inc., Dimensional Investment Group Inc., The DFA
Investment Trust Company, and Dimensional Emerging Markets Value Fund Inc.
(collectively, the "DFA Entities").

------------------------- ------------------ ----------------- ----------------------------------------------------
Term of Office/1/
and Length of Principal Occupation During
Name and Age Position Service Past 5 Years
------------------------- ------------------- ----------------- ----------------------------------------------------
Arthur H. Barlow Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 11/07/55 1993 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Valerie A. Brown Vice President and Since Vice President and Assistant Secretary of all the
Date of Birth: 1/24/67 Assistant Secretary 2001 DFA Entities, DFA Australia Limited, Dimensional
Fund Advisors Ltd. and since June 2003, Dimensional
Fund Advisors Canada Inc. Since March 2000, legal
counsel for Dimensional Fund Advisors Inc.
Formerly at Jones, Day, Reavis & Pogue.

-9-

------------------------- ------------------- ----------------- -----------------------------------------------------
Stephan A. Clark Vice President Since Vice President of all the DFA Entities. April 2001
Date of Birth: 8/20/72 2004 to April 2004, Portfolio Manager of Dimensional
Fund Advisors Inc. Formerly, Graduate Student at
the University of Chicago (September 2000 to March
2001); Associate of US Bancorp Piper Jaffrey
(September 1999 to September 2000) and an Analyst
and later an Associate of John Nuveen & Co. (August
1997 to September 1999).
------------------------- ------------------- ----------------- -----------------------------------------------------
Truman A. Clark Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 4/08/41 1996 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
James L. Davis Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 11/29/56 1999 Vice President DFA Australia Limited and
Dimensional Fund Advisors Ltd. Formerly at Kansas
State University, Arthur Andersen & Co. and
Phillips Petroleum Co.
------------------------- ------------------- ----------------- -----------------------------------------------------
Robert T. Deere Vice President Since Vice President of all the DFA Entities and DFA
Date of Birth: 10/08/57 1994 Australia Limited. Formerly, Vice President of
Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Robert W. Dintzner Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 3/18/70 2001 April 2001, marketing supervisor and marketing
coordinator for Dimensional Fund Advisors Inc.
Formerly, Vice President DFA Australia Limited.
------------------------- ------------------- ----------------- -----------------------------------------------------
Richard A. Eustice Vice President and Since Vice President and Assistant Secretary of all the
Date of Birth: 8/05/65 Assistant Secretary 1998 DFA Entities and DFA Australia Limited. Formerly,
Vice President of Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Eugene F. Fama, Jr. Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 1/21/61 1993 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Robert M. Fezekas Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 10/28/70 2001 December 2001, Portfolio Manager of Dimensional
Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Damon S. Fisher Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 8/2/68 2004 April 2004, institutional client service
representative of Dimensional Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Gretchen A. Flicker Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 6/9/71 2004 April 2004, institutional client service
representative of Dimensional Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Glenn S. Freed Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 11/24/61 2001 Professor and Associate Dean of the Leventhal
School of Accounting (September 1998 to August
2001) and Academic Director Master of Business
Taxation Program (June 1996 to August 2001) at the
University of Southern California Marshall School
of Business.
------------------------- ------------------- ----------------- -----------------------------------------------------
Henry F. Gray Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 9/22/67 2000 July 2000, Portfolio Manager of Dimensional Fund
Advisors Inc. Formerly, Vice President of DFA
Australia Limited.
------------------------- ------------------- ---------- -----------------------------------------------------
Kamyab Hashemi-Nejad Vice President, Since Vice President, Controller and Assistant Treasurer
Date of Birth: 1/22/61 Controller and 1997 of all the DFA Entities, DFA Australia Limited and
Assistant Treasurer Dimensional Fund Advisors Ltd. Formerly, Assistant
Secretary of Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Christine W. Ho Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 11/29/67 2004 April 2004, Assistant Controller of Dimensional
Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Jeff J. Jeon Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 11/11/73 2004 April 2004, counsel of Dimensional Fund Advisors
Inc. Formerly, an Associate at Gibson, Dunn &
Crutcher LLP (September 1997 to August 2001).

-10-

------------------------- ------------------- ----------------- -----------------------------------------------------
Patrick Keating Vice President Since Vice President of all the DFA Entities and
Date of Birth: 12/21/54 2003 Dimensional Fund Advisors Canada Inc. (since June
2003). Formerly, Director, President and Chief
Executive Officer, Assante Asset Management Inc.
(October 2000 to December 2002); Director, Assante
Capital Management (October 2000 to December 2002);
President and Chief Executive Officer, Assante
Capital Management (October 2000 to April 2001);
Executive Vice President, Assante Corporation (May
2001 to December 2002); Director, Assante Asset
Management Ltd. (September 1997 to December 2002);
President and Chief Executive Officer, Assante
Asset Management Ltd. (September 1998 to May 2001);
Executive Vice President, Loring Ward (financial
services company) (January 1996 to September 1998).
------------------------- ------------------- ----------------- -----------------------------------------------------
Joseph F. Kolerich Vice President Since Vice President of all the DFA Entities. From April
Date of Birth: 11/7/71 2004 2001 to April 2004, Portfolio Manager for
Dimensional Fund Advisors Inc. Formerly, a trader
at Lincoln Capital Fixed Income Management
(formerly Lincoln Capital Management Company).
------------------------- ------------------- ----------------- -----------------------------------------------------
Heather H. Mathews Vice President Since Vice President of all the DFA Entities and
Date of Birth: 12/12/69 2004 Dimensional Fund Advisors Ltd. Prior to April
2004, Portfolio Manager for Dimensional Fund
Advisors Inc. Formerly, Graduate Student at
Harvard University (August 1998 to June 2000).
------------------------- ------------------- ----------------- -----------------------------------------------------
David M. New Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 02/09/60 2003 Client Service Manager of Dimensional Fund Advisors
Inc. Formerly, Director of Research, Wurts and
Associates (investment consulting firm) (December
2000 to June 2002); and President, Kobe Investment
Research (August 1999 to November 2000).
------------------------- ------------------- ----------------- -----------------------------------------------------
Catherine L. Newell Vice President and Vice Vice President and Secretary of all the DFA
Date of Birth: 5/07/64 Secretary President Entities. Vice President and Assistant Secretary
since of DFA Australia Limited. Director, Vice President
1997 and and Secretary of Dimensional Fund Advisors Ltd.
Secretary (since February 2002, April 1997 and May 2002,
since respectively). Vice President and Secretary of
2000 Dimensional Fund Advisors Canada Inc. (since June
2003). Director of Dimensional Funds plc (since
January 2002). Formerly, Assistant Secretary of
all DFA Entities and Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
David A. Plecha Vice President Since Vice President of all the DFA Entities, DFA
Date of Birth: 10/26/61 1993 Australia Limited and Dimensional Fund Advisors Ltd.
------------------------- ------------------- ----------------- -----------------------------------------------------
Eduardo A. Repetto Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 1/28/67 2002 Research Associate for Dimensional Fund Advisors
Inc. (June 2000 to April 2002). Formerly, Research
scientist (August 1998 to June 2000), California
Institute of Technology.
------------------------- ------------------- ----------------- -----------------------------------------------------
Michael T. Scardina Vice President, Since Vice President, Chief Financial Officer and
Date of Birth: 10/12/55 Chief Financial 1993 Treasurer of all the DFA Entities, DFA Australia
Officer and Limited, Dimensional Fund Advisors Ltd. and since
Treasurer June 2003, Dimensional Fund Advisors Canada Inc.
Director of Dimensional Fund Advisors Ltd. (since
February 2002) and Dimensional Funds plc (since
January 2002).
------------------------- ------------------- ----------------- -----------------------------------------------------
David E. Schneider Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 1/26/46 2001 2001, Regional Director of Dimensional Fund
Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
John C. Siciliano Vice President Since Vice President of all the DFA Entities. Currently,
Date of Birth: 8/24/54 2001 Director of Global Institutional Services of
Dimensional Fund Advisors Inc. Director of
Dimensional Fund Advisors Ltd. (since May 2001).
Formerly, Vice President of DFA Australia Limited.
Formerly, Director of Dimensional Funds plc.
Formerly, Managing Principal, Payden & Rygel
Investment Counsel (April 1998 to December 2000).
------------------------- ------------------- ----------------- -----------------------------------------------------
Jeanne C. Sinquefield, Ph Executive Vice Since Executive Vice President of all the DFA Entities
Date of Birth: 12/02/46 President 1988 and DFA Australia Limited. Vice President
(formerly, Executive Vice President) of Dimensional
Fund Advisors Ltd. (since January 2003) and
Dimensional Fund Advisors Canada Inc. (since June
2003).

-11-

------------------------- ------------------- ----------------- -----------------------------------------------------
Grady M. Smith Vice President Since Vice President of all the DFA Entities. From August
Date of Birth: 5/26/56 2004 2001 to April 2004, Portfolio Manager of
Dimensional Fund Advisors Inc. Formerly, Principal
of William M. Mercer, Incorporated (July 1995 to
June 2001).
------------------------- ------------------- ----------------- -----------------------------------------------------
Carl G. Snyder Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 6/08/63 2000 July 2000, Portfolio Manager of Dimensional Fund
Advisors Inc. Formerly, Vice President of DFA
Australia Limited.
------------------------- ------------------- ----------------- -----------------------------------------------------
Lawrence R. Spieth Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 11/10/47 2004 April 2004, institutional client service
representative of Dimensional Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Bradley G. Steiman Vice President Since Vice President of all the DFA Entities and
Date of Birth: 3/25/73 2004 Dimensional Funds Canada Inc. (since June 2003).
Prior to April 2002, Regional Director of
Dimensional Fund Advisors Inc. Formerly, Vice
President and General Manager of Assante Global
Advisors (July 2000 to April 2002); Vice President
of Assante Asset Management Inc. (March 2000 to
July 2000); and Private Client Manager at Loring
Ward Investment Counsel Ltd. (June 1997 to February
2002).
------------------------- ------------------- ----------------- -----------------------------------------------------
Karen Umland Vice President Since Vice President of all the DFA Entities, DFA
Date of Birth: 3/10/66 1997 Australia Limited, Dimensional Fund Advisors Ltd.
and since June 2003, Dimensional Fund Advisors
Canada Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Carol W. Wardlaw Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 8/7/58 2004 April 2004, institutional client service
representative of Dimensional Fund Advisors Inc.
------------------------- ------------------- ----------------- -----------------------------------------------------
Weston J. Wellington Vice President Since Vice President of all the DFA Entities. Formerly,
Date of Birth: 3/01/51 1997 Vice President of DFA Australia Limited.
------------------------- ------------------- ----------------- -----------------------------------------------------
Daniel M. Wheeler Vice President Since Vice President of all the DFA Entities. Prior to
Date of Birth: 3/03/45 2001 2001 and currently, Director of Global Financial
Advisor Services of Dimensional Fund Advisors Inc.
Director of Dimensional Fund Advisors Ltd. (since
October 2003) and President of Dimensional Fund
Advisors Canada Inc. (since June 2003).
------------------------- ------------------- ----------------- -----------------------------------------------------

/1/ Each officer holds office for an indefinite term at the pleasure of the
Boards of Directors and until his or her successor is elected and
qualified.

* Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

Because Class R shares have not been offered prior to the date of this SAI,
Directors and officers as a group own less than 1% of the Portfolio's
outstanding Class R shares.

SERVICES TO THE FUND

Administrative Services

The Fund has entered into an administration agreement with the Advisor on
behalf of the Portfolio. Pursuant to the administration agreement, the Advisor
performs various services, including: supervision of the services provided by
the Portfolio's custodian and dividend disbursing agent and others who provide
services to the Fund for the benefit of the Portfolio; assisting the Fund to
comply with the provisions of federal, state, local and foreign securities, tax
and other laws applicable to the Portfolio; providing shareholders with
information about the Portfolio and their investments as they or the Fund may
request; assisting the Fund to conduct meetings of shareholders; furnishing
information as the Board of Directors may require regarding the Master Fund; and
any other administrative services for the benefit of the Portfolio as the Board
of Directors may reasonably request. The Advisor also provides the Fund with
office space and personnel. The Portfolio is obligated to pay the Advisor a
monthly fee equal to one-twelfth of 0.30% of the Portfolio's average net assets
for administrative services. Each class of shares of the Portfolio pays its
proportionate share of the fees paid to the Advisor based on the average net
assets of the classes. For the fiscal years ended November 30, 2003, 2002, and
2001, the Portfolio paid administrative fees to the Advisor of $9,508, $8,896
and $8,885, respectively.

-12-

PFPC Inc. ("PFPC"), 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolio and the Master Fund. The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services. PFPC's charges
for its services to feeder portfolios are based on the number of feeder
portfolios investing in each Master Fund and whether the Master Fund is
organized to be taxed as a corporation or partnership for tax purposes. PFPC's
charges are allocated amongst the feeders based on the relative net assets of
the feeders. The Portfolio invests in a Master Fund that is taxed as a
corporation. PFPC's charges in the aggregate to a group of feeder portfolios
investing in Master Funds which are taxed as corporations are $1,000 per month
multiplied by the number of feeder portfolios.

Shareholder Services

An amount equal to 0.25% of the average net assets of the Portfolio's Class
R shares may be used to compensate service agents that provide shareholder
servicing, record keeping, account maintenance and other services to
shareholders of the Portfolio's Class R shares.

Custodian

PFPC Trust Company, 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for the Portfolio and the Master Fund. The custodian maintains a
separate account or accounts for the Portfolio and Master Fund; receives, holds
and releases portfolio securities on account of the Portfolio and Master Fund;
makes receipts and disbursements of money on behalf of the Portfolio and Master
Fund; and collects and receives income and other payments and distributions on
account of the Portfolio's and Master Fund's portfolio securities.

Distributor

The Fund's shares are distributed by DFA Securities Inc. ("DFAS"), a
wholly-owned subsidiary of the Advisor. DFAS is registered as a limited purpose
broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. The principal business address
of DFAS is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

DFAS acts as an agent of the Fund by serving as the principal underwriter
of the Fund's shares. Pursuant to the Distribution Agreement with the Fund, DFAS
uses its best efforts to seek or arrange for the sale of shares of the Fund,
which are continuously offered. No sales charges are paid by investors or the
Fund. No compensation is paid by the Fund to DFAS under the Distribution
Agreement.

Legal Counsel

Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.
Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.

Independent Certified Public Accountants

PricewaterhouseCoopers LLP are the independent certified public accountants
to the Fund and audit the annual financial statements of the Fund. Their address
is 200 East Las Olas Boulevard, Suite 1700, Ft. Lauderdale, FL 33301.

ADVISORY FEES

David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor. For the services it provides as investment
advisor to the Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund. For the fiscal years ended
November 30, 2003, 2002, and 2001, the Master Fund paid advisory fees of
$6,735,000, $6,344,000, and $6,132,000, respectively. The Master Fund has more
than one

-13-

investor; this dollar amount represents the total dollar amount of advisory fees
paid by the Master Fund to the Advisor.

In approving the continuation of the advisory agreement for the Master
Fund, the Board of Trustees, including those Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust or the Advisor (the
"Disinterested Trustees"), considered a number of factors, including: (i) the
nature, extent and quality of services provided by the Advisor to the Master
Fund; (ii) the fees and expenses borne by the Master Fund; and (iii) the
performance of the Master Fund relative to a selected peer group of funds. When
considering the nature and quality of the services provided by the Advisor, the
Board of Trustees reviewed the scope, depth and experience of the Advisor's
organization and the investment professionals currently providing management
services to the Master Fund. The Board of Trustees evaluated the Advisor's
portfolio management process. The Board of Trustees also considered the nature
and character of non-investment management services provided by the Advisor.
When considering the fees and expenses borne by the Master Fund, and considering
the reasonableness of the management fees paid to the Advisor in light of the
services provided to the Master Fund and any additional benefits received by the
Advisor (or its affiliates) in connection with providing such services, the
Board of Trustees compared the fees charged by the Advisor to the Master Fund to
the fees charged the funds in its peer group for comparable services, and
analyzed the expenses incurred by the Advisor with respect to the Master Fund.
The Board of Trustees also reviewed the Advisor's operations, financial
condition, and financial results in managing the Master Fund. The Board of
Trustees noted, among other things, that the Master Fund's management fees and
total expenses as a percentage of its average net assets over various periods
were highly favorable in relation to its peer group of funds. In considering the
performance of the Master Fund, the Board of Trustees compared the performance
of the Master Fund to the performance of a peer group of funds, and also
reviewed the sales and redemption activity of the Master Fund. After requesting
and reviewing such materials as it deemed necessary, and based on the
considerations described above, including the high-quality of the personnel,
financial condition, investment advisory capabilities, portfolio management
process and the performance of the Advisor with respect to the management of the
Master Fund, the Board of Trustees concluded that the management fees of the
Master Fund are fair, both absolutely and in comparison with those of other
funds in its peer group and the industry at large, the scope and quality of the
services to be provided by the Advisor to the Master Fund were consistent with
the Master Fund's operational requirements, and that shareholders have received
reasonable value in return for paying such fees and expenses. The Board of
Trustees also determined that the performance results of the Master Fund were
reasonable, as compared with relevant performance standards and appropriate
market indexes. The Board of Trustees, including the Disinterested Trustees,
therefore concluded that the continuation of the advisory agreement was in the
best interests of the Master Fund and its shareholders.

GENERAL INFORMATION

The Fund was incorporated under Maryland law on June 15, 1981. Until June
1983, the Fund was named DFA Small Company Fund Inc. The DFA Investment Trust
Company was organized as a Delaware statutory trust (a form of entity formerly
known as a business trust) on October 27, 1992. The Trust offers shares of its
series only to institutional investors in private offerings.

From September 1995 until August 1997, the Portfolio was called the U.S.
Small Cap Value Portfolio and from August 1997 to April 1, 2001it was known as
the U.S. 6-10 Value Portfolio.

CODES OF ETHICS

The Fund, the Trust, the Advisor and DFAS have adopted a Code of Ethics,
under Rule 17j-1 of the 1940 Act, for certain access persons of the Portfolio
and Master Fund. The Code is designed to ensure that access persons act in the
interest of the Portfolio and Master Fund, and their shareholders, with respect
to any personal trading of securities. Under the Code, access persons are
generally prohibited from knowingly buying or selling securities (except for
mutual funds, U.S. government securities and money market instruments) which are
being purchased, sold or considered for purchase or sale by a Portfolio or
Master Fund unless their proposed purchases are approved in advance. The Code
also contains certain reporting requirements and securities trading clearance
procedures.

-14-

SHAREHOLDER RIGHTS

The shares of the Portfolio, when issued and paid for in accordance with
the Portfolio's prospectus, will be fully paid and non-assessable shares. Each
share of common stock represents an equal proportional interest in the assets
and liabilities of the Portfolio and has identical, non-cumulative voting,
dividend, redemption liquidation and other rights and preferences as the other
class of shares of the Portfolio, except that on a matter affecting a single
class, only shares of that class of the portfolio are permitted to vote on the
matter.

With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the portfolio or class of shares which they hold, except as otherwise required
by applicable law. If liquidation of the Fund should occur, shareholders would
be entitled to receive on a per class basis the assets of the particular
Portfolio whose shares they own, as well as a proportionate share of Fund assets
not attributable to any particular Portfolio. Ordinarily, the Fund does not
intend to hold annual meetings of shareholders, except as required by the 1940
Act or other applicable law. The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting. Such meeting may be called to consider any
matter, including the removal of one or more directors. Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.

Whenever the Portfolio, as an investor in the Master Fund, is asked to vote
on a shareholder proposal, the Fund will solicit voting instructions from the
Portfolio's shareholders with respect to the proposal. The Directors of the Fund
will then vote the Portfolio's shares in the Master Fund in accordance with the
voting instructions received from the Portfolio's shareholders. The Directors of
the Fund will vote shares of the Portfolio for which they receive no voting
instructions in accordance with their best judgment.

Shareholder inquiries may be made by writing or calling the Fund at the
address or telephone number appearing on the cover of this SAI. Only those
individuals whose signatures are on file for the account in question may receive
specific account information or make changes in the account registration.

PRINCIPAL HOLDERS OF SECURITIES

Because Class R shares have not been offered prior to the date of this SAI,
no person beneficially owned 5% or more of the outstanding Class R shares of the
Portfolio.

PURCHASE OF SHARES

The following information supplements the information set forth in the
prospectus under the caption "PURCHASE OF SHARES."

The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve System is closed. However, no purchases by wire may be made on
any day that the Federal Reserve System is closed. The Fund will generally be
closed on days that the NYSE is closed. The NYSE is scheduled to be open Monday
through Friday throughout the year except for days closed to recognize New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. The Federal
Reserve System is closed on the same days as the NYSE, except that it is open on
Good Friday and closed on Columbus Day and Veterans' Day. Orders for redemptions
and purchases will not be processed if the Fund is closed.

The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of the Portfolio or reject purchase orders when, in the
judgment of management, such suspension or rejection is in the best interest of
the Fund or the Portfolio.

The Fund or its transfer agent may from time to time appoint a sub-transfer
agent, such as a broker, for the receipt of purchase and redemption orders and
funds from certain investors. With respect to purchases and redemptions through
a sub-transfer agent, the Fund will be deemed to have received a purchase or
redemption order

-15-

when the sub-transfer agent receives the order. Shares of a Portfolio will be
priced at the public offering price next calculated after receipt of the
purchase or redemption order by the sub-transfer agent.

Reimbursement fess may be charged prospectively from time to time based
upon the future experience of the Portfolio, which is currently sold at net
asset value. Any such charges will be described in the prospectus.

REDEMPTION OF SHARES

The following information supplements the information set forth in the
prospectus under the caption "REDEMPTION OF SHARES."

The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the 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 Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (3) for such other periods as
the SEC may permit.

TAXATION OF THE PORTFOLIO

The following is a summary of some of the federal income tax consequences
that may affect the Portfolio. Unless your investment in a Portfolio is through
a retirement plan, you should consider the tax implications of investing and
consult your own tax adviser. The tax consequences described below may be
affected by special rules because the Portfolio invests substantially all of its
assets in the Master Fund, which is taxable as a corporation. These rules could
affect the amount, timing and character of income distributed to shareholders of
the Portfolio.

Distribution of Net Income

The Portfolio receives income generally in the form of its shares of
dividends earned by the Master Fund on its investments. This income, less
expenses incurred in the operation of the Portfolio, constitute its net
investment income from which dividends may be paid to its shareholders. Any
distributions by the Portfolio from such income (other than qualified dividends)
will be taxable to a shareholder as ordinary income, whether they are received
in cash or in additional shares. A portion of the income dividends paid to
shareholders may be qualified dividends eligible to be taxed at reduced rates.

Distributions of Qualified Dividend Income

Under the 2003 Tax Act, dividends earned on the following income sources
will be subject to a maximum rate of tax of 15% for individuals (5% for
individuals in the 10% and 15% federal rate bracket):

o dividends paid by domestic corporations, and

o dividends paid by qualified foreign corporations, including:

- corporations incorporated in a possession of the U.S.,

- corporations eligible for benefits of a comprehensive income tax
treaty with the United States that the Treasury Department
determines is satisfactory (including an exchange of information
program), and

- corporations whose stock is readily tradable on an established
securities market in the United States.

For individuals in the 10% and 15% tax brackets, the rate for qualified
dividends received in calendar year 2008 is further reduced from 5% to 0%.

-16-

Dividends from corporations exempt from tax, dividends from foreign
personal holding companies, foreign investment companies and passive foreign
investment companies (PFICs), and dividends paid from interest earned by a
Master Fund on debt securities generally will not qualify for this favorable tax
treatment.

Both the Portfolio's corresponding Master Fund and the investors must each
separately meet certain holding period requirements to qualify Portfolio
dividends for this treatment. Specifically, the Master Fund must hold the stock
for at least 61 days during the 120-day period beginning 60 days before the
stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares
for at least 61 days during the 120-day period beginning 60 days before the
Portfolio distribution goes ex-dividend. The ex-dividend date is the first date
following the declaration of a dividend on which the purchaser of stock is not
entitled to receive the dividend payment. When counting the number of days you
held your Portfolio shares, include the day you sold your shares but not the day
you acquired these shares. Under technical correction legislation introduced in
the U.S. Congress in December 2003, a proposal has been made to extend the
120-day period to 121 days. If this provision becomes law, it will allow
shareholders who purchase their shares on the day before the ex-dividend date
and hold their shares for 61 or more days to report their dividends as qualified
dividends on their individual income tax returns.

While the income received in the form of a qualified dividend is taxed at
the same rates as long-term capital gains, such income will not be considered as
a long-term capital gain for other federal income tax purposes. For example, you
will not be allowed to offset your long-term capital losses against qualified
dividend income on your federal income tax return. Any qualified dividend income
that you elect to be taxed at these reduced rates also cannot be used as
investment income in determining your allowable investment interest expense. For
other limitations on the amount of or use of qualified dividend income on your
income tax return, please contact your personal tax advisor.

After the close of its fiscal year, the Portfolio will designate the
portion of its ordinary dividend income that is from qualified sources. If 95%
or more of the Portfolio's income is from qualified sources, it will be allowed
to designate 100% of its ordinary income distributions as qualified dividend
income. This designation rule may have the effect of converting small amounts of
ordinary income or net short-term capital gains, that otherwise would be taxable
as ordinary income, into qualified dividend income eligible for taxation at
reduced rates.

Distribution of Capital Gain

The Master Fund may derive capital gains and losses in connection with
sales or other dispositions of its portfolio securities. Distributions from the
Master Fund's net short-term capital gain will be taxable to the Portfolio as
ordinary income, and distributions from the Master Fund's net long-term capital
gain will be taxable to the Portfolio as long-term capital gain. Any net capital
gains realized by the Portfolio generally are distributed once each year, and
may be distributed more frequently, if necessary, to reduce or eliminate excise
or income taxes on the Fund. These distributions will not be taxable to 401(k)
plans or other exempt shareholders.

Capital gain dividends and any net long-term capital gains you realize from
the sale of Portfolio shares are subject to a maximum rate of tax of 15% for
individuals (5% for individuals in the 10% and 15% federal income tax brackets).
For individuals in the 10% and 15% tax brackets, the rate for net long-term
capital gains realized in calendar year 2008 is further reduced from 5% to 0%.

Sunsetting of Provisions

The special provisions of the 2003 Tax Act dealing with reduced rates of
taxation for qualified dividends and net long-term capital gains are scheduled
to sunset on December 31, 2008, unless extended or made permanent before that
date. If these rules do sunset, the prior rates of taxation of dividends (as
ordinary income) under the 2001 Tax Act will again apply for 2009 and 2010, and
will then sunset and be replaced (unless these provisions are extended or made
permanent) with income tax rates and provisions in effect prior to the effective
date of the 2001 Tax Act. If the 2003 Tax Act changes do sunset in 2008, the
rules on taxation of capital gains that were in effect prior to the 2003 Tax
Act, including provisions for the taxation of five-year gains, will again be
effective for 2009 and later years.

-17-

Election to be Taxed as a Regulated Investment Company

The Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code (the "Code"). As a regulated
investment company, the Portfolio generally pays no federal income tax on the
income and gains it distributes to its shareholders. The Board reserves the
right not to maintain the qualification of the Portfolio as a regulated
investment company, if it determines such course of action to be beneficial to
shareholders. In such case, the Portfolio will be subject to federal, and
possibly state, corporate taxes on its taxable income and gains, and
distributions to shareholders will be taxed as dividend income to the extent of
the Portfolio's earnings and profits.

Excise Tax Distribution Requirement

To avoid federal excise taxes, the Code requires the Portfolio to
distribute to you by December 31 of each year, at a minimum, the following
amounts:

o 98% of its taxable ordinary income earned during the calendar year;
o 98% of its capital gain net income earned during the twelve month period
ending October 31; and
o 100% of any undistributed amounts of these categories of income or gain
from the prior year.

The Portfolio intends to declare and pay these distributions in December
(or to pay them in January, in which case you must treat them as received in
December), but can give no assurances that its distributions will be sufficient
to eliminate all taxes.

Dividends-Received Deduction for Corporations

Dividends from net investment income generally will qualify in part for the
corporate dividends-received deduction, but the portion of dividends so
qualified depends primarily on the aggregate qualifying dividend income received
by the Portfolio from domestic (U.S.) sources. Dividends derived by the Master
Fund may not qualify for the corporate dividends-received deduction because of
certain timing rules, hedging activities, or debt financing activities at the
level of the Master Fund, the Portfolio, or the corporate shareholder, the
requisite holding period of the dividend-paying stock is not met.

Limitation on Deductibility of Losses

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

Redemption of Portfolio Shares

For shareholders subject to tax, redemptions and exchanges of Portfolio
shares are taxable transactions for federal and state income tax purposes that
cause a shareholder to recognize a gain or loss. If a shareholder holds his
shares as a capital asset, the gain or loss that he realizes will be capital
gain or loss.

Any loss incurred on the redemption or exchange of shares held for six
months or less will be treated as a long-term capital loss to the extent of any
long-term capital gains distributed to the shareholder by the Portfolio on those
shares. All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of

-18-

dividends or otherwise) within 30 days before or after the share redemption. Any
loss disallowed under these rules will be added to the shareholder's tax basis
in the new shares purchased by the shareholder.

U.S. Government Obligations

To the extent the Master Fund invests in certain U.S. Government
obligations, dividends received by the Portfolio from this interest income and
distributed to shareholders will not be exempt from state or local personal
income taxes by virtue of the federal income status of the Master Fund as a
corporation for federal income tax purposes.

Complex Securities

The Master Fund may invest in complex securities and such investments may
be subject to numerous special and complicated tax rules. These rules could
affect whether gains or losses recognized by the Master Fund are treated as
ordinary income or capital gain, accelerate the recognition of income to the
Master Fund or defer the Master Fund's ability to recognize losses. In turn,
these rules may affect the amount, timing or character of the income distributed
to a shareholder by the Portfolio.

Securities Lending

The Master Fund's entry into securities lending transactions may cause the
replacement income earned on the loaned securities to fall outside of the
definition of qualified dividend income. This replacement income generally will
not be eligible for reduced rates of taxation on qualified dividend income.

Information on the Tax Character of Distributions

The Portfolio will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year. Shareholders who have not held shares of the
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.

PROXY VOTING POLICIES

The Board of Directors of the Fund and the Board of Trustees of the Trust
have delegated the authority to vote proxies for the portfolio securities held
by the Portfolio and Master Fund to the Advisor in accordance with the Proxy
Voting Policies and Procedures (the "Voting Policies") and Proxy Voting
Guidelines ("Voting Guidelines") adopted by the Advisor.

The Investment Committee at the Advisor is generally responsible for
overseeing the Advisor's proxy voting process. The Investment Committee may
designate one or more of its members to oversee specific, on-going compliance
with respect to the Voting Policies and may designate other personnel of the
Advisor to vote proxies on behalf of the Portfolio and Master Fund, including
all authorized traders of the Advisor.

The Advisor votes proxies in a manner consistent with the best interests of
the Portfolio and Master Fund. Generally, the Advisor analyzes proxy statements
on behalf of the Portfolio and Master Fund in accordance with the Voting
Policies and the Voting Guidelines. Most proxies that the Advisor receives will
be voted in accordance with the predetermined Voting Guidelines. Since nearly
all proxies are voted in accordance with the Voting Guidelines, it normally will
not be necessary for the Advisor to make an actual determination of how to vote
a particular proxy, thereby largely eliminating conflicts of interest for the
Advisor during the proxy voting process. However, the Proxy Policies do address
the procedures to be followed if a conflict of interest arises between the
interests of the Portfolios or the Master Funds, and the interests of the
Advisor or its affiliates. If an Investment Committee member has actual
knowledge of a conflict of interest and recommends a vote contrary to the Voting
Guidelines, the Advisor, prior to voting, will fully disclose the conflict to an
Independent Director/Trustee of the applicable

-19-

Portfolio's or Master Fund's Board of Directors/Trustees and vote the proxy in
accordance with the direction of such Independent Director/Trustee.

The Voting Guidelines summarize the Advisor's positions on various issues
and give a general indication as to how the Advisor will vote proxies on each
issue. The Advisor will usually vote proxies in accordance with the Voting
Guidelines. However, the Advisor reserves the right to vote certain issues
counter to the Voting Guidelines if, after a review of the matter (which
analysis will be documented in writing), the Advisor believes that a Portfolio's
or an Underlying Fund's best interests would be served by such vote. To the
extent that the Voting Guidelines do not address a potential voting issue, the
Advisor will vote on such issue in a manner that is consistent with the spirit
of the Voting Guidelines and that the Advisor believes would be in the best
interest of the Portfolio or Underlying Fund. Pursuant to the Voting Guidelines,
the Advisor generally votes for --- matters such as: (i) routine business
decisions (such as stock splits, name changes and setting the number of
directors); (ii) reverse anti-takeover amendments; (iii) auditors; (iv)
directors; (v) proposals establishing or increasing indemnification of
directors; (vi) proposals eliminating or reducing director's liability; (vii)
equal access to the proxy; (viii) the right to act by written consent of
shareholders and to hold special meetings of shareholders; (ix) the separation
of audit and consulting responsibilities; and (x) confidential voting. As
provided in the Voting Guidelines, the Advisor generally votes against matters
such as: (i) anti-takeover ------- measures (such as reincorporation to
facilitate a takeover defense, adoption of fair price amendments, institution of
classified boards of directors, elimination of cumulative voting and creation of
super majority provisions); (ii) the issuance of a new class of stock with
unequal voting rights; and (iii) blank check preferred stock proposals. The
Voting Guidelines also provide that the Advisor will generally consider on an
individual basis such proposals as: (i) increasing authorized common stock; (ii)
establishing or increasing a stock option plan or other employee compensation
plan; (iii) approving a reorganization or merger; (iv) approving a proposal by a
dissident shareholder in a proxy battle; and (v) issues related to independent
directors.

Under certain circumstances, the Advisor may not be able to vote proxies or
the Advisor may find that the expected economic costs from voting outweigh the
benefits associated with voting. Generally, the Advisor does not vote proxies on
foreign securities due to local restrictions, customs or anticipated expenses.

Copies of the proxy voting records of the Portfolio and Master Fund will be
available without charge, upon request, by calling collect: (310) 395-8005 and
posted on the Commission's website at http://www.sec.gov no later than August
31, 2004 and will reflect the twelve-month period beginning July 1, 2003 and
ending June 30, 2004.

Disclosure OF Portfolio Holdings

The Fund may make available at month-end certain information regarding the
securities holdings of the Portfolio and Master Fund ("Holdings Information").
The Holdings Information may be posted each month on the Fund's website,
www.dfaus.com, with a one-month time lag. Holdings Information also may be
provided to third-party data vendors, upon request. The Fund may provide more
current Holdings Information only to those financial advisors, clients,
authorized consultants or authorized custodians who specifically request the
more current Holdings Information and who execute a use and non-disclosure
agreement, with such terms as are required from time to time by applicable rules
and regulations and the Advisor.

FINANCIAL STATEMENTS

PricewaterhouseCoopers LLP, 200 East Las Olas Boulevard, Suite 1700, Ft.
Lauderdale, FL 33301, are the Fund's independent certified public accountants.
They audit the Fund's annual financial statements. The audited financial
statements and financial highlights of the Portfolio for the fiscal year ended
November 30, 2003, as set forth in the Fund's annual report to shareholders,
including the report of PricewaterhouseCoopers LLP, are incorporated by
reference into this SAI.

-20-

The audited financial statements of the Master Fund for the fiscal year
ended November 30, 2003, as set forth in the Trust's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.

A shareholder may obtain a copy of the reports upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this SAI.

PERFORMANCE DATA

The Portfolio may compare its investment performance to appropriate market
and mutual fund indices and investments for which reliable performance data is
available. Such indices are generally unmanaged and are prepared by entities and
organizations which track the performance of investment companies or investment
advisors. Unmanaged indices often do not reflect deductions for administrative
and management costs and expenses. The performance of the Portfolio may also be
compared in publications to averages, performance rankings, or other information
prepared by recognized mutual fund statistical services. Any performance
information, whether related to the Portfolio or to the Advisor, should be
considered in light of the Portfolio's investment objectives and policies,
characteristics and the quality of the portfolio and market conditions during
the time period indicated and should not be considered to be representative of
what may be achieved in the future.

-21

DFA INVESTMENT DIMENSIONS GROUP INC. (71/72)

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Articles of Incorporation.

(1) Articles of Restatement effective August 11, 2003 as filed with the
Maryland Secretary of State on August 11, 2003.

Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 69/70 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 29, 2004.

(2) Form of Articles Supplementary to be filed with the Maryland Secretary
of State re: the addition of the:
* Class R Shares of U.S. Small Cap Value Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.a.2.

(b) By-Laws.

Amended and Restated By-Laws of the Registrant.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 69/70 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 29, 2004.

(1) See Articles Fifth, Sixth, Eighth and Thirteenth of the Registrant's
Articles of Restatement dated August 11, 2003.

(2) See Article II of the Registrant's Amended and Restated By-Laws.

(d) Investment Advisory Agreement.
(1) Investment Management Agreements.
(a) Form of Investment Advisory Agreement between the Registrant and
Dimensional Fund Advisors Inc. ("DFA") dated May 13, 1987 re:
the:
* DFA Five-Year Government Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 48/49 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.

(b) Investment Advisory Agreement between the Registrant and DFA
dated April 26, 1994 re: the:
* VA Global Bond Portfolio (formerly the DFA Global Fixed Income
Portfolio and the DFA Global Bond Portfolio)
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 48/49 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.

(c) Investment Advisory Agreement between the Registrant and DFA
dated September 24, 1990 re: the:
* DFA Intermediate Government Fixed Income Portfolio (formerly the DFA
Intermediate Government Bond Portfolio)
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 48/49 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 1998.

(d) Investment Advisory Agreement between the Registrant and DFA
dated April 2, 1991 re: the:
* Large Cap International Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(e) Investment Advisory Agreement between the Registrant and DFA
dated September 21, 1992.
* DFA Real Estate Securities Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(f) Investment Advisory Agreement between the Registrant and DFA
dated December 20, 1994 re: the:
* DFA International Small Cap Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(g) Investment Advisory Agreement between the Registrant and DFA
dated September 8, 1995 re: the:
* VA Large Value Portfolio (formerly known as the DFA Global Value
Portfolio)
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(h) Investment Advisory Agreement between the Registrant and DFA
dated September 8, 1995 re: the:
* VA Small Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(i) Investment Advisory Agreement between the Registrant and DFA
dated September 8, 1995 re: the:
* VA International Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(j) Investment Advisory Agreement between the Registrant and DFA
dated September 8, 1995 re: the:
* VA International Small Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(k) Investment Advisory Agreement between the Registrant and DFA
dated September 8, 1995 re: the:
* VA Short-Term Fixed Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(l) Investment Advisory Agreement between the Registrant and DFA
dated August 8, 1996 re: the:
* International Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(m) Investment Advisory Agreement between the Registrant and DFA
dated December 7, 1998 re: the:
* Tax-Managed U.S. Small Cap Value Portfolio (formerly Tax-Managed U.S.
5-10 Value Portfolio);
* Tax-Managed U.S. Small Cap Portfolio (formerly Tax-Managed U.S. 6-10
Small Company Portfolio); and
* Tax-Managed DFA International Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Addendum Number One re: the reflection of the following name
changes:

* Tax-Managed U.S. 5-10 Value Portfolio to the Tax-Managed
U.S. Small Cap Value Portfolio
* Tax-Managed U.S. 6-10 Small Company Portfolio to the
Tax-Managed U.S. Small Cap Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(n) Investment Advisory Agreement between the Registrant and DFA
dated July 30, 2002 re: the:
* DFA Short-Term Municipal Bond Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(2) Sub-advisory Agreements.

(a) Sub-Advisory Agreement between the Registrant, DFA and DFA
Australia Ltd. (formerly DFA Australia Pty Limited) dated
September 21, 1995 re: the:
* VA International Small Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 37/38 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(b) Sub-Advisory Agreement between the Registrant, DFA and Dimensional
Fund Advisors Ltd. dated September 21, 1995 re: the:
* VA International Small Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 37/38 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(c) Form of Consultant Services Agreement between DFA and DFA Australia
Ltd. (formerly DFA Australia Pty Limited)
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 55/56 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.

(d) Form of Consultant Services Agreement between DFA and Dimensional Fund
Advisors Ltd.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 55/56 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 1999.

(e) Underwriting Contracts.

(1) Amended and Restated Distribution Agreement between the
Registrant and DFA Securities Inc. dated December 19, 2003.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(f) Bonus or Profit Sharing Plans.
Not Applicable.

(g) Custodian Agreements.

(1) Custodian Agreement between the Registrant and PNC Bank, N.A.
(formerly Provident National Bank) dated June 19, 1989 re: the:

* Enhanced U.S. Large Company Portfolio;
* DFA Two-Year Corporate Fixed Income Portfolio; and
* DFA Two-Year Government Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 37/38 to Registration Statement of the
Registrant on form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(2) Form of Custodian Agreement between the Registrant and PNC Bank,
N.A. (formerly Provident National Bank) re: the:
* U.S. 9-10 Small Company Portfolio;
* U.S. Large Company Portfolio;
* DFA One-Year Fixed Income Portfolio;
* DFA Intermediate Government Fixed Income Portfolio (formerly known as the DFA
Intermediate Government Bond Portfolio; and
* DFA Five-Year Government Portfolio
Previously filed with this registration statement and incorporated herein by reference.

(a) Addendum Number One
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(b) Addendum Number Two re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio X;
* Tax-Managed U.S. 5-10 Value Portfolio X;
* Tax-Managed U.S. 6-10 Small Company Portfolio X; and
* Tax-Managed DFA International Value Portfolio X
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(c) Addendum Number Three re: the addition of:
* LD U.S. Large Company Portfolio;
* HD U.S. Large Company Portfolio;
* LD U.S. Marketwide Value Portfolio; and
* HD U.S. Marketwide Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(d) Addendum Number Four re: the reflection of the following
name change:
* RWB/DFA International High Book to Market Portfolio to the AAM/DFA
International High Book to Market Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 59/60 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 26, 2001.

(e) Addendum Number Five re: the reflection of the following
name changes:
* U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio
* U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio
* U.S. 4-10 Value Portfolio to U.S. Small XM Value Portfolio
* U.S. 6-10 Value Portfolio to U.S. Small Cap Value Portfolio
* Tax-Managed U.S. 6-10 Small Company Portfolio to Tax-Managed U.S.
Small Cap Portfolio
* Tax-Managed U.S. 5-10 Value Portfolio to Tax-Managed U.S. Small Cap
Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(f) Addendum Number Six re: the addition of the:
* Tax-Managed U.S. Marketwide Portfolio;
and the reflection of the following name changes:
* LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio
* HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 63/64 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 7, 2001.

(g) Addendum Number Seven re: the reflection of the following
name change:
* Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity
Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(h) Addendum Number Eight re: the addition of the: * DFA
Short-Term Municipal Bond Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(h) Other Material Contracts.
(1) Transfer Agency Agreement.
Transfer Agency Agreement between the Registrant and PFPC Inc.
(formerly Provident Financial Processing Corporation) dated June
19, 1989. Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 48/49 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.

* LD U.S. Large Company Portfolio;
* HD U.S. Large Company Portfolio;
* LD U.S. Marketwide Value Portfolio; and
* HD U.S. Marketwide Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(d) Addendum Number Four re: the reflection of the following
name change:

* RWB/DFA International High Book to Market Portfolio to the AAM/DFA
International High Book to Market Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 59/60 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 26, 2001.

(e) Addendum Number Five re: the reflection of the following
name changes:

* U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio
* U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio
* U.S. 4-10 Value Portfolio to U.S. Small XM Value Portfolio
* U.S. 6-10 Value Portfolio to U.S. Small Cap Value Portfolio
* Tax-Managed U.S. 6-10 Small Company Portfolio to Tax-Managed U.S.
Small Cap Portfolio
* Tax-Managed U.S. 5-10 Value Portfolio to Tax-Managed U.S. Small Cap
Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(f) Addendum Number Six re: the establishment of procedures for
the provision of pricing information to Fidelity Investments
Institutional Operations Company, Inc.

Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 63/64 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 7, 2001.

(g) Addendum Number Seven re: the addition of the:

* Tax-Managed U.S. Marketwide Portfolio
and the reflection of the following name changes:
* LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio
* HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 63/64 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 7, 2001.

(h) Addendum Number Eight re: the reflection of the following
name change:

* Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity
Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(i) Addendum Number Nine re: the addition of the:

* DFA Short-Term Municipal Bond Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(2) Administration and Accounting Agreement Administration and
Accounting Services Agreement between the Registrant and PFPC
dated June 19, 1989.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 48/49 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 20, 1998.

(f) Addendum Number Six re: the establishment of procedures for
the provision of pricing information to Fidelity Investments
Institutional Operations Company, Inc.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 63/64 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 7, 2001.

(g) Addendum Number Seven re: the addition of the:
* Tax-Managed U.S. Marketwide Portfolio
and the reflection of the following name changes:
* LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio
* HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 63/64 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 7, 2001.

(h) Addendum Number Eight re: the reflection of the following
name change:
* Tax-Managed U.S. Marketwide Portfolio to
Tax-Managed U.S. Equity Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(i) Addendum Number Nine re: the addition of the:
* DFA Short-Term Municipal Bond Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(3) Administration Agreements.
Administration Agreements between the Registrant and DFA.
(a) Dated January 6, 1993 re: the
* DFA One-Year Fixed Income
Portfolio (formerly The DFA Fixed Income Shares)

Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999

(b) Dated August 8, 1996 re: the:
* Japanese Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(c) Dated August 8, 1996 re: the
* United Kingdom Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(d) Dated August 8, 1996 re: the
* Continental Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(e) Dated December 1, 1995 re: the:
* U.S. Large Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(f) Dated August 8, 1996 re: the
* Pacific Rim Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(g) Dated January 6, 1993 re: the
* U.S. Small Cap Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Addendum Number One re: the reflection of the following name
change: * U.S. 6-10 Small Company Portfolio to U.S. Small
Cap Portfolio Incorporated herein by reference to:

-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(h) Dated January 6, 1993 re: the:
* U.S. Large Cap Value Portfolio (formerly the U.S. Large Cap High
Book-to-Market Portfolio)
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(i) Dated January 6, 1993 re: the:
* U.S. Small Cap Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Addendum Number One re: the reflection of the following name
change:
* U.S. 6-10 Value Portfolio (formerly the U.S. Small
Cap High Book to Market Portfolio) to U.S. Small Cap Value
Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(j) Dated February 8, 1996 re: the
* RWB/DFA International High Book to Market Portfolio (formerly DFA
International High Book to Market Portfolio; formerly the Reinhardt
Werba Bowen International Large Stock Portfolio)
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Addendum Number One re: the reflection of the following name
change:
* RWB/DFA International High Book to Market
Portfolio to the AAM/DFA International High Book to Market
Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 59/60 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 26, 2001.

(k) Dated March 30, 1994 re:
* Emerging Markets Portfolios
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(l) Dated February 8, 1996 re: the:
* Enhanced U.S. Large Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(m) Dated February 8, 1996 re: the
* DFA Two-Year Global Fixed Income Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(n) Dated August 8, 1996 re: the:
* International Small Company Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(o) Dated December 19, 1996 re: the:
* Emerging Markets Small Cap Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(p) Dated November 30, 1997 re: the:
* U.S. Micro Cap Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Form of Addendum Number One re: the reflection of the
following name change:
* U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 60/61 to the
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 23, 2001.

(q) Dated November 30, 1997 re: the:
* U.S. Small XM Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(1) Addendum Number One re: the reflection of the following name
change:
* U.S. 4-10 Value Portfolio to U.S. Small XM Value
Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(r) Dated November 30, 1997 re: the:
* Emerging Markets Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(s) Dated December 8, 1998 re: the:
* Tax-Managed U.S. Marketwide Value Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999.

(t) Form of Dated August 1, 2001 re: the:
* Tax-Managed U.S. Equity Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 61/62 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 18, 2001.

(1) Addendum Number One re: the reflection of the following name
change:
* Tax-Managed U.S. Marketwide Portfolio to
Tax-Managed U.S. Equity Portfolio
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 66/67 to the
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 30, 2002.

(4) Oher.
(a) Marketing Agreement dated June 29, 1994 between DFA and National
Home Life Assurance Company.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 33/34 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(b) Participation Agreement between DFA Investment Dimensions Group,
Inc., DFA, DFA Securities, Inc. and National Home Life Assurance
Company.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 33/34 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 19, 1995.

(c) Form of Client Service Agent Agreement re: the:
* RWB/DFA International High Book to Market Portfolio (formerly the DFA
International High Book to Market Portfolio and Reinhardt Werba Bowen
International Large Stock Portfolio).
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 37/38 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

(1) Addendum Number One re: the reflection of the following name
change: * RWB/DFA International High Book to Market
Portfolio to the AAM/DFA International High Book to Market
Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 59/60 to the
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 26, 2001.

(d) Amended and Restated Fee Waiver and Expense Assumption Agreement
between the Registrant and DFA. dated July 19, 2002.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 70/71 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 29, 2004.

(i) Legal Opinion.
(1) Legal Opinion of Stradley, Ronon, Stevens & Young, LLP.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 68/69 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 31, 2003

(2) Legal Opinion of Stradley, Ronon, Stevens & Young, LLP.
To be filed by Amendment.

(j) Other Opinions.

(1) Consents of PricewaterhouseCoopers
To be filed by Amendment

(k) Omitted Financial Statements.
Not applicable.

(l) Initial Capital Agreements.
Subscription Agreement under Section 14(a)(3) of the Investment
Company Act of 1940. Previously filed with this registration statement
and incorporated herein by reference.

(m) Rule 12b-1 Plans.
Not Applicable

(n) Plans pursuant to Rule 18f-3.

(1) Multiple Class Plan Pursuant to Rule 18f-3, adopted April 1,
2004, re: the:
* U.S. Small Cap Value Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.n.1.

(o) Powers-of-Attorney.

(1) Powers-of-Attorney appointing David G. Booth, Rex A. Sinquefield,
Michael T. Scardina, Catherine L. Newell and Valerie A. Brown as
attorneys-in-fact for Registrant, DFA Investment Trust Company
and Dimensional Emerging Markets Value Fund Inc. dated October
13, 2000.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 62/63 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 10, 2001.

(2) Powers-of-Attorney appointing David G. Booth, Rex A. Sinquefield,
Michael T. Scardina, Catherine L. Newell and Valerie A. Brown as
attorneys-in-fact for Registrant, DFA Investment Trust Company
and Dimensional Emerging Markets Value Fund Inc. dated January
24, 2001.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 59/60 to the Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 26, 2001.

(3) Powers-of-Attorney appointing David G. Booth, Rex A. Sinquefield,
Michael T. Scardina, Catherine L. Newell and Valerie A. Brown as
attorneys-in-fact for Registrant, DFA Investment Trust Company
and Dimensional Emerging Markets Value Fund Inc. dated December
19, 2003.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 69/70 to Registrant's Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 29, 2004.

(p) Codes of Ethics.

(1) Code of Ethics of Registrant, Adviser, Sub-Advisers and Underwriter.
Incorporated herein by reference to:
-----------------------------------
Filing: Post-Effective Amendment No. 69/70 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 29, 2004.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.
None.

ITEM 25. INDEMNIFICATION.

Reference is made to Section 1 of Article IX of the Registrant's Amended
and Restated By-Laws, which provide for indemnification, as set forth
below.

With respect to the indemnification of the Officers and Directors of
the Corporation:

(a) The Corporation shall indemnify each Officer and Director made
party to a proceeding, by reason of service in such capacity, to
the fullest extent, and in the manner provided, under Section
2-418 of the Maryland General Corporation Law: (i) unless it is
proved that the person seeking indemnification did not meet the
standard of conduct set forth in subsection (b)(1) of such
section; and (ii) provided, that the Corporation shall not
indemnify any officer or Director for any liability to the
Corporation or its security holders arising from the willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such person's office.

(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each Officer and
Director against reasonable expenses incurred in connection with
the successful defense of any proceeding to which such Officer or
Director is a party by reason of service in such capacity.

(c) The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each Officer and Director who is
made party to a proceeding by reason of service in such capacity
the reasonable expenses incurred by such person in connection
therewith.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.

(a) Dimensional Fund Advisors Inc., with a principal place of business
located at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401, the
investment manager for the Registrant, is also the investment manager
for three other registered open-end investment companies, The DFA
Investment Trust Company, Dimensional Emerging Markets Value Fund Inc.
and Dimensional Investment Group Inc. The Advisor also serves as
sub-advisor for certain other registered investment companies.

The Advisor is engaged in the business of providing investment advice
primarily to institutional investors. For additional information,
please see "Management of the Fund" in PART A and "Directors and
Officers" in PART B of this Registration Statement.

Additional information as to the Advisor and the directors and
officers of the Advisor is included in the Advisor's Form ADV filed
with the Commission (File No. 801-16283), which is incorporated herein
by reference and sets forth the officers and directors of the Advisor
and information as to any business, profession, vocation or employment
or a substantial nature engaged in by those officers and directors
during the past two years.

(b) The Sub-Advisor for the VA International Small Portfolio of the
Registrant is Dimensional Fund Advisors Ltd. ("DFAL"). DFAL has its
principal place of business is 14 Berkeley Street, London W1X 5AD,
England. Additional information as to the DFAL and the directors and
officers of DFAL is included in the DFAL's Form ADV filed with the
Commission (File No. 801-40136), which is incorporated herein by
reference and sets forth the officers and directors of DFAL and
information as to any business, profession, vocation or employment or
a substantial nature engaged in by those officers and directors during
the past two years.

(c) The Sub-Advisor for the VA International Small Portfolio of the
Registrant is DFA Australia Limited ("DFA Australia"). DFA has its
principal placed of business is Suite 4403 Gateway, 1 MacQuarie Place,
Sydney, New South Wales 2000, Australia. Additional information as to
DFA Australia and the directors and officers of DFA Australia is
included in DFA Australia's Form ADV filed with the Commission (File
No. 801-48036), which is incorporated herein by reference and sets
forth the officers and directors of DFA Australia and information as
to any business, profession, vocation or employment or a substantial
nature engaged in by those officers and directors during the past two
years.

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) DFA Securities Inc., ("DFAS") is the principal underwriter for the
Registrant. DFAS also serves as principal underwriter for The DFA
Investment Trust Company, Dimensional Emerging Markets Value Fund Inc.
and Dimensional Investment Group Inc.

(b) The following tables sets forth information as to the Distributor's
Directors, Officers, Partners and Control Persons:

Name and Principal Positions and Offices with Positions and Offices with
Business Address Underwriter Fund
---------------------------------- -------------------------------- -------------------------------

David G. Booth Chairman, Director, President, Chairman, Director/Trustee,
1299 Ocean Avenue Chief Executive Officer and President, Chief Executive
Santa Monica, CA 90401 Chief Investment Officer Officer and Chief Investment
Officer

Rex A. Sinquefield Chairman and Director Chairman and Director/Trustee
1299 Ocean Avenue
Santa Monica, CA 90401

Eugene F. Fama Sr. Director None
Graduate School of Business
University of Chicago
1101 East 58th Street
Chicago, IL 60637

John A. McQuown Director None
c/o KMV Corporation
1620 Montgomery Street
Suite 140
San Francisco, CA 94111

Arthur H. Barlow Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Valerie A. Brown Vice President and Assistant Vice President and Assistant
1299 Ocean Avenue Secretary Secretary
Santa Monica, CA 90401

Stephen A. Clark Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Truman A. Clark Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

James L. Davis Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Robert T. Deere Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Robert W. Dintzer Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Richard A. Eustice Vice President and Assistant Vice President and Assistant
1299 Ocean Avenue Secretary Secretary
Santa Monica, CA 90401

Eugene F. Fama, Jr. Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Robert M. Fezekas Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Damon S. Fisher Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Gretchen A. Flicker Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Glenn S. Freed Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Henry F. Gray Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Kamyab Hashemi-Nejad Vice President, Controller and Vice President, Controller
1299 Ocean Avenue Assistant Treasurer and Assistant Treasurer
Santa Monica, CA 90401

Christine W. Ho Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Jeff J. Jeon Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Patrick M. Keating Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Joseph F. Kolerich Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

David M. New Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Catherine L. Newell Vice President, Secretary and Vice President, Secretary and
1299 Ocean Avenue General Counsel General Counsel
Santa Monica, CA 90401

David A. Plecha Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Eduardo A. Repetto Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Michael T. Scardina Vice President, Chief Vice President, Chief
1299 Ocean Avenue Financial Officer and Treasurer Financial Officer and
Santa Monica, CA 90401 Treasurer

David E. Schneider Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

John C. Siciliano Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Jeanne C. Sinquefield, Ph.D Executive Vice President Executive Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Grady M. Smith Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

Carl G. Snyder Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Lawrence R. Spieth Vice President None
10 South Wacker Drive
Suite 2275
Chicago, IL 60606

Bradley G. Steiman Vice President None
Suite 910, 1055 West Hastings
Vancouver, B.C. V6E 2E9

Karen E. Umland Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Carol W. Wardlaw Vice President None
10 South Wacker Drive
Suite 2275
Chicago, IL 60606

Weston J. Wellington Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Daniel M. Wheeler Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Dimensional Fund Advisors Inc. Shareholder
1299 Ocean Avenue
Santa Monica, CA 90401

ITEM 28. Location of Accounts and Records.

The accounts and records of the Registrant are located at the office of the
Registrant and at additional locations, as follows:

Name Address
---- -------
DFA Investment Dimensions Group Inc. 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

PFPC Inc. 301 Bellevue Parkway,
Wilmington, DE 19809

ITEM 29. MANAGEMENT SERVICES.
None.

ITEM 30. UNDERTAKINGS.
Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused
Post-Effective Amendment No. 71/72 to this 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 28th day of June,
2004.

DFA INVESTMENT DIMENSIONS GROUP INC.
(Registrant)

By: /s/ David G. Booth *
------------------------------
David G. Booth, President
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 71/72 to this Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/David G. Booth * President, Director, June 28, 2004
---------------------------- Chairman, Chief
David G. Booth Executive Officer and
Chief Investment Officer

/s/Rex A. Sinquefield * Director and June 28, 2004
---------------------------- Chairman
Rex A. Sinquefield

/s/Michael T. Scardina * Chief Financial June 28, 2004
---------------------------- Officer, Treasurer
Michael T. Scardina and Vice President

/s/George M. Constantinides * Director June 28, 2004
----------------------------
George M. Constantinides

/s/John P. Gould * Director June 28, 2004
----------------------------
John P. Gould

/s/Roger G. Ibbotson * Director June 28, 2004
----------------------------
Roger G. Ibbotson

/s/Robert C. Merton * Director June 28, 2004
----------------------------
Robert C. Merton

/s/Myron S. Scholes * Director June 28, 2004
----------------------------
Myron S. Scholes

/s/Abbie J. Smith * Director June 28, 2004
----------------------------
Abbie J. Smith

* By: /s/Catherine L. Newell
-----------------------------------
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)

THE DFA INVESTMENT TRUST COMPANY consents to the filing of this Amendment
to the Registration Statement of Dfa Investment Dimensions Group Inc. which
is signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Santa Monica, State of California, as of the 28th day of June,
2004.

THE DFA INVESTMENT TRUST COMPANY
(Registrant)

By: /s/ David G. Booth *
------------------------------
David G. Booth, President
(Signature and Title)

The undersigned Trustees and principal officers of THE DFA INVESTMENT TRUST
COMPANY consent to the filing of this Post-Effective Amendment No. 71/72 to the
Registration Statement of DFA Investment Dimensions Group Inc. on the dates
indicated.

Signature Title Date
--------- ----- ----

/s/ David G. Booth * President, Trustee, June 28, 2004
---------------------------- Chairman, Chief
David G. Booth Executive Officer and
Chief Investment Officer

/s/Rex A. Sinquefield * Trustee and June 28, 2004
---------------------------- Chairman
Rex A. Sinquefield

/s/Michael T. Scardina * Chief Financial June 28, 2004
---------------------------- Officer, Treasurer
Michael T. Scardina and Vice President

/s/George M. Constantinides * Trustee June 28, 2004
----------------------------
George M. Constantinides

/s/John P. Gould * Trustee June 28, 2004
----------------------------
John P. Gould

/s/Roger G. Ibbotson * Trustee June 28, 2004
----------------------------
Roger G. Ibbotson

/s/Robert C. Merton * Trustee June 28, 2004
----------------------------
Robert C. Merton

/s/Myron S. Scholes * Trustee June 28, 2004
----------------------------
Myron S. Scholes

/s/Abbie J. Smith * Trustee June 28, 2004
----------------------------
Abbie J. Smith

* By: /s/Catherine L. Newell
-----------------------------------
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power-of-Attorney)

EXHIBIT INDEX

N-1A Exhibit No. EDGAR Exhibit No. Description
---------------- ----------------- -----------

23(a)(2) EX-99.a.2 Form of Articles Supplementary

23(n) EX-99.n Multiple Class Plan