DFA IDG 485(b) as filed April 23, 2008

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcFHDo7vCSiorHzdUZt1Z9u7xfhFOHgfhrX7yRe273TgGg2fO2T5JV3EJtVJRiZ/ RveH5CgmQEUQQJsstHARUw== 0001137439-08-000225.txt : 20080423 0001137439-08-000225.hdr.sgml : 20080423 20080423171617 ACCESSION NUMBER: 0001137439-08-000225 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 EFFECTIVENESS DATE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DFA INVESTMENT DIMENSIONS GROUP INC CENTRAL INDEX KEY: 0000355437 IRS NUMBER: 363129984 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-73948 FILM NUMBER: 08772425 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVE STE 650 11TH FL CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 2133958005 MAIL ADDRESS: STREET 1: 1299 OCEAN AVE STREET 2: 11TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: DFA SMALL CO FUND INC DATE OF NAME CHANGE: 19830621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DFA INVESTMENT DIMENSIONS GROUP INC CENTRAL INDEX KEY: 0000355437 IRS NUMBER: 363129984 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03258 FILM NUMBER: 08772426 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVE STE 650 11TH FL CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 2133958005 MAIL ADDRESS: STREET 1: 1299 OCEAN AVE STREET 2: 11TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: DFA SMALL CO FUND INC DATE OF NAME CHANGE: 19830621

0000355437 S000021884 DFA Global Real Estate Securities Portfolio

C000062760 DFA Global Real Estate Securities Portfolio Shares

485BPOS 1 dfaidg485b042308.htm DFA IDG 485(b) as filed April 23, 2008

As filed with the U.S. Securities and Exchange Commission on April 23, 2008
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. 106 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 107

(Check appropriate box or boxes.)

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

1299 Ocean Avenue, 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
DFA Investment Dimensions Group Inc.,
1299 Ocean Avenue, 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):

X immediately upon filing pursuant to paragraph (b)
___ on __________pursuant to paragraph (b)
___ 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.

Title of Securities Being Registered:
DFA Global Real Estate Securities Portfolio

This Post-Effective Amendment No. 106/107 to Registration File Nos.
2-73948/811-3258 includes the following:

1. FACING PAGE

2. CONTENTS PAGE

3. PART A - Prospectus relating to the Registrant's DFA Global Real Estate
Securities Portfolio series of shares

4. PART B - Statement of Additional Information relating to the Registrant's
DFA Global Real Estate Securities Portfolio series of shares

5. PART C - Other Information

6. SIGNATURES

P R O S P E C T U S

April 23, 2008
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
Has its own investment objective and policies, and is the equivalent of a
separate mutual fund. o Is generally available only to institutional investors
and clients of registered investment advisors. o Does not charge a sales
commission or "load." o Is designed for long-term investors.

DFA GLOBAL REAL ESTATE SECURITIES PORTFOLIO

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

TABLE OF CONTENTS
RISK/RETURN SUMMARY............................................................1
ABOUT THE PORTFOLIO...................................................1
MANAGEMENT............................................................1
INVESTMENT OBJECTIVE, STRATEGIES, AND RISKS OF THE DFA
GLOBAL REAL ESTATE SECURITIES PORTFOLIO..........................1
PRINCIPAL RISKS.......................................................2
OTHER RISKS...........................................................3
OTHER INFORMATION.....................................................3
RISK AND RETURN BAR CHART AND TABLE...................................3
FEES AND EXPENSES..............................................................4
ANNUAL FUND OPERATING EXPENSES.................................................4
HIGHLIGHTS.....................................................................5
MANAGEMENT SERVICES...................................................5
PURCHASE, VALUATION, AND REDEMPTION OF SHARES.........................5
INVESTMENT OBJECTIVE AND POLICIES..............................................5
PORTFOLIO TRANSACTIONS.........................................................8
MARKET CAPITALIZATION WEIGHTED APPROACH........................................8
SECURITIES LOANS...............................................................9
MANAGEMENT OF THE PORTFOLIO...................................................10
INVESTMENT SERVICES..................................................11
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES..............................11
PURCHASE OF SHARES............................................................13
IN-KIND PURCHASES....................................................14
POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING..............................14
VALUATION OF SHARES...........................................................17
NET ASSET VALUE......................................................17
PUBLIC OFFERING PRICE................................................19
EXCHANGE OF SHARES............................................................19
REDEMPTION OF SHARES..........................................................20
REDEMPTION PROCEDURE.................................................20
REDEMPTION OF SMALL ACCOUNTS.........................................21
IN-KIND REDEMPTIONS..................................................21
DISCLOSURE OF PORTFOLIO HOLDINGS..............................................21
DELIVERY OF SHAREHOLDER DOCUMENTS.............................................21
SERVICE PROVIDERS.............................................................23

RISK/RETURN SUMMARY

About the Portfolio

The Portfolio:

Is generally offered only to institutional investors and clients of registered
investment advisers.

Does not charge sales commissions or "loads."

Is designed for long-term investors.

The Portfolio Has a Special Structure: The Portfolio is a "fund of funds," which
means that the Portfolio allocates its assets among other mutual funds managed
by Dimensional Fund Advisors LP (the "Advisor" or "Dimensional"). In addition to
investing in other mutual funds, the Portfolio may also invest directly in
securities and other investments.

Management

Dimensional is the investment manager for the Portfolio and the mutual funds in
which the Portfolio invests.

Equity Investment Approach

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., real estate stocks) selection, not stock picking. It
places priority on controlling 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, stocks of real
estate companies).

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

3. Excluding the securities of certain companies after analyzing various
factors (for example, size or liquidity).

4. Purchasing securities using a market capitalization weighted approach.

Investment Objective, Strategies, and Risks of the DFA Global Real Estate
Securities Portfolio

o Investment Objective: Long-term capital appreciation.

o Investment Strategy: Achieve exposure to a broad portfolio of securities of
U.S. and non-U.S. companies in the real estate industry, including
companies in developed and emerging markets, with a focus on real estate
investment trusts ("REITs") or companies that the Advisor considers
REIT-like entities by primarily purchasing shares of two other mutual funds
managed by the Advisor, the DFA Real Estate Securities Portfolio and the
DFA International Real Estate Securities Portfolio (the "Underlying
Funds"). In addition to

investing in the Underlying Funds, the Portfolio also may invest directly
in securities of companies in the real estate industry.

o Principal Risks: Fund of Funds Risk, Market Risk, Risks of Concentrating in
the Real Estate Industry, Real Estate Investment Risk, Small Company Risk,
Foreign Securities and Currencies Risk, and Emerging Markets Risk.

Principal Risks

Fund of Funds Risk: The investment performance of the Portfolio is affected by
the investment performance of the Underlying Funds in which the Portfolio
invests. The ability of the Portfolio to achieve its investment objective
depends on the ability of the Underlying Funds to meet their investment
objectives and on the Advisor's decisions regarding the allocation of the
Portfolio's assets between the Underlying Funds. There can be no assurance that
the investment objective of the Portfolio or any Underlying Fund will be
achieved. Through its investments in the Underlying Funds, the Portfolio is
subject to the risks of the Underlying Funds' investments. The risks listed
below for the Portfolio include both the risks associated with direct investment
in securities by the Portfolio and indirect investment in securities through the
Portfolio's investment in the Underlying Funds.

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

Risks of Concentrating in the Real Estate Industry: The Portfolio is
concentrated in the real estate industry. The Portfolio's exclusive focus on the
real estate industry may expose the Portfolio to the general risks involved in
direct real estate ownership. The Portfolio's performance may be materially
different from the broad equity market.

Real Estate Investment Risk: The value of securities in the real estate industry
can be affected by changes in real estate values and rental income, property
taxes, interest rates, and tax and regulatory requirements. Investing in REITs
and REIT-like entities involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. REITs and
REIT-like entities are dependent upon management skill, may not be diversified,
and are subject to heavy cash flow dependency and self-liquidation. REITs and
REIT-like entities also are subject to the possibility of failing to qualify for
tax free pass-through of income. Also, because REITs and REIT-like entities
typically are invested in a limited number of projects or in a particular market
segment, these entities are more susceptible to adverse developments affecting a
single project or market segment than more broadly diversified investments.

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

Foreign Securities and Currencies Risk: Foreign securities prices may decline or
fluctuate because of: (a) economic or political actions of foreign governments,
and/or (b) less regulated or liquid securities markets. Investors holding these
securities also are exposed to foreign currency risk (the possibility that
foreign currency will decrease in value against the U.S. dollar resulting in an
adverse impact on the Portfolio's returns).

Emerging Markets Risk: Numerous emerging market countries have experienced
serious, and potentially continuing, economic and political problems. Stock
markets in many emerging market countries are relatively small, expensive to
trade, and risky. Foreigners are often limited in their ability to invest in,
and withdraw assets from, these markets. Additional restrictions may be imposed
under other conditions.

Other Risks

Derivatives:

The Underlying Funds also may use derivatives, such as futures contracts and
options on futures contracts, to gain market exposure on the Portfolio's
uninvested cash pending investment in securities or to maintain liquidity to pay
redemptions. The use of derivatives for non-hedging purposes may be considered
more speculative than other types of investments. When an Underlying Fund uses
derivatives for non-hedging purposes, the Underlying Fund will be directly
exposed to the risks of that derivative. Gains or losses from derivative
investments may be substantially greater than the derivatives' original cost.

Securities Lending:

The Underlying Funds may lend their portfolio securities to generate additional
income. The Portfolio does not currently engage in securities lending but may do
so in the future. Securities lending involves the risk that the borrower may
fail to return the securities in a timely manner or at all. As a result, an
Underlying Fund may lose money and there may be a delay in recovering the loaned
securities. An Underlying Fund also could lose money if the Underlying Fund does
not recover the securities and/or the value of the collateral falls, including
the value of investments made with cash collateral. Securities lending may have
certain potential adverse tax consequences. See "SECURITIES LOANS" for further
information on securities lending.

Other Information

Commodity Pool Operator Exemption:

The Portfolio is 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.

Risk and Return Bar Chart and Table

Performance information is not available for the Portfolio because it is new.

FEES AND EXPENSES

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

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

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

Management Fee......................................................0.35%(1)
Other Expenses......................................................0.10%(2)

Acquired Fund Fees & Expenses.......................................0.13%(3)

Total Annual Operating Expenses.....................................0.58%
Fee Waiver and/or Expense Reimbursements...........................(0.03)%

Net Expenses........................................................0.55%(4)
__________________

(1) The Advisor has voluntarily agreed to waive all or a portion of the
Portfolio's management fee to the extent necessary to limit the total
management fees paid by the Portfolio to the Advisor directly and
indirectly (the proportionate share of the management fees paid by the
Portfolio through its investment in other funds managed by the Advisor) to
0.35% of the Portfolio's average net assets on an annualized basis.

(2) "Other Expenses" are annualized expenses based on anticipated fees and
expenses payable by the Portfolio through the fiscal year ending November
30, 2008.

(3) Represents the amount of fees and expenses anticipated to be incurred by
the Portfolio through its investment in the Underlying Funds and other
investment companies for the fiscal year ending November 30, 2008.

(4) Pursuant to a Fee Waiver and Expense Assumption Agreement for the
Portfolio, the Advisor has agreed to waive all or a portion of its
management fee and to assume the expenses of the Portfolio (including the
expenses that the Portfolio bears as a shareholder of other investment
companies managed by the Advisor but excluding the expenses that the
Portfolio incurs indirectly through its investment in unaffiliated
investment companies) ("Portfolio Expenses") to the extent necessary to
limit the Portfolio Expenses of the Portfolio to 0.55% of the Portfolio's
average net assets on an annualized basis (the "Expense Limitation
Amount"). At any time that the Portfolio Expenses of the Portfolio are less
than the Portfolio's Expense Limitation Amount, the Advisor retains the
right to seek reimbursement for any fees previously waived and/or expenses
previously assumed to the extent that such reimbursement will not cause the
Portfolio's annualized Portfolio Expenses to exceed the Portfolio's Expense
Limitation Amount. The Portfolio is not obligated to reimburse the Advisor
for fees previously waived or expenses previously assumed by the Advisor
more than thirty-six months before the date of such reimbursement. The Fee
Waiver and Expense Assumption Agreement will remain in effect for an
initial period until April 1, 2009, and then shall continue in effect from
year to year for one-year periods thereafter unless terminated by the
Advisor.

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

l Year 3 Years
DFA Global Real Estate Securities Portfolio ........ $56 $183

Because the Portfolio is new, the Example is based on the anticipated
expenses for the Portfolio for the current fiscal year, and does not extend over
five- and ten-year periods. The costs for the Portfolio reflect the "Net
Expenses" of the Portfolio that result from the contractual expense waiver and
assumption in the first year only.

HIGHLIGHTS

Management Services

The Advisor serves as investment advisor to the Portfolio and Underlying
Funds. See "MANAGEMENT OF THE PORTFOLIO."

Purchase, Valuation, and Redemption of Shares

The shares of the Portfolio are sold at net asset value. The redemption
price of the shares of the Portfolio is also equal to the net asset value of its
shares. The value of the Portfolio's shares will fluctuate in relation to its
own investment experience and the investment experience of the Underlying Funds
in which it invests. See "PURCHASE OF SHARES," "VALUATION OF SHARES," and
"REDEMPTION OF SHARES."

INVESTMENT OBJECTIVE AND POLICIES

Investment Objective and Policies

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio seeks to achieve exposure to a broad portfolio of
securities of U.S. and non-U.S. companies in the real estate industry, with a
focus on REITs or companies that the Advisor considers REIT-like entities by
primarily purchasing shares of two Underlying Funds, the DFA Real Estate
Securities Portfolio and the DFA International Real Estate Securities Portfolio.
The Portfolio and Underlying Funds generally consider a company to be
principally engaged in the real estate industry if the company (i) derives at
least 50% of its revenue or profits from the development, ownership,
construction, management, or sale of residential, commercial, industrial, or
other real estate; (ii) has at least 50% of the value of its assets invested in
residential, commercial, industrial, or other real estate; or (iii) is organized
as a REIT or REIT-like entity. REITs and REIT-like entities are types of real
estate companies that pool investors' funds for investment primarily in income
producing real estate or real estate related loans or interests.

The DFA Real Estate Securities Portfolio, an Underlying Fund in which the
Portfolio invests, invests principally in readily marketable equity securities
of companies in the following sectors of the real estate industry: certain U.S.
REITs, companies engaged in residential construction and firms, except
partnerships, whose principal business is to develop commercial property. The
DFA Real Estate Securities Portfolio makes investments in securities traded in
the U.S. securities markets, principally on the New York Stock Exchange
("NYSE"), American Stock Exchange ("Amex ") and over-the counter market.

The DFA International Real Estate Securities Portfolio, an Underlying Fund
in which the Portfolio invests, concentrates its investments in a broad and
diverse set of securities of non-U.S. companies principally engaged in the real
estate industry with a particular focus on non-U.S. REITs and companies the
Advisor considers to be REIT-like entities. The DFA International Real Estate
Securities Portfolio also may invest in stapled securities, where one or more of
the underlying securities represent interests in a company or subsidiary in the
real estate industry.

The DFA International Real Estate Securities Portfolio may invest in the
securities of companies in developed and emerging markets. As of the date of
this Prospectus, the DFA International Real Estate Securities Portfolio is
authorized to invest in real estate companies associated with the following
countries: Australia, Belgium, Canada, China, France, Germany, Greece, Hong
Kong, Japan, the Netherlands, New Zealand, Singapore, South Africa, Taiwan,
Turkey and the United Kingdom (collectively, the "Approved Markets"). The
Advisor will determine, in its discretion, when and whether to invest in
countries that have been authorized as Approved Markets, depending on a number
of factors, such as asset growth in the Portfolio and the characteristics of
each country's markets. The Investment Committee of the Advisor may authorize
additional countries for investment in the future, or may remove one or more
countries from the list of Approved Markets. In addition, the DFA International
Real Estate Securities Portfolio may continue to hold investments in countries
that are not currently designated as Approved Markets, but had been authorized
for investment in the past, and may reinvest distributions received in
connection with such existing investments in such previously Approved Markets.

The DFA International Real Estate Securities Portfolio invests in
securities of Approved Markets (as identified above) listed on bona fide
securities exchanges or traded on the over-the-counter markets. These exchanges
or over-the-counter markets may be either within or outside the issuer's
domicile country. For example, the securities may be listed or traded in the
form of European Depository Receipts, Global Depository Receipts, American
Depository Receipts, or other types of depository receipts (including non-voting
depositary receipts) or dual listed securities. The DFA International Real
Estate Securities Portfolio will consider for purchase securities that are
associated with an Approved Market, and include, among others: (a) securities of
companies that are organized under the laws of, or maintain their principal
place of business in, an Approved Market; (b) securities for which the principal
trading market is in an Approved Market; (c) securities issued or guaranteed by
the government of an Approved Market, its agencies or instrumentalities, or the
central bank of such country or territory; (d) securities denominated in an
Approved Market currency issued by companies to finance operations in Approved
Markets; (e) securities of companies that derive at least 50% of their revenues
or profits from goods produced or sold, investments made, or services performed
in Approved Markets or have at least 50% of their assets in Approved Markets;
(f) equity securities of companies in Approved Markets in the form of depositary
shares; (g) securities of pooled investment vehicles that invest primarily in
securities of Approved Markets or derivative instruments that derive their value
from securities of Approved Markets; or (h) securities included in the
Portfolio's benchmark index. Securities of Approved Markets may include
securities of companies that have characteristics and business relationships
common to companies in other countries or regions. As a result, the value of the
securities of such companies may reflect economic and market forces in such
other countries or regions as well as in the Approved Markets. The Advisor,
however, will select only those companies that, in its view, have sufficiently
strong exposure to

economic and market forces in Approved Markets. For example, the Advisor may
invest in companies organized and located in the United States or other
countries or regions outside of Approved Markets, including companies having
their entire production facilities outside of Approved Markets, when such
companies meet the criteria discussed above to be considered associated with
Approved Markets.

In addition to, or in place of, investments in the Underlying Funds
described above, the Portfolio also is permitted to invest directly in the same
types of securities of companies in the real estate industry that are described
in this Prospectus as eligible investments for the Underlying Funds. As a
non-fundamental policy, under normal circumstances, at least 80% of the
Portfolio's net assets will be invested directly, or indirectly through its
investment in the Underlying Funds, in securities of companies in the real
estate industry. If the Portfolio changes this investment policy, it will notify
shareholders at least 60 days before the change, and will change the name of the
Portfolio.

In addition, each Underlying Fund is authorized to use derivatives, such as
futures contracts and options on futures contracts, to gain market exposure on
uninvested cash pending investment in securities or to maintain liquidity to pay
redemptions. Each Underlying Fund may enter into futures contracts and options
on futures contracts for equity securities and indices, and such investments may
or may not provide exposure to the real estate industry. In addition to money
market instruments and other short-term investments, the Portfolio and each
Underlying Fund may invest in affiliated and unaffiliated unregistered money
market funds and the Portfolio and DFA International Real Estate Securities
Portfolio may invest in affiliated and unaffiliated registered money market
funds. The Portfolio and Underlying Funds may invest in such money market funds
and other short-term investments to manage cash pending investment in other
securities or to maintain liquidity for the payment of redemptions or other
purposes. Investments in money market funds may involve a duplication of certain
fees and expenses.

The Portfolio and DFA International Real Estate Securities Portfolio may
invest in exchange-traded funds ("ETFs") and similarly structured pooled
investments that provide exposure to equity markets, including the United
States, both within and outside the real estate industry, and for the purposes
of gaining exposure to the equity markets, while maintaining liquidity.

Portfolio Construction

The Portfolio primarily allocates its investments between the two
Underlying Funds. The Advisor has prepared and will maintain a schedule of
eligible investments consisting of equity securities of all companies in the
real estate industry described above as being presently eligible for investment
by each Underlying Fund. It is the intention of each Underlying Fund to invest
in the securities of eligible companies using a market capitalization weighted
approach to determine security weights and country weights. See "MARKET
CAPITALIZATION WEIGHTED APPROACH.

While a company's stock may meet the applicable criteria described above,
the stock may not be purchased by an Underlying Fund if, at the time of
purchase, in the judgment of the Advisor, the issuer is in extreme financial
difficulty or is involved in a merger or consolidation or is the subject of an
acquisition that could result in the company no longer being considered
principally engaged in the real estate business or if the Advisor determines, in
its judgment, that the purchase of such stock is inappropriate given other
conditions.

If securities must be sold in order to obtain funds to make redemption
payments, such securities may be repurchased by an Underlying Fund, as
additional cash becomes available to it. However, each Underlying Fund has
retained the right to borrow to make redemption payments and is also authorized
to redeem its shares in kind. See "REDEMPTION OF SHARES." Further, because the
securities of certain

companies whose shares are eligible for purchase are thinly traded, each
Underlying Fund might not be able to purchase the number of shares that strict
adherence to market capitalization weighting might require.

Investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in an
Underlying Fund do pay dividends. It is anticipated, therefore, that an
Underlying Fund will receive dividend income. Periodically, the Advisor may
expand the schedule of eligible investments to include equity securities of
companies in sectors of the real estate industry in addition to those described
in this Prospectus and to designate additional eligible companies and countries
to respond to market events, new listings, and/or new legal structures in the
U.S. and non-U.S. markets, among others.

PORTFOLIO TRANSACTIONS

Securities will not be purchased or sold based on the prospects for the
economy, the securities markets, or the individual issuers whose shares are
eligible for purchase. Securities that have depreciated in value since their
acquisition will not be sold solely because prospects for the issuer are not
considered attractive or due to an expected or realized decline in securities
prices in general. Securities may be sold without regard to the length of time
held. Securities, including those eligible for purchase, may be disposed of,
however, at any time when, in the Advisor's judgment, circumstances warrant
their sale, including, but not limited to, tender offers, mergers, and similar
transactions, or bids made for block purchases at opportune prices. Generally,
securities will be purchased with the expectation that they will be held for
longer than one year and will be held until such time as they are no longer an
appropriate holding in light of the investment policies of the Portfolio.

MARKET CAPITALIZATION WEIGHTED APPROACH

The portfolio structure of the Portfolio, to the extent it purchases
portfolio securities directly, and the portfolio structures of each Underlying
Fund involve market capitalization weighting in determining individual security
weights and, where applicable, country or region weights. 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 free float, momentum, trading strategies, liquidity management and other
factors determined to be appropriate by the Advisor given market conditions. The
Advisor may deviate from market capitalization weighting to limit or fix the
exposure of an Underlying Fund to a particular issuer to a maximum proportion of
the assets of the Underlying Fund. The Advisor may exclude the stock of a
company that meets applicable market capitalization criterion if the Advisor
determines, in its 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.

Adjustment for free float adjusts market capitalization weighting to
exclude the share capital of a company that is not freely available for trading
in the public equity markets by international investors. For example, the
following types of shares may be excluded: (i) those held by strategic investors
(such as governments, controlling shareholders and management), (ii) treasury
shares, or (iii) shares subject to foreign ownership restrictions.

Deviation from market capitalization weighting also will occur because the
Advisor generally intends to purchase securities in round lots. Furthermore, the
Advisor may reduce the relative amount of any security held in order to retain
sufficient portfolio liquidity. A portion, but generally not in excess of 20% of
assets of the Portfolio and each Underlying Fund, may be invested in interest
bearing obligations,

such as money market instruments, thereby causing further deviation from market
capitalization weighting. A further deviation may occur due to investments in
privately placed convertible debentures.

Block purchases of eligible securities may be made at opportune prices,
even though such purchases exceed the number of shares that, at the time of
purchase, adherence to a market capitalization weighted approach would otherwise
require. In addition, securities eligible for purchase or otherwise represented
in an Underlying Fund may be acquired in exchange for the issuance of shares.
See "PURCHASE OF SHARES--In Kind Purchases." While such transactions might cause
a deviation from market capitalization weighting, they would ordinarily be made
in anticipation of further growth of assets.

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

Country weights may be based on the total market capitalization of
companies within each country. The calculation of country market capitalization
may take into consideration the free float of companies within a country or
whether these companies are eligible to be purchased for the particular
strategy. In addition, to maintain a satisfactory level of diversification, the
Investment Committee may limit or fix the exposure to a particular country or
region to a maximum proportion of the assets of that vehicle. Country weights
may also deviate from target weights due to general day-to-day trading patterns
and price movements. As a result, the weighting of certain countries may vary
from their weighting in published international indices.

SECURITIES LOANS

The Portfolio and the Underlying Funds are authorized to lend securities to
qualified brokers, dealers, banks, and other financial institutions for the
purpose of earning additional income. At this time, however, the Portfolio does
not intend to engage in securities lending directly. While each Underlying Fund
may earn additional income from lending securities, such activity is incidental
to the investment objective of the Underlying Fund. The value of securities
loaned may not exceed 33 1/3% of the value of a Underlying Fund's total assets,
which includes the value of collateral received. To the extent an Underlying
Fund loans a portion of its securities, the Underlying Fund will receive
collateral consisting generally of cash or U.S. government securities, which
will be maintained by marking to market daily in an amount equal to at least (i)
100% of the current market value of the loaned securities, with respect to
securities of the U.S. government or its agencies, (ii) 102% of the current
market value of the loaned securities, with respect to U.S. securities, and
(iii) 105% of the current market value of the loaned securities, with respect to
foreign securities. Subject to its stated investment policies, an Underlying
Fund may invest the collateral received for the loaned securities in securities
of the U.S. government or its agencies, repurchase agreements collateralized by
securities of the U.S. government or its agencies, and affiliated and
unaffiliated registered and unregistered money market funds. For purposes of
this paragraph, agencies include both agency debentures and agency
mortgage-backed securities. In addition, an Underlying Fund will be able to
terminate the loan at any time and will receive reasonable interest on the loan,
as well as amounts equal to any dividends, interest, or other distributions on
the loaned securities. However, dividend income received from loaned securities
may not be eligible to be taxed at qualified dividend income rates. See the
Statement of Additional Information (the "SAI") for a further

discussion of the tax consequences related to securities lending. An Underlying
Fund will be entitled to recall a loaned security to vote proxies or otherwise
obtain rights to vote proxies of a loaned securities if the Underlying Fund
knows that a material event will occur. In the event of the bankruptcy of the
borrower, the Fund could experience delay in recovering the loaned securities or
only recover cash or a security of equivalent value. See "OTHER
RISKS--SECURITIES LENDING" for a discussion of the risks related to securities
lending.

MANAGEMENT OF THE PORTFOLIO

The Advisor serves as investment advisor to the Portfolio and the
Underlying Funds. As such, the Advisor is responsible for the management of
their respective assets. The Portfolio and each Underlying Fund is managed using
a team approach. The investment team includes the Investment Committee of the
Advisor, portfolio managers, and trading personnel.

The Investment Committee is composed primarily of certain officers and
directors of the Advisor who are appointed annually. As of the date of this
Prospectus, the Investment Committee has seven members. Investment strategies
for the Portfolio are set by the Investment Committee, which meets on a regular
basis and also as needed to consider investment issues. The Investment Committee
also sets and reviews all investment related policies and procedures and
approves any changes in regards to approved countries, security types, and
brokers.

In accordance with the team approach used to manage the Portfolio, the
portfolio managers and portfolio traders implement the policies and procedures
established by the Investment Committee. The portfolio managers and portfolio
traders also make daily investment decisions regarding the Portfolio, including
running buy and sell programs, based on the parameters established by the
Investment Committee. Stephen A. Clark and Karen E. Umland, serve as the
portfolio managers for the Portfolio, together they coordinate the efforts of
all other portfolio managers with respect to the day-to-day management of the
Portfolio.

Mr. Clark is a Senior Portfolio Manager and Vice President of the Advisor
and chairman of the Investment Committee. Mr. Clark received his MBA from the
University of Chicago and his BS from Bradley University. Mr. Clark joined the
Advisor in 2001 and has been responsible for the portfolio management group
since January 2006.

Ms. Umland is a Senior Portfolio Manager and Vice President of the Advisor
and a member of the Investment Committee. She received her BA from Yale
University in 1988 and her MBA from the University of California at Los Angeles
in 1993. Ms. Umland joined the Advisor in 1993 and has been responsible for the
international equity portfolios since 1998.

The Portfolio's SAI provides information about the portfolio managers'
compensation, other accounts managed by the portfolio managers, and the
portfolio managers' ownership of Portfolio shares.

The Advisor provides the Portfolio and the Underlying Funds with a trading
department and selects brokers and dealers to effect securities transactions.
Securities transactions are placed with a view to obtaining best price and
execution. The Advisor's address is 1299 Ocean Avenue, Santa Monica, CA 90401. A
discussion regarding the basis for the Board of Directors' approving the
investment management agreements with respect to the Portfolio will be available
in future annual or semi-annual reports to shareholders of the Portfolio.

The Fund bears all of its own costs and expenses, including: services of
its independent registered public accounting firm, 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, the cost of filing its
registration statements under the federal securities laws and the cost of any
filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services, and custodian
fees. Expenses allocable to a particular portfolio of the Fund are so allocated.
The expenses of the Fund that are not allocable to a particular portfolio are
borne by each portfolio on the basis of its relative net assets or equally.

The Advisor has been engaged in the business of providing investment
management services since May 1981. The Advisor is currently organized as a
Delaware limited partnership and is controlled and operated by its general
partner, Dimensional Holdings Inc., a Delaware corporation. Prior to November 3,
2006, the Advisor was named Dimensional Fund Advisors Inc. and was organized as
a Delaware corporation. The Advisor controls Dimensional Fund Advisors Ltd.
("DFAL") and DFA Australia Limited ("DFA Australia"). As of February 29, 2008,
assets under management for all affiliated advisors totaled approximately $146
billion.

Investment Services

The Advisor has entered into a Sub Advisory Agreement with each of DFAL (7
Down Street, London W1J 7AJ, United Kingdom) and DFA Australia (Level 43 Gateway
1, MacQuarie Place, Sydney, New South Wales 2000, Australia), respectively, with
respect to the Portfolio. Pursuant to the terms of each Sub Advisory Agreement,
DFAL and DFA Australia each have the authority and responsibility to select
brokers and dealers to execute securities transactions for the Portfolio. Each
Sub Advisor's duties include the maintenance of a trading desk and the
determination of the best and most efficient means of executing securities
transactions. On at least a semi-annual basis, the Advisor will review the
holdings of the Portfolio and review the trading process and the execution of
securities transactions. The Advisor is responsible for determining those
securities that are eligible for purchase and sale by the Portfolio and may
delegate this task, subject to its own review, to DFAL and DFA Australia. DFAL
and DFA Australia maintain and furnish to the Advisor information and reports on
companies in certain markets, including recommendations of securities to be
added to the securities that are eligible for purchase by the Portfolio, as well
as making recommendations and elections on corporate actions. DFAL is a member
of the Financial Services Authority ("FSA"), a self-regulatory organization for
investment managers operating under the laws of England.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Dividends and Distributions. The Portfolio intends to qualify each year as
a regulated investment company under the Internal Revenue Code. As a regulated
investment company, the Portfolio generally pays no federal income tax on the
income and gains it distributes to you. In general, the Portfolio distributes
substantially all net investment income quarterly (on a calendar basis) and any
net realized capital gains (after any reductions for capital loss carryforwards)
annually, typically in December. The Portfolio may distribute such income
dividends and capital gains more frequently, if necessary, in order to reduce or
eliminate federal excise or income taxes on the Portfolio. The amount of any
distribution will vary, and there is no guarantee the Portfolio will pay either
an income dividend or a capital gains distribution.

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

Annual Statements. Every January, you will receive a statement that shows
the tax status of distributions you received the previous calendar year.
Distributions declared in December to shareholders of record in such month, but
paid in January, are taxable as if they were paid in December.

Avoid "Buying A Dividend." If you are a taxable investor and invest in the
Portfolio shortly before the record date of a taxable distribution, the
distribution will lower the value of the Portfolio's shares by the amount of the
distribution and, in effect, you will receive some of your investment back in
the form of a taxable distribution.

Tax Considerations. Dividends and distributions paid to a qualified,
tax-deferred retirement plan, such as a 401(k) plan, accumulate free of federal
income taxes. In addition, the sale or redemption by a tax-deferred retirement
plan of the Portfolio's shares will not be subject to federal income taxes.

In general, if you are a taxable investor, Portfolio distributions are
taxable to you at either ordinary income or capital gains tax rates. This is
true whether you reinvest your distributions in additional Portfolio shares or
receive them in cash.

For federal income tax purposes, Portfolio distributions of short-term
capital gains are taxable to you as ordinary income. Portfolio distributions of
long-term capital gains are taxable to you as long-term capital gains no matter
how long you have owned your shares. A portion of income dividends designated by
the Portfolio may be qualified dividend income eligible for taxation by
individual shareholders at long-term capital gains rates provided certain
holding period requirements are met.

Sale or Redemption of Portfolio Shares. 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 between two Portfolios. Any loss
incurred on a 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 any long-term
capital gains distributed to you with respect to such shares.

Backup Withholding. By law, the Portfolio is required to withhold 28% of
taxable dividends, capital gains distributions, and redemption proceeds paid to
shareholders who do not provide their proper taxpayer identification numbers and
certain required certifications. 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.

Other. In addition to federal taxes, shareholders may be subject to state
and local taxes on distributions from the Portfolio and on gains arising on
redemption or exchange of the Portfolio's shares.

Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower
treaty tax rate on dividends paid by the Portfolio, subject to a limited
exemption for dividends designated as capital gain dividends. Notwithstanding
such exemption, a non-U.S. investor is subject to backup withholding at a rate
of 28% on dividends, capital gains distributions, and redemption proceeds paid
to a shareholder who fails to properly certify that the shareholder is not a
U.S. person. Non-U.S. investors also may be subject to U.S. estate tax.

Income received by the Portfolio or an Underlying Fund from certain equity
interests in mortgage pooling vehicles is treated as "excess inclusion income."
The Portfolio or Underlying Fund may derive such income either as a result of
its direct investment in such interests or, indirectly, through its investment
in REITs that hold such interests or otherwise qualify as taxable mortgage
pools. In general,

this income is required to be reported to Portfolio shareholders that are not
disqualified organizations (as defined below) in proportion to dividends paid
with the same consequences as if the shareholders directly received the excess
inclusion income. Excess inclusion income: (i) may not be offset with net
operating losses; (ii) represents unrelated business taxable income (UBTI) in
the hands of a tax-exempt shareholder that is not a disqualified organization;
and (iii) is subject to withholding tax, without regard to otherwise applicable
exemptions or rate reductions, to the extent such income is allocable to a
shareholder who is not a U.S. person. The Portfolio must pay the tax on its
excess inclusion income that is allocable to "disqualified organizations," which
generally are certain cooperatives, governmental entities and tax-exempt
organizations that are not subject to tax on UBTI. To the extent that Portfolio
shares owned by a disqualified organization are held in record name by a
broker/dealer or other nominee, the Portfolio must inform the broker/dealer or
other nominee of the excess inclusion income allocable to them and the
broker/dealer or other nominee must pay the tax on the portion of the
Portfolio's excess inclusion income allocable to them on behalf of the
disqualified organizations.

This discussion of "Dividends, Capital Gains Distributions and Taxes" is
not intended or written to be used as tax advice. Prospective investors should
consult the SAI. Because everyone's tax situation is unique, you should also
consult your tax professional about federal, state, local or foreign tax
consequences before making an investment in the Portfolio.

PURCHASE OF SHARES

Cash Purchases

Investors may purchase shares of the Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment. The
Portfolio generally is available for investment only by institutional clients,
clients of registered investment advisors, clients of financial institutions,
and a limited number of certain other investors, as approved from time to time
by the Advisor ("Eligible Investors"). Eligible Investors include employees,
former employees, shareholders, and directors of the Advisor and the Fund, and
friends and family members of such persons. All investments are subject to
approval by the Advisor, and all investors must complete and submit the
necessary account registration forms in good order. The Fund reserves the right
to reject any initial or additional investment and to suspend the offering of
shares of the Portfolio.

"Good order" with respect to the purchases of shares means that (1) a fully
completed and properly signed Account Registration Form and any additional
supporting legal documentation required by the Advisor have been received in
legible form, and (2) the Advisor has been notified of the purchase by telephone
and, if the Advisor so requests, also in writing, no later than the close of
regular trading on the NYSE (normally 1:00 p.m. PT) on the day of the purchase.
If an order to purchase shares must be cancelled due to nonpayment, the
purchaser will be responsible for any loss incurred by the Fund arising out of
such cancellation. To recover any such loss, the Fund reserves the right to
redeem shares owned by any purchaser whose order is cancelled, and such
purchaser may be prohibited or restricted in the manner of placing further
orders.

Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (federal funds)
by wire to PNC Bank, N.A. for the account of DFA Investment Dimensions Group
Inc. (DFA Global Real Estate Securities Portfolio ). Additional investments also
may be made through the wire procedure by first notifying the Advisor. Investors
who wish to purchase shares of the Portfolio by

check should send their check to DFA Investment Dimensions Group Inc. (DFA
Global Real Estate Securities Portfolio), c/o PFPC Inc., P.O. Box 8916,
Wilmington, Delaware 19899-8916.

Payment of the total amount due should be made in U.S. dollars. However,
subject to approval by the Advisor, payment may be made in any freely
convertible currency and the necessary foreign exchange transactions will be
arranged on behalf of, and at the expense of, the applicant. Applicants settling
in any currency other than U.S. dollars are advised that a delay in processing a
purchase or redemption may occur to allow for currency conversion.

Shares also may be purchased and sold by individuals through securities
firms that may charge a service fee or commission for such transactions. No such
fee or commission is charged on 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.

In-Kind Purchases

If accepted by the Fund, shares of the Portfolio may be purchased in
exchange for securities that are eligible for acquisition by the Portfolio or
otherwise represented in its portfolio as described in this Prospectus or in
exchange for local currencies in which such securities of the Portfolio are
denominated. Securities and local currencies accepted by the Fund for exchange
and Portfolio shares to be issued in the 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, interests, 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.
Investors that desire to purchase shares of the Portfolio with local currencies
should first contact the Advisor.

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 Portfolio and current market
quotations are readily available for such securities; (2) the investor
represents and agrees that all securities offered to be exchanged are not
subject to any restrictions upon their sale by the Portfolio under the
Securities Act of 1933 or under the laws of the country in which the principal
market for such securities exists, or otherwise; and (3) at the discretion of
the Fund, the value of any such security (except U.S. government securities)
being exchanged, together with other securities of the same issuer owned by the
Portfolio, may not exceed 5% of the net assets of the Portfolio immediately
after the transaction. The Fund will accept such securities for investment and
not for resale.

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 or local currency exchanged. Investors
interested in such exchanges should contact the Advisor. Purchases of shares
will be made in full and fractional shares calculated to three decimal places.
In the interest of economy and convenience, certificates for shares will not be
issued.

POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING

The Portfolio is designed for long-term investors and is not intended for
investors that engage in excessive short-term trading activity that may be
harmful to the Portfolio, including but not limited to market timing. Short-term
or excessive trading into and out of the Portfolio can disrupt portfolio
management strategies, harm performance, and increase Portfolio expenses for all
shareholders, including long-term shareholders who do not generate these costs.

In addition, the nature of the Portfolio's holdings may present
opportunities for a shareholder to engage in a short-term trading strategy that
exploits possible delays between changes in the price of the Portfolio's
holdings and the reflection of those changes in the Portfolio's net asset value
(called "arbitrage market timing"). Such delays may occur because the Portfolio
(or an Underlying Fund in which it invests) has significant investments in
foreign securities where, due to time zone differences, the values of those
securities are established some time before the Portfolio calculates its net
asset value. In such circumstances, the available market prices for such foreign
securities may not accurately reflect the latest indications of value at the
time the Portfolio calculates its net asset value. There is a possibility that
arbitrage market timing may dilute the value of the Portfolio's shares if
redeeming shareholders receive proceeds (and purchasing shareholders receive
shares) based upon a net asset value that does not reflect appropriate fair
value prices.

The Board of Directors of the Fund (the "Board") has adopted a policy (the
"Trading Policy") and the Advisor and DFA Securities Inc. (collectively,
"Dimensional") and their agents have implemented the following procedures, which
are designed to discourage and prevent market timing or excessive short-term
trading in the Portfolio: (i) trade activity monitoring and purchase blocking
procedures, and (ii) use of fair value pricing.

The Fund, Dimensional and their agents monitor trades and flows of money in
and out of the Portfolio from time to time in an effort to detect excessive
short-term trading activities, and for consistent enforcement of the Trading
Policy. The Fund reserves the right to take the actions necessary to stop
excessive or disruptive trading activities, including refusing or canceling
purchase or exchange orders for any reason, without prior notice, particularly
purchase or exchange orders that the Fund believes are made on behalf of market
timers. The Fund, Dimensional and their agents reserve the right to restrict,
refuse or cancel any purchase or exchange request made by an investor
indefinitely if the Fund or Dimensional believes that any combination of trading
activity in the accounts is potentially disruptive to the Portfolio. In making
such judgments, the Fund and Dimensional seek to act in a manner that is
consistent with the interests of shareholders. For purposes of applying these
procedures, Dimensional may consider an investor's trading history in the
Portfolio, and accounts under common ownership, influence or control.

In addition to the Fund's general ability to restrict potentially
disruptive trading activity as described above, the Fund also has adopted
purchase blocking procedures. Under the Fund's purchase blocking procedures,
where an investor has engaged in any two purchases and two redemptions
(including redemptions that are part of an exchange transaction) in the
Portfolio in any rolling 30 calendar day monitoring period (i.e., two "round
trips"), the Fund and Dimensional intend to block the investor from making any
additional purchases in the Portfolio for 90 calendar days (a "purchase block").
If implemented, a purchase block will begin at some point after the transaction
that caused the investor to have engaged in the prohibited two round-trips is
detected by the Fund, Dimensional, or their agents. The Fund and Dimensional are
permitted to implement a longer purchase block, or permanently bar future
purchases by an investor, if they determine that it is appropriate.

Under the Fund's purchase blocking procedures, the following purchases and
redemptions will not trigger a purchase block: (i) purchases and redemptions of
shares having a value in each transaction of less than $5,000; (ii) purchases
and redemptions by U.S. registered investment companies that operate as funds of
funds pursuant to Section 12(d)(1)(G) of the Investment Company Act of 1940 (the
"1940 Act") or an SEC exemptive order, and non-U.S. investment companies that
operate as funds of funds (subject to monitoring by Dimensional); (iii)
purchases and redemptions by a feeder portfolio of a master fund's shares; (iv)
systematic or automated transactions where the shareholder, financial advisor or
investment fiduciary does not exercise direct control over the investment
decision; (v) retirement plan contributions, loans, loan repayments and
distributions (including hardship withdrawals) identified as such in the
retirement plan recordkeeper's system; (vi) purchase transactions involving
transfers of assets, rollovers,

Roth IRA conversions and IRA recharacterizations; (vii) purchases of shares with
Portfolio dividends or capital gain distributions; (viii) transfers and
reregistrations of shares within the Portfolio; and (ix) transactions by 529
Plans. Notwithstanding the Fund's purchase blocking procedures, all transactions
in Portfolio shares are subject to the right of the Fund and Dimensional to
restrict potentially disruptive trading activity (including purchases and
redemptions described above that will not be subject to the purchase blocking
procedures).

The Fund, Dimensional or their designees have the ability, pursuant to Rule
22c-2 under the 1940 Act, to request information from financial intermediaries,
such as 401(k) plan administrators, trust companies and broker-dealers
(together, "Intermediaries"), concerning trades placed in omnibus and other
multi-investor accounts (together, "Omnibus Accounts"), in order to attempt to
monitor trades that are placed by the underlying shareholders of these Omnibus
Accounts. The Fund, Dimensional and their designees will use the information
obtained from the Intermediaries to monitor trading in the Fund and to attempt
to identify shareholders in Omnibus Accounts engaged in trading that is
inconsistent with the Trading Policy or otherwise not in the best interests of
the Fund. The Fund, Dimensional or their designees, when they detect trading
patterns in shares of the Portfolio (or other portfolios of the Fund) that may
constitute short-term or excessive trading, will provide written instructions to
the Intermediary to restrict or prohibit further purchases or exchanges of
shares of the Portfolio (and other portfolios of the Fund) by a shareholder that
has been identified as having engaged in excessive or short-term transactions in
the Portfolio's shares (directly or indirectly through the Intermediary's
account) that violate the Trading Policy.

The ability of the Fund and Dimensional to impose these limitations,
including the purchase blocking procedures, on investors investing through
Intermediaries is dependent on the receipt of information necessary to identify
transactions by the underlying investors and the Intermediary's cooperation in
implementing the Trading Policy. Investors seeking to engage in excessive
short-term trading practices may deploy a variety of strategies to avoid
detection, and despite the efforts of the Fund and Dimensional to prevent
excessive short-term trading, there is no assurance that the Fund, Dimensional
or their agents will be able to identify those shareholders or curtail their
trading practices. The ability of the Fund, Dimensional and their agents to
detect and limit excessive short-term trading also may be restricted by
operational systems and technological limitations.

The purchase blocking procedures of the Trading Policy may not apply to
redemptions by shareholders whose shares are held on the books of Intermediaries
if the Intermediaries have not adopted procedures to implement this Policy. The
Fund and Dimensional will work with Intermediaries to develop such policies to
institute the purchase blocking procedures or other procedures that the Fund and
Dimensional determine are reasonably designed to achieve the objective of this
Trading Policy. At the time the Intermediaries adopt these procedures,
shareholders whose accounts are on the books of such Intermediaries will be
subject to the Trading Policy's purchase blocking procedures or another frequent
trading policy that achieves the objective of the purchase blocking procedures.
Investors that invest in the Portfolio through an Intermediary should contact
the Intermediary for information concerning the policies and procedures that
apply to the investors.

As of the date of this Prospectus, the ability of the Fund and Dimensional
to apply the purchase blocking procedures on purchases by all investors and the
ability of the Fund and Dimensional to monitor trades through Omnibus Accounts
maintained by Intermediaries, may be restricted due to systems limitations of
both the Fund's service providers and the Intermediaries. The Fund expects that
the application of the Trading Policy as described above, including the purchase
blocking procedures (subject to the limitations described above), will be able
to be implemented by Intermediaries in compliance with Rule 22c-2 under the 1940
Act.

In addition, the purchase blocking procedures will not apply to a
redemption transaction in which the Portfolio distributes portfolio securities
to a shareholder in-kind, where the redemption will not disrupt the efficient
portfolio management of the Portfolio and the redemption is consistent with the
interests of the remaining shareholders of the Portfolio.

In addition to monitoring trade activity, the Board has adopted fair value
pricing procedures that govern the pricing of the securities of the Portfolio.
These procedures are designed to help ensure that the prices at which Portfolio
shares are purchased and redeemed are fair, and do not result in dilution of
shareholder interests or other harm to shareholders. See the discussion under
"VALUATION OF SHARES--Net Asset Value" for additional details regarding fair
value pricing of the Portfolio's securities.

Although the procedures are designed to discourage excessive short-term
trading, none of the procedures individually nor all of the procedures taken
together can completely eliminate the possibility that excessive short-term
trading activity in the Portfolio may occur.

VALUATION OF SHARES

Net Asset Value

The net asset value per share of the Portfolio is calculated on days that
the NYSE is open for trading. The net asset value per share of the Portfolio is
calculated after the close of the NYSE (normally, 1:00 p.m. PT) by dividing the
total value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the stock of the Portfolio. The
Portfolio generally calculates its net asset value per share and accepts
purchase and redemption orders on days that the NYSE is open for trading. 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
Portfolio will invest shares of the Underlying Funds. The value of each
Underlying Fund will be its net asset value at the time the Portfolio's shares
are priced. Each Underlying Fund calculates its net asset value based on the
current market value for its portfolio securities. The Underlying Funds value
securities in the same manner as described for the Portfolio below.

The value of shares of the Portfolio will fluctuate in relation to its
investment experience. Securities held by the Portfolio will be valued in
accordance with applicable laws and procedures adopted by the Board, and
generally, as described below.

Securities held by the Portfolio (including over-the-counter securities)
are valued at the last quoted sales price of the day. Securities held by the
Portfolio that are listed on Nasdaq are valued at the Nasdaq Official Closing
Price ("NOCP"). If there is no last reported sales price or NOCP of the day, the
Portfolio values the securities at the mean between the most recent quoted bid
and asked prices. Price information on listed securities is taken from the
exchange where the security is primarily traded. Generally, securities issued by
open-end investment companies 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 Portfolio 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 the Fund.
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 Portfolio

may differ from the quoted or published prices for the same securities on their
primary markets or exchanges.

The Portfolio will also fair value price in the circumstances described
below. Generally, trading in foreign securities markets is completed each day at
various times before the close of the NYSE. For example, trading in the Japanese
securities markets is completed each day at the close of the Tokyo Stock
Exchange (normally, 11:00 p.m. PT), which is fourteen hours before the close of
the NYSE (normally, 1:00 p.m. PT) and the time that the net asset value of the
Portfolio is computed. Due to the time differences between the closings of the
relevant foreign securities exchanges and the time the Portfolio prices its
shares at the close of the NYSE, the Portfolio will fair value its foreign
investments when it is determined that the market quotations for the foreign
investments are either unreliable or not readily available. The fair value
prices will attempt to reflect the impact of the U.S. financial markets'
perceptions and trading activities on the Portfolio's foreign investments since
the last closing prices of the foreign investments were calculated on their
primary foreign securities markets or exchanges. For these purposes, the Board
of Directors of the Fund has determined that movements in relevant indices or
other appropriate market indicators, after the close of the Tokyo Stock Exchange
or the London Stock Exchange, demonstrate that market quotations may be
unreliable, and may trigger fair value pricing. Consequently, fair valuation of
portfolio securities may occur on a daily basis. The fair value pricing by the
Portfolio utilizes data furnished by an independent pricing service (and that
data draws upon, among other information, the market values of foreign
investments). The fair value prices of portfolio securities generally will be
used when it is determined that the use of such prices will have a material
impact on the net asset value of the Portfolio. When the Portfolio uses fair
value pricing, the values assigned to the Portfolio's foreign investments may
not be the quoted or published prices of the investments on their primary
markets or exchanges. The Board of Directors' of the Fund monitors the operation
of the method used to fair value price the Portfolio's foreign investments.

Valuing securities at fair value involves greater reliance on judgment than
valuing securities that have readily available market quotations. There can be
no assurance that the Portfolio could obtain the fair value assigned to a
security if it were to sell the security at approximately the time at which the
Portfolio determines its net asset value per share. As a result, the sale or
redemption by the Portfolio of its shares at net asset value, at a time when a
holding or holdings are valued at fair value, may have the effect of diluting or
increasing the economic interest of existing shareholders.

The net asset value per share of the Portfolio is expressed in U.S. dollars
by translating the net assets of the Portfolio using the mean of the most recent
bid and asked prices for the dollar as quoted by generally recognized reliable
sources. Since the Portfolio owns securities that are primarily listed on
foreign exchanges that may trade on days when the Portfolio does not price its
shares, the net asset value of the Portfolio may change on days when
shareholders will not be able to purchase or redeem shares.

Certain of the securities holdings of the Portfolio in emerging markets may
be subject to tax, investment, and currency repatriation regulations of the
emerging market country that could have a material effect on the values of the
securities. For example, the Portfolio might be subject to different levels of
taxation on current income and realized gains depending upon the holding period
of the securities. In general, a longer holding period (e.g., 5 years) may
result in the imposition of lower tax rates than a shorter holding period (e.g.,
1 year). The Portfolio may also be subject to certain contractual arrangements
with investment authorities in an Approved Market that require the Portfolio to
maintain minimum holding periods or to limit the extent of repatriation of
income and realized gains.

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

Public Offering Price

Provided that the transfer agent has received the investor's Account
Registration Form in good order and the custodian has received the investor's
payment, shares of the Portfolio will be priced at the public offering price,
which is the net asset value of the shares next determined after receipt of the
investor's funds by the custodian. The transfer agent or the Fund may appoint,
from time to time, sub-transfer 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, that is authorized to receive
purchase orders. If the investor buys shares through an Intermediary or
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). No reimbursement fee or
sales charge is imposed on purchases. If an order to purchase shares must be
canceled due to non-payment, the purchaser will be responsible for any loss
incurred by the Portfolio 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 Portfolio and may prohibit or restrict the
manner in which such purchaser may place further orders.

EXCHANGE OF SHARES

Investors may exchange shares of the Portfolio for shares of another
portfolio by first contacting the Advisor at (310) 395-8005 to notify the
Advisor of the proposed exchange and then completing a letter of instruction and
sending it to: DFA Investment Dimensions Group Inc. Letters of instruction
regarding exchange of shares may be mailed to the following address:

DFA Investment Dimensions Group Inc.
Attn: Client Operations
1299 Ocean Avenue
Santa Monica, CA 90401

Exchanges are accepted only into those portfolios that are eligible for the
exchange privilege. Investors should contact their financial advisor for a list
of those portfolios that accept exchanges.

The minimum amount for an exchange is $100,000. Contact the Advisor for
information regarding the portfolios available for exchanges and to request
copies of the prospectuses of such portfolios. Shareholders that invest in the
Portfolio through a financial intermediary should contact their financial
intermediary for information regarding exchanges. 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 loss on the
transaction. The Fund reserves the right to revise or terminate the exchange
privilege, limit the amount of or reject any exchange, or waive the minimum
amount requirement as deemed necessary, at any time.

Investors in the Portfolio also may exchange all or part of their Portfolio
shares into certain portfolios of Dimensional Investment Group Inc., subject to
the minimum purchase requirement set forth

in the applicable portfolio's prospectus. Investors may contact the Advisor at
the above-listed phone number for more information on such exchanges and to
request copies of the prospectuses of portfolios of Dimensional Investment Group
Inc.

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, and any proposed exchange is subject to the
approval of the Advisor. Such approval will depend on: (i) the size of the
proposed exchange; (ii) the prior number of exchanges by that shareholder; (iii)
the nature of the underlying securities and the cash position of the portfolios
involved in the proposed exchange; (iv) the transaction costs involved in
processing the exchange; and (v) the total number of redemptions by exchange
already made out of the Portfolio. Excessive use of the exchange privilege is
defined as any pattern of exchanges among portfolios by an investor that
evidences market timing.

The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Advisor has received a letter of instruction in good order. "Good order" means a
completed letter of instruction specifying the dollar amount to be exchanged,
signed by all registered owners of the shares; and if the Fund does not have on
file the authorized signatures for the account, proof of authority and a
guarantee of the signature of each registered owner by an "eligible guarantor
institution." Such institutions generally include national or state banks,
savings associations, savings and loan associations, trust companies, savings
banks, credit unions, and members of a recognized stock exchange. Exchanges will
be accepted only if stock certificates have not been issued and the shares of
the Portfolio being acquired are registered in the investor's state of
residence.

REDEMPTION OF SHARES

Redemption Procedure

Investors who desire to redeem shares of the Portfolio must first contact
the Advisor at (310) 395-8005. Shareholders who invest in the Portfolio through
a financial intermediary should contact their financial intermediary regarding
redemption procedures. The Portfolio will redeem shares at the net asset value
of such shares next determined, after receipt of a written request for
redemption in good order, by the transfer agent (or by an Intermediary or a
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 (normally
1:00 p.m. PT), including but not limited to: a letter of instruction or a stock
assignment specifying the number of shares or dollar amount to be redeemed,
signed by all registered owners (or authorized representatives thereof) of the
shares; and if the Fund does not have on file the authorized signatures for the
account, proof of authority and a guarantee of the signature of each registered
owner by an eligible guarantor institution; and any other required supporting
legal documents. A signature guarantee may be obtained from a domestic bank or
trust company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not a part of these programs will not be accepted.

Shareholders redeeming shares who have authorized redemption payment by
wire in writing, may request that redemption proceeds be paid in federal funds
wired to the bank they have designated in writing. The Fund reserves the right
to send redemption proceeds by check in its discretion; a shareholder

may request overnight delivery of such check at the shareholder's own expense.
If the proceeds are wired to the shareholder's account at a bank that is not a
member of the Federal Reserve System, there could be a delay in crediting the
funds to the shareholder's bank account. The Fund reserves the right at any time
to suspend or terminate the redemption by wire procedure after prior
notification to shareholders. No fee is charged for redemptions. The redemption
of all shares in an account will result in the account being closed. A new
Account Registration Form will be required for future investments. See "PURCHASE
OF SHARES." In the interests of economy and convenience, certificates for shares
are not issued.

Although the redemption payments will ordinarily be made within seven days
after receipt, payment to investors redeeming shares that 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 ten days.
Investors may avoid this delay by submitting a certified check along with the
purchase order.

Redemption of Small Accounts

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

In-Kind Redemptions

When in the best interests of the Portfolio, it may make a redemption
payment, in whole or in part, by a distribution of portfolio securities in lieu
of cash. Such distributions will be made in accordance with the federal
securities laws and regulations governing mutual funds in accordance with Rule
18f-1 under the Investment Company Act of 1940. The Portfolio also reserves the
right to redeem its shares in the currencies in which its investments are
denominated. Investors may incur brokerage charges and other transaction costs
in selling such securities and converting such currencies to dollars. Also, the
value of foreign securities or currencies may be affected by currency exchange
fluctuations.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Portfolio generally will disclose up to its 25 largest portfolio
holdings (other than cash and cash equivalents) and the percentages that each of
these largest portfolio holdings represent of the total assets of the Portfolio,
as of the most recent month-end, online at the Advisor's public website,
http://www.dimensional.com, within 20 days after the end of each month. The
Portfolio also generally will disclose its complete portfolio holdings, as of
month-end, online at the Advisor's public website, three months following the
month-end. Please consult the SAI for a description of the other policies and
procedures that govern disclosure of the portfolio holdings by the Portfolio.

DELIVERY OF SHAREHOLDER DOCUMENTS

To eliminate duplicate mailings and reduce expenses, the Portfolio may
deliver a single copy of certain shareholder documents, such as this Prospectus
and annual and semi-annual reports, to related shareholders at the same address,
even if accounts are registered in different names. This practice is

known as "householding." The Portfolio will not household personal information
documents, such as account statements. If you do not want the mailings of these
documents to be combined with those of other members of your household, please
call us collect at (310) 395-8005. We will begin sending individual copies of
the shareholder documents to you within 30 days of receiving your request.

SERVICE PROVIDERS

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

Investment Advisor
Custodian
DIMENSIONAL FUND ADVISORS LP
1299 Ocean Avenue PFPC TRUST COMPANY
Santa Monica, CA 90401 301 Bellevue Parkway
Tel. No. (310) 395-8005 Wilmington, DE 19809
- ----------------------------------------------------------------------------------
Sub-Advisors

DIMENSIONAL FUND ADVISORS LTD.

7 Down Street
London W1J7AJ
United Kingdom
Tel. No. (20) 7016-4500 Accounting Services,
Dividend Disbursing, and Transfer
DFA AUSTRALIA LIMITED Agent

Level 29 Gateway PFPC INC.
1 MacQuarie Place 301 Bellevue Parkway
Sydney, New South Wales 2000 Wilmington, DE 19809
Australia
Tel. No. (612) 8 336-7100
- ----------------------------------------------------------------------------------

Legal Counsel

STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
- ----------------------------------------------------------------------------------

Independent Registered Public Accounting Firm

PRICEWATERHOUSECOOPERS LLP
Two Commerce Square
Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
- ----------------------------------------------------------------------------------

Other Available Information

You can find more information about the Fund and the Portfolio in the
Portfolio's 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. The Portfolio is new, so these reports are not yet available for
the Portfolio.

Request free copies from:

o Your investment advisor--if you are a client of an investment advisor who
has invested in the Portfolio on your behalf.

o The Fund--if you represent an institutional investor, registered investment
advisor or other qualifying investor. Call collect at (310) 395-8005.

o Access them on our website at http://www.dimensional.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 1-202-551-8090.

Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, CA 90401
(310) 395-8005

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

DFA GLOBAL REAL ESTATE SECURITIES PORTFOLIO

DFA Investment Dimensions Group Inc.

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

STATEMENT OF ADDITIONAL INFORMATION

April 23, 2008

This statement of additional information ("SAI") relates to the shares of
the DFA Global Real Estate Securities Portfolio (the "Portfolio") of DFA
Investment Dimensions Group Inc. (the "Fund"), an open-end management investment
company.

This SAI is not a prospectus but should be read in conjunction with the
Prospectus of the Portfolio, dated April 23, 2008, as amended from time to time.
As of April 23, 2008, the Portfolio had not yet commenced operations, so no
financial information is shown for the Portfolio in the Fund's annual report for
the fiscal year ended November 30, 2007. The Prospectus 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

FORWARD FOREIGN CURRENCY TRANSACTIONS..........................................4

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

EXCHANGE-TRADED FUNDS..........................................................5

CONVERTIBLE DEBENTURES.........................................................5

DIRECTORS AND OFFICERS.........................................................6

SERVICES TO THE PORTFOLIO.....................................................15

ADVISORY FEES.................................................................16

PORTFOLIO MANAGERS............................................................16

GENERAL INFORMATION...........................................................18

CODE OF ETHICS................................................................18

SHAREHOLDER RIGHTS............................................................19

PRINCIPAL HOLDERS OF SECURITIES...............................................19

PURCHASE OF SHARES............................................................19

REDEMPTION AND TRANSFER OF SHARES.............................................20

TAXATION OF THE PORTFOLIO.....................................................20

PROXY VOTING POLICIES.........................................................27

DISCLOSURE OF PORTFOLIO HOLDINGS..............................................29

FINANCIAL STATEMENTS..........................................................31

PERFORMANCE DATA..............................................................31

PORTFOLIO CHARACTERISTICS AND POLICIES

The following information supplements the information set forth in the
Prospectus of the Portfolio. Capitalized terms not otherwise defined in this SAI
have the meaning assigned to them in the Prospectus.

The Portfolio described in this SAI is a "fund of funds" that seeks to
achieve its investment objective by primarily allocating its assets in the DFA
Real Estate Securities Portfolio and the DFA International Real Estate
Securities Portfolio (each an "Underlying Fund" and together, the "Underlying
Funds"), which are two other funds managed by Dimensional Fund Advisors LP (the
"Advisor" or "Dimensional"). In addition to investing in the Underlying Funds,
the Portfolio may also invest directly in securities and other investments.
Dimensional serves as the investment advisor to the Portfolio. The Advisor is
organized as a Delaware limited partnership and is controlled and operated by
its general partner, Dimensional Holdings Inc., a Delaware corporation. Prior to
November 3, 2006, the Advisor was named Dimensional Fund Advisors Inc. and was
organized as a Delaware corporation.

The Portfolio is diversified under the federal securities laws and
regulations.

Because the structure of the Portfolio is based on the relative market
capitalizations of eligible holdings, it is possible that the Portfolio might
include at least 5% of the outstanding voting securities of one or more issuers
(other than an Underlying Fund). In such circumstances, the Portfolio 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 Portfolio's
present intention to invest primarily in the Underlying Funds, management does
not anticipate that the Portfolio will include as much as 5% of the voting
securities of any issuer (other than an Underlying Fund).

BROKERAGE TRANSACTIONS

The following discussion relates to the policies of the Portfolio and
Underlying Funds with respect to brokerage commissions. The Portfolio and
Underlying Funds will incur brokerage costs when engaging in portfolio
transactions for securities. However, the Portfolio will not incur any brokerage
costs in connection with its purchase or redemption of shares of the Underlying
Funds.

Portfolio transactions will be placed with a view to receiving the best
price and execution. The Portfolio and Underlying Funds 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 that effect
transactions for the Portfolio and Underlying Funds to determine the effect that
the brokers' trading has on the market prices of the securities in which the
Portfolio and Underlying Funds invest. The Advisor also checks the rate of
commission being paid by the Portfolio and Underlying Funds to their 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 or the
sub-advisors with investment research, such as reports concerning individual
issuers, industries and general economic and financial trends and other research
services. The investment advisory agreements of the Portfolio and Underlying
Funds permit the Advisor knowingly to pay commissions on these transactions that
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. 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 Portfolio or Underlying Funds.

Subject to obtaining best price and execution, transactions may be placed
with brokers that have assisted in the sale of Portfolio or Underlying Fund
shares. The Advisor, however, pursuant to policies and procedures

approved by the Board of Directors of the Fund, is prohibited from selecting
brokers and dealers to effect a portfolio securities transactions for a
Portfolio or Underlying Fund based (in whole or in part) on a broker's or
dealer's promotion or sale of shares issued by the Portfolio or Underlying Fund
or any other registered investment companies.

The over-the-counter market (the "OTC") companies eligible for purchase by
the Portfolio and Underlying Funds may be thinly traded securities. Therefore,
the Advisor believes it needs maximum flexibility to effect OTC trades on a best
execution basis. To that end, the Advisor places buy and sell orders for the
Portfolio and Underlying Funds with market makers, third market brokers,
electronic communications networks ("ECNs") and with brokers 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 to sometimes trade
larger blocks than would be possible by going through a single market maker.

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 Portfolio or Underlying 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 Portfolio and Underlying Funds can effect transactions
at the best available prices.

Because the Portfolio had not commenced investment operations prior to the
date of this SAI, the Portfolio has not incurred any brokerage commissions that
are required to be reported.

INVESTMENT LIMITATIONS

The Portfolio has adopted certain limitations that may not be changed
without the approval 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 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 the Portfolio.

The Portfolio will not:

(1) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments and provided that this restriction
does not prevent the Portfolio from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests
therein, or investing in securities that are secured by real estate or
interests therein;

(2) purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments and provided that this
restriction does not prevent the Portfolio from engaging in
transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities;

(3) make loans to other persons, except: (a) through the lending of its
portfolio securities; (b) through the purchase of debt securities,
loan participations and/or engaging in direct corporate loans for
investment purposes in accordance with its investment objective and
policies; and (c) to the extent the entry into a repurchase agreement
is deemed to be a loan;

(4) purchase the securities of any one issuer (other than the U.S.
government or any of its agencies or instrumentalities or securities
of other investment companies) if immediately after such investment:
(a) more than 5% of the value of the Portfolio's total assets would be
invested in such issuer, or (b) more than 10% of the outstanding
voting securities of such issuer would be owned by the Portfolio,
except that up to 25% of the value of the Portfolio's total assets may
be invested without regard to such 5% and 10% limitations;

(5) borrow money, except that: (a) it may borrow from banks (as defined in
the 1940 Act) or other financial institutions in amounts up to 33 1/3%
of its total assets (including the amount borrowed), and (b) to the
extent permitted by applicable law, borrow up to an additional 5% of
its total assets for temporary purposes;

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

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

(8) concentrate (invest more than 25% of its net assets) in securities of
issuers in a particular industry (other than securities issued or
guaranteed by the U.S. government or any of its agencies or securities
of other investment companies), except that the Portfolio shall invest
more than 25% of its total assets in securities of companies in the
real estate industry.

Although not a fundamental policy subject to shareholder approval, the
Portfolio does not intend to invest more than 15% of its net assets in illiquid
securities.

The investment limitations described in (4) and (8) above do not prohibit
the Portfolio from investing all or substantially all of its assets in the
shares of other registered, open-end investment companies, such as the
Underlying Funds. In applying the investment limitations described in (4) and
(8) above, the Portfolio will look through to the security holdings of the
Underlying Funds in which it invests.

With respect to the investment limitation described in 5(a) above, the
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 by
the Portfolio, and with respect to the investment limitation described in 5(b)
above, the Portfolio will segregate assets to cover the amount borrowed by the
Portfolio. The Portfolio currently does not intend to borrow money for
investment purposes.

Notwithstanding any of the above investment restrictions, the Portfolio may
establish subsidiaries or other similar vehicles for the purpose of conducting
its investment operations in emerging markets, if such subsidiaries or vehicles
are required by local laws or regulations governing foreign investors, such as
the Portfolio, or whose use is otherwise considered by the Portfolio to be
advisable. The Portfolio would "look through" any such vehicle to determine
compliance with its investment restrictions.

Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Portfolio owns, and does not include assets that
the Portfolio 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 will exclude from its total assets those assets that represent
collateral received by the Portfolio for its securities lending transactions.

Unless otherwise indicated, all limitations applicable to the Portfolio's
investments apply only at the time that a transaction is undertaken. Any
subsequent change in a rating assigned by any rating service to a security or
change in the percentage of the Portfolio's assets invested in certain
securities or other instruments resulting from market fluctuations or other
changes in the Portfolio's total assets will not require the Portfolio to
dispose of an investment until the Advisor determines that it is practicable to
sell or closeout the investment without undue market or tax consequences. In the
event that ratings services assign different ratings to the same security, the
Advisor will determine which rating the Advisor believes best reflects the
security's quality and risk at that time, which may be the higher of the several
assigned ratings.

The investment limitations set forth above only relate to the Portfolio.
The Underlying Funds may have investment limitations that are more or less
restrictive than those of the Portfolio. The investment limitations of the
Underlying Funds are set forth in their respective statements of additional
information.

FUTURES CONTRACTS

The Underlying Funds may enter into futures contracts and options on
futures contracts. Each Underlying Fund may enter into futures contracts and
options on future contracts to gain market exposure on the Underlying Fund's
uninvested cash pending investments in securities 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 Underlying Funds will be required to make a margin deposit in
cash or government securities with a futures commission merchant (an "FCM") to
initiate and maintain positions in futures contracts. Minimal initial margin
requirements are established by the futures exchange and FCMs 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 to be held by the FCM will be required. Conversely, reduction
in the contract value may reduce the required margin resulting in a repayment of
excess margin to the custodial accounts of the Underlying Fund. Variation margin
payments are made to and from the futures broker for as long as the contract
remains open. The Underlying Funds expect to earn income on their margin
deposits. Each Underlying 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") General Regulations
Section 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 an Underlying 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 an Underlying Fund has entered into (determined at the time the
most recent position was established) does not exceed the liquidation value of
an Underlying Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any such contracts that an Underlying Fund has entered
into.

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 Underlying Fund would continue to be
required to make variation margin deposits. In such circumstances, if the
Underlying Fund has insufficient cash, it might have to sell portfolio
securities to meet daily margin requirements at a time when it might be
disadvantageous to do so. Management intends to minimize the possibility that it
will be unable to close out a futures contract by only entering into futures
which are traded on national futures exchanges and for which there appears to be
a liquid secondary market. Pursuant to published positions of the Securities and
Exchange Commission ("Commission") and interpretations of the staff of the
Commission, the Underlying Funds (or their custodians) are required to maintain
segregated accounts or to segregate assets through notations on the books of the
custodian, consisting of liquid assets (or, as permitted under applicable
interpretations, enter into offsetting positions) in connection with their
futures contract transactions in order to cover their obligations with respect
to such contracts. These requirements are designed to limit the amount of
leverage the Underlying Funds may use by entering into futures transactions.

FORWARD FOREIGN CURRENCY TRANSACTIONS

The Underlying Funds may acquire and sell forward foreign currency exchange
contracts in order to protect against uncertainty in the level of future foreign
currency exchange rates. The Underlying Funds will conduct their foreign
currency exchange transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market, or through entering
into forward contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days (usually less
than one year) from the date of the contract agreed upon

by the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between traders (usually large
commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

An Underlying Fund may enter into a forward contract in connection with the
purchase or sale of foreign equity securities, typically to "lock in" the value
of the transaction with respect to a different currency. In addition, an
Underlying Fund may, from time to time, enter into a forward contract to
transfer balances from one currency to another currency.

CASH MANAGEMENT PRACTICES

The Portfolio and each Underlying Fund engage in cash management practices
in order to earn income on uncommitted cash balances. Generally, cash is
uncommitted pending investment in other securities, payment of redemptions, or
in other circumstances where the Advisor believes liquidity is necessary or
desirable. For example, the Portfolio may make cash investments for temporary
defensive purposes during periods in which market, economic, or political
conditions warrant.

The Portfolio and each Underlying Fund may invest cash in short-term
repurchase agreements. In addition, the Portfolio and each Underlying Fund may
invest a portion of its assets, ordinarily not more than 20%, in money market
instruments, debt securities that at the time of purchase have an investment
grade rating by a rating agency or are deemed to be investment grade by the
Advisor, freely convertible currencies, shares of affiliated and unaffiliated
unregistered money market mutual funds, index futures contracts, and options
thereon. The Portfolio and DFA International Real Estate Securities Portfolio
may also each invest in shares of affiliated and unaffiliated registered money
market mutual funds. Investments in money market mutual funds may involve a
duplication of certain fees and expenses. The 20% guideline is not an absolute
limitation but the Portfolio and Underlying Funds do not expect to exceed this
guideline under normal circumstances.

EXCHANGE-TRADED FUNDS

The Portfolio and DFA International Real Estate Securities Portfolio also
may invest in exchange-traded funds ("ETFs") and similarly structured pooled
investments that provide exposure to equity markets, including the United
States, both within and outside the real estate industry, for the purposes of
gaining exposure to the equity markets, while maintaining liquidity. An ETF is
an investment company whose goal is to track or replicate a desired index, such
as a sector, market, or global segment. ETFs are passively managed, and traded
similarly to a publicly traded company. The risks and costs of investing in ETFs
are similar to those of investing in a publicly traded company. The goal of an
ETF is to correspond generally to the price and yield performance, before fees
and expenses, of its underlying index. The risk of not correlating to the index
is an additional risk to the investors of ETFs. When the Portfolio or DFA
International Real Estate Securities Portfolio invests in an ETF, shareholders
of the Portfolio bear their proportionate share of the underlying ETF's fees and
expenses.

CONVERTIBLE DEBENTURES

The Portfolio and DFA International Real Estate Securities Portfolio may
each invest up to 5% of its assets in convertible debentures issued by non-U.S.
companies located in the countries in which it is permitted to invest.
Convertible debentures include corporate bonds and notes that may be converted
into or exchanged for common stock. These securities are generally convertible
either at a stated price or a stated rate (that is, for a specific number of
shares of common stock or other security). As with other fixed income
securities, the price of a convertible debenture, to some extent, varies
inversely with interest rates. While providing a fixed income stream (generally
higher in yield than the income derived from a common stock, but lower than that
afforded by a non-convertible debenture), a convertible debenture also affords
the investor an opportunity, through its conversion feature, to participate in
the capital appreciation of the common stock into which the debenture is
convertible. As the market price of the underlying common stock declines,
convertible debentures tend to trade increasingly on a yield basis and so may
not experience market value declines to the same extent as the underlying common
stock. When the

market price of the underlying common stock increases, the price of a
convertible debenture tends to rise as a reflection of the value of the
underlying common stock. To obtain such a higher yield, the Portfolio or
Underlying Fund may be required to pay for a convertible debenture an amount in
excess of the value of the underlying common stock. Common stock acquired by the
Portfolio or Underlying Fund upon conversion of a convertible debenture will
generally be held for as long as the Advisor anticipates such stock will provide
the Portfolio or Underlying Fund with opportunities that are consistent with the
Portfolio's investment objective and policies.

DIRECTORS AND OFFICERS

Directors

The Board of Directors of the Fund ("Board") is responsible for
establishing the Fund's policies and for overseeing the management of the Fund.

The Board 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
registered public accounting firm and also acts as a liaison between the Fund's
independent registered public accounting firm and the full Board. There were
four Audit Committee meetings for the Fund held during the fiscal year ended
November 30, 2007.

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, including the Portfolio, and reviews the performance of
the Fund's service providers. There were six Performance Committee meetings held
during the fiscal year ended November 30, 2007.

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.

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
- --------------------- ----------- ----------- -------------------------------------- ----------------- ----------------
John P. Gould Director Since 1986 Trustee,
Graduate School of Steven G. Rothmeier Distinguished 91 portfolios Harbor Fund
Business, Service Professor of Economics, in 4 investment (registered
University of Graduate School of Business, companies investment
Chicago University of Chicago (since 1965). company) (14
5807 S. Woodlawn Member of the Board of Milwaukee Portfolios)
Avenue Insurance Company (since 1997). (since 1994).
Chicago, IL 60637 Member Competitive Markets Advisory
Age: 69 Committee, Chicago Mercantile
Exchange (futures trading exchange)
(since 2004). Formerly, Director of
UNext Inc. (1999 - 2006). Formerly,
Senior Vice President, Lexecon Inc.
(economics, law, strategy, and
finance consulting) (1994 - 2004).
Formerly, President, Cardean
University (division of UNext) (1999
- 2001).
- --------------------- ----------- ----------- -------------------------------------- ----------------- ----------------
Roger G. Ibbotson Director Since 1981
Yale School of Professor in Practice of Finance, 91 portfolios
Management Yale School of Management (since in 4 investment
P.O. Box 208200 1984). Director, BIRR Portfolio companies
New Haven, CT Analysis, Inc. (software products)
06520-8200 (since 1990). Consultant to
Age: 64 Morningstar, Inc. (since 2006).
Chairman, CIO and Partner, Zebra
Capital Management, LLC (hedge fund
manager) (since 2001). Formerly,
Chairman, Ibbotson Associates, Inc.,
Chicago, IL (software, data,
publishing and consulting) (1977 -
2006).
- --------------------- ----------- ----------- -------------------------------------- ----------------- ----------------
Robert C. Merton Director Since 2003 Director,
Harvard Business John and Natty McArthur University 91 portfolios Vical
School Professor, Graduate School of in 4 investment Incorporated
353 Baker Library Business Administration, Harvard companies (biopharmaceutical
Soldiers Field University (since 1998). George product
Boston, MA 02163 Fisher Baker Professor of Business development)
Age: 63 Administration, Graduate School of (since 2002).
Business Administration, Harvard
University (1988-1998). Co-founder,
Chief Science Officer and Director,
Trinsum Group, a successor to
Integrated Finance Limited
(investment banking advice and
strategic consulting) (since 2002).
Director, MFRisk, Inc. (risk
management software) (since 2001).
Director, Peninsula Banking Group
(bank) (since 2003). Director,
Community First Financial Group
(bank holding company) (since
2003). Advisory Board Member, Alpha
Simplex Group (hedge fund)
(2001-2007). Member Competitive
Markets Advisory Council, Chicago
Mercantile Exchange (futures trading
exchange) (since 2004). Formerly,
Advisory Board Member, NuServe
(insurance software) (2001-2003).
- --------------------- ----------- ----------- -------------------------------------- ----------------- ----------------
Myron S. Scholes Director Since 1981 Director,
Platinum Grove Frank E. Buck Professor Emeritus of 91 portfolios American
Asset Management, Finance, Stanford University (since in 4 investment Century Fund
L.P. 1981). Chairman, Platinum Grove companies Complex
Reckson Executive Asset Management L.P. (hedge fund) (registered
Park (formerly, Oak Hill Platinum investment
1100 King Street Partners) (since 1999). Formerly, companies) (37
Building 4 Managing Partner, Oak Hill Capital Portfolios)
Rye Brook, NY 10573 Management (private equity firm) (since 1981);
Age: 66 (until 2004). Director, Chicago and Director,
Mercantile Exchange (since 2001). Chicago
Mercantile
Exchange
Holdings Inc.
(since 2000).
- --------------------- ----------- ----------- -------------------------------------- ----------------- ----------------

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.

- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------
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
- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------
David G. Booth Chairman, Since 1981
1299 Ocean Avenue Director, Chairman, Director/Trustee, 91 portfolios
Santa Monica, CA President President, Chief Executive Officer in 4 investment
90401 and and, formerly, Chief Investment companies
Age: 61 Chief Officer (2003 to 3/30/2007) of the
Executive following companies: Dimensional
Officer Fund Advisors LP, DFA Securities
Inc., Dimensional Emerging Markets
Value Fund Inc., DFAIDG, DIG and The
DFA Investment Trust Company.
Chairman, Director, President, Chief
Executive Officer, and Chief
Investment Officer of Dimensional
Holdings Inc. Director of
Dimensional Fund Advisors Ltd. and
formerly, Chief Investment Officer.
Director, President and Chief
Investment Officer (beginning in
2003) of DFA Australia Limited.
Formerly, Director of Dimensional
Funds PLC. Limited Partner, Oak
Hill Partners and VSC Investors,
LLC. Director, University of
Chicago Business School. Formerly,
Director, SA Funds (registered
investment company). Chairman,
Director and Chief Executive Officer
of Dimensional Fund Advisors Canada
Inc. Formerly, Director of Assante
Corporation (investment management).
- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------

- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------
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
- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------
Rex A. Sinquefield Director Since 1981
The Show Me Director/Trustee (and prior to 2006, 91 portfolios
Institute Chairman, and prior to 2003, Chief in 4 investment
7777 Bonhomme Ave., Investment Officer) of the following companies
Suite 2150 companies: Dimensional Fund
Clayton, MO 63105 Advisors LP, Dimensional Emerging
Age: 63 Markets Value Fund Inc., DFAIDG, DIG
and The DFA Investment Trust
Company. Director of Dimensional
Holdings Inc. Prior to 2006,
Director (and prior to 2003, Chief
Investment Officer) of DFA Australia
Limited and DFA Securities Inc.
Prior to 2006, Director of
Dimensional Fund Advisors Ltd.,
Dimensional Funds PLC and
Dimensional Fund Advisors Canada
Inc. Trustee and Member of
Investment Committee, St. Louis
University (since 2003). Life
Trustee and Member of Investment
Committee, DePaul University.
Director, The German St. Vincent
Orphan Home. Member of Investment
Committee, Archdiocese of St.
Louis. Trustee and Member of
Investment Committee, St. Louis Art
Museum (since 2005). President and
Director, The Show Me Institute
(public policy research) (since
2006). Trustee, St. Louis Symphony
Orchestra (since 2005). Trustee,
Missouri Botanical Garden (since
2005).
- --------------------- ---------- ----------- -------------------------------------- ----------------- ----------------

(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; Dimensional Investment Group Inc.; The DFA Investment Trust
Company; and Dimensional Emerging Markets Value Fund Inc. Each
Disinterested Director also serves on the Independent Review Committee
of the Dimensional Funds, mutual funds registered in the provinces of
Canada and managed by Dimensional Fund Advisors Canada Inc., an
affiliate of the Advisor.

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, 2007 is set
forth in the chart below.

- ---------------------------------------- -------------------------------------- --------------------------------------
Aggregate Dollar Range of Shares
Owned in All Funds Overseen by
Dollar Range of Portfolio Shares Director in Family of Investment
Name Owned Companies
- ---------------------------------------- -------------------------------------- --------------------------------------
Disinterested Directors:
- ---------------------------------------- -------------------------------------- --------------------------------------
George M. Constantinides None None
- ---------------------------------------- -------------------------------------- --------------------------------------
John P. Gould None None
- ---------------------------------------- -------------------------------------- --------------------------------------
Roger G. Ibbotson None Over $100,000
- ---------------------------------------- -------------------------------------- --------------------------------------
Robert C. Merton None None
- ---------------------------------------- -------------------------------------- --------------------------------------
Myron S. Scholes None $50,001-100,000
- ---------------------------------------- -------------------------------------- --------------------------------------
Abbie J. Smith None None
- ---------------------------------------- -------------------------------------- --------------------------------------
Interested Directors:
- ---------------------------------------- -------------------------------------- --------------------------------------
David G. Booth None Over $100,000
- ---------------------------------------- -------------------------------------- --------------------------------------
Rex A. Sinquefield None Over $100,000
- ---------------------------------------- -------------------------------------- --------------------------------------

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, 2007 and the total compensation received from all four
registered investment companies for which the Advisor served as investment
advisor during that same fiscal year. The table also provides the compensation
paid by the Fund to the Fund's Chief Compliance Officer for the fiscal year
ended November 30, 2007.

Pension or
Retirement Total Compensation
Aggregate Benefits as Estimated from Funds and DFA
Compensation Part of Annual Benefit Fund Complex Paid
Name and Position from the Fund* Expenses upon Retirement to Directors+

George M. Constantinides....... $81,586 N/A N/A $163,333
Director
John P. Gould.................. $81,586 N/A N/A $163,333
Director
Roger G. Ibbotson.............. $86,526 N/A N/A $173,333
Director
Robert C. Merton............... $81,586 N/A N/A $163,333
Director
Myron S. Scholes............... $81,586 N/A N/A $163,333
Director
Abbie J. Smith $81,586 N/A N/A $163,333
Director
Christopher S. Crossan......... $156,818 N/A N/A N/A
Chief Compliance Officer

+ 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.

* 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, 2007 is as follows: $173,333 (Mr. Ibbotson); $163,333 (Mr.
Scholes); and $163,333 (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, 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 LP, Dimensional Holdings Inc., DFA
Securities Inc., the Fund, 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
Name and Age Position Service Principal Occupation During Past 5 Years
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Robert P. Cornell Vice President Since 2007 Vice President of all the DFA Entities.
Age: 59 Regional Director of Financial Services Group
of Dimensional Fund Advisors LP (since August
1993).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Christopher S. Crossan Vice President and Since 2004 Vice President and Chief Compliance Officer
Age: 42 Chief Compliance of all the DFA Entities. Formerly, Senior
Officer Compliance Officer of INVESCO Institutional,
Inc. and its affiliates (August 2000 to
January 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
James L. Davis Vice President Since 1999 Vice President of all the DFA Entities.
Age: 51 Formerly, Vice President of DFA Australia
Limited and Dimensional Fund Advisors Ltd.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Robert T. Deere Vice President Since 1994 Vice President of all the DFA Entities and
Age: 50 DFA Australia Limited.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Robert W. Dintzner Vice President Since 2001 Vice President of all the DFA Entities. Prior
Age: 38 to April 2001, marketing supervisor and
marketing coordinator for Dimensional Fund
Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Kenneth Elmgren Vice President Since 2007 Vice President of all the DFA Entities.
Age: 53 Formerly, Managing Principal of Beverly
Capital (May 2004 to September 2006);
Principal of Wydown Capital (September 2001
to May 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Richard A. Eustice Vice President and Since 1998 Vice President and Assistant Secretary of all
Age: 42 Assistant Secretary the DFA Entities and DFA Australia Limited.
Formerly, Vice President of Dimensional Fund
Advisors Ltd.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Eugene F. Fama, Jr. Vice President Since 1993 Vice President of all the DFA Entities.
Age: 47 Formerly, Vice President of DFA Australia
Limited and Dimensional Fund Advisors Ltd.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Gretchen A. Flicker Vice President Since 2004 Vice President of all the DFA Entities. Prior
Age: 36 to April 2004, institutional client service
representative of Dimensional Fund Advisors
LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Jed S. Fogdall Vice President Since 2008 Vice President of all the DFA Entities.
Age: 33 Portfolio Manager for Dimensional Fund
Advisors LP (since September 2004). Prior to
September 2004, Staff Engineer at The Boeing
Company (1997-2004); Graduate Student at the
University of California, Los Angeles
(2000-2003).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Glenn S. Freed Vice President Since 2001 Vice President of all the DFA Entities.
Age: 46
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Mark R. Gochnour Vice President Since 2007 Vice President of all the DFA Entities.
Age: 40 Regional Director of Dimensional Fund
Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Henry F. Gray Vice President Since 2000 Vice President of all the DFA Entities. Prior
Age: 40 to July 2000, Portfolio Manager of
Dimensional Fund Advisors LP. Formerly, Vice
President of DFA Australia Limited.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
John T. Gray Vice President Since 2007 Vice President of all the DFA Entities.
Age: 33 Formerly, Regional Director of Dimensional
Fund Advisors LP (January 2005 to February
2007).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Darla Hastings Vice President Since 2007 Vice President of all the DFA Entities. Chief
Age: 52 Marketing Officer of Dimensional Fund
Advisors LP. Formerly, Senior Vice President,
Customer Experience for Benchmark Assisted
Living (May 2005 to April 2006); Executive
Vice President and Chief Marketing Officer of
State Street Corporation (September 2001 to
October 2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Joel H. Hefner Vice President Since 2007 Vice President of all the DFA Entities.
Age: 40 Regional Director of Dimensional Fund
Advisors LP (since June 1998).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Julie C. Henderson Vice President and Since 2005 Vice President and Fund Controller of all the
Age: 34 Fund Controller DFA Entities. Formerly, Senior Manager at
PricewaterhouseCoopers LLP (July 1996 to
April 2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Kevin B. Hight Vice President Since 2005 Vice President of all the DFA Entities.
Age: 40 Formerly, Regional Director of Dimensional
Fund Advisors LP (March 2003 to March 2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Christine W. Ho Vice President Since 2004 Vice President of all the DFA Entities. Prior
Age: 40 to April 2004, Assistant Controller of
Dimensional Fund Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Jeff J. Jeon Vice President Since 2004 Vice President of all the DFA Entities. Prior
Age: 34 to April 2004, Counsel of Dimensional Fund
Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------

- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Term of
Office(1) and
Length of
Name and Age Position Service Principal Occupation During Past 5 Years
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Patrick M. Keating Vice President Since 2003 Vice President of all the DFA Entities and
Age: 53 Chief Operating Officer of Dimensional Fund
Advisors LP. Director, Vice President, and
Chief Privacy Officer of Dimensional Fund
Advisors Canada Inc. Director of DFA
Australia Limited.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Joseph F. Kolerich Vice President Since 2004 Vice President of all the DFA Entities.
Age: 36 Portfolio Manager for Dimensional Fund
Advisors LP (since April 2001).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Michael F. Lane Vice President Since 2004 Vice President of all the DFA Entities.
Age: 40 Formerly, Vice President of Advisor Services
at TIAA-CREF (July 2001 to September 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Kristina M. LaRusso Vice President Since 2006 Vice President of all DFA Entities. Formerly,
Age: 32 Operations Supervisor of Dimensional Fund
Advisors LP (March 2003 to December 2006).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Inmoo Lee Vice President Since 2007 Vice President of all DFA Entities. Associate
Age: 41 Professor, Department of Finance and
Accounting, Business School, National
University of Singapore (7/2004 - present)
Associate Professor, College of Business
Administration, Korea University (9/2001 -
5/2006).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Juliet H. Lee Vice President Since 2005 Vice President of all the DFA Entities. Human
Age: 37 Resources Manager of Dimensional Fund
Advisors LP (since January 2004). Formerly,
Assistant Vice President for Metropolitan
West Asset Management LLC (February 2001 to
December 2003).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Aaron M. Marcus Vice President and Since 2008 Vice President and Head of Global Human
Age: 38 Head of Global Human Resources of Dimensional Fund Advisors LP.
Resources Formerly, Global Head of Recruiting and Vice
President of Goldman Sachs & Co. (June 2006
to January 2008); Global Co-Head of HR of the
Equities & FICC Division, and Vice President
of Goldman Sachs & Co. (May 2005 to May
2006); Head of Americas Campus Recruiting and
Vice President of Goldman Sachs & Co. (April
2003 to May 2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
David R. Martin Vice President, Since 2007 Vice President, Chief Financial Officer and
Age: 51 Chief Financial Treasurer of Dimensional Fund Advisors LP.
Officer and Treasurer Director, Vice President, Chief Financial
Officer and Treasurer of Dimensional Fund
Advisors Ltd. and DFA Australia Limited.
Chief Financial Officer, Treasurer, and Vice
President of Dimensional Fund Advisors Canada
Inc. Director of Dimensional Funds PLC and
Dimensional Funds II PLC. Formerly, Executive
Vice President and Chief Financial Officer of
Janus Capital Group Inc. (June 2005 to March
2007); Senior Vice President of Finance at
Charles Schwab & Co., Inc. (March 1999 to May
2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Heather E. Mathews Vice President Since 2004 Vice President of all the DFA Entities and
Age: 38 Dimensional Fund Advisors Ltd. Prior to April
2004, Portfolio Manager for Dimensional Fund
Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Catherine L. Newell Vice President and Vice President Vice President and Secretary of all the DFA
Age: 43 Secretary since 1997 and Entities. Vice President and Assistant
Secretary Secretary of DFA Australia Limited. Director,
since 2000 Vice President and Secretary of Dimensional
Fund Advisors Ltd. (since February 2002,
April 1997, and May 2002, respectively). Vice
President and Secretary of Dimensional Fund
Advisors Canada Inc. Director of Dimensional
Funds PLC and Dimensional Funds II PLC (since
2002 and 2006, respectively). Formerly,
Assistant Secretary of all DFA Entities and
Dimensional Fund Advisors Ltd.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Gerard K. O'Reilly Vice President Since 2007 Vice President of all the DFA Entities.
Age: 31 Formerly, Research Associate of Dimensional
Fund Advisors LP (2004 to 2006); Research
Assistant in PhD program, Aeronautics
Department California Institute of Technology
(1998 to 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Carmen Palafox Vice President Since 2006 Vice President of all the DFA Entities.
Age: 33 Operations Manager of Dimensional Fund
Advisors LP (since May 1996).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------

- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Term of
Office(1) and
Length of
Name and Age Position Service Principal Occupation During Past 5 Years
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Sonya K. Park Vice President Since 2005 Vice President of all the DFA Entities.
Age: 35 Formerly, Institutional client service
representative of Dimensional Fund Advisors
LP (February 2002 to January 2005).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
David A. Plecha Vice President Since 1993 Vice President of all the DFA Entities, DFA
Age: 46 Australia Limited and Dimensional Fund
Advisors Ltd.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Ted Randall Vice President Since 2008 Vice President of all the DFA Entities.
Age: 34 Formerly, Research Associate of Dimensional
Fund Advisors LP (2006 to 2008); Systems
Developer of Dimensional Fund Advisors LP
(2001 to 2006).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Eduardo A. Repetto Vice President and Vice President Chief Investment Officer (beginning March
Age: 41 Chief Investment since 2002 and 2007) and Vice President of all the DFA
Officer Chief Entities, DFA Australia Limited and
Investment Dimensional Fund Advisors Canada Inc.
Officer since Formerly, Research Associate for Dimensional
2007 Fund Advisors LP (June 2000 to April 2002).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
L. Jacobo Rodriguez Vice President Since 2005 Vice President of all the DFA Entities.
Age: 36 Formerly, Institutional client service
representative of Dimensional Fund Advisors
LP (August 2004 to July 2005); Financial
Services Analyst, Cato Institute (September
2001 to June 2004); Book Review Editor, Cato
Journal, Cato Institute (May 1996 to June
2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
David E. Schneider Vice President Since 2001 Vice President of all the DFA Entities.
Age: 62 Director of Institutional Services.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Ted R. Simpson Vice President Since 2007 Vice President of all the DFA Entities.
Age: 39 Regional Director of Dimensional Fund
Advisors (since December 2002).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Bryce D. Skaff Vice President Since 2007 Vice President of all the DFA Entities.
Age: 33 Formerly, Regional Director of Dimensional
Fund Advisors (December 1999 to January 2007).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Grady M. Smith Vice President Since 2004 Vice President of all the DFA Entities.
Age: 51 Formerly, Portfolio Manager of Dimensional
Fund Advisors LP (August 2001 to April 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Carl G. Snyder Vice President Since 2000 Vice President of all the DFA Entities.
Age: 44 Formerly, Vice President of DFA Australia
Limited.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Lawrence R. Spieth Vice President Since 2004 Vice President of all the DFA Entities. Prior
Age: 60 to April 2004, Regional Director of
Dimensional Fund Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Bradley G. Steiman Vice President Since 2004 Vice President of all the DFA Entities and
Age: 35 Director and Vice President of Dimensional
Fund Advisors Canada Inc.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Karen E. Umland Vice President Since 1997 Vice President of all the DFA Entities, DFA
Age: 42 Australia Limited, Dimensional Fund Advisors
Ltd., and Dimensional Fund Advisors Canada
Inc.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Carol W. Wardlaw Vice President Since 2004 Vice President of all the DFA Entities. Prior
Age: 49 to April 2004, Regional Director of
Dimensional Fund Advisors LP.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Weston J. Wellington Vice President Since 1997 Vice President of all the DFA Entities.
Age: 57 Formerly, Vice President of DFA Australia
Limited.
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Daniel M. Wheeler Vice President Since 2001 Vice President of all the DFA Entities. Prior
Age: 63 to 2001 and currently, Director of Global
Financial Advisor Services of Dimensional
Fund Advisors LP. Director of Dimensional
Fund Advisors Ltd. (since October 2003) and
President of Dimensional Fund Advisors Canada
Inc. (since June 2003).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
W. Ryan Wiley Vice President Since 2007 Vice President of all the DFA Entities.
Age: 31 Senior Trader of Dimensional Fund Advisors
LP. Formerly, Portfolio Manager (2006 to
2007) and Trader (2001 to 2006).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------
Paul E. Wise Vice President Since 2005 Vice President of all the DFA Entities. Chief
Age: 53 Technology Officer for Dimensional Fund
Advisors LP (since 2004). Formerly, Principal
of Turnbuckle Management Group (January 2002
to August 2004).
- ---------------------------- ---------------------- ---------------- -----------------------------------------------

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

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

SERVICES TO THE PORTFOLIO

Administrative Services

PFPC Inc. ("PFPC"), 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing, and transfer agent for the
Portfolio and Underlying Funds. The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services. For the
administrative and accounting services provided by PFPC, each Underlying Fund
pays PFPC annual fees that are calculated daily and paid monthly according to a
fee schedule based on the aggregate average net assets of the Fund Complex,
which includes four registered investment companies and a group trust. The fee
schedule is set forth in the table below:

.0110% of the Fund Complex's first $50 billion of average net assets;
.0085% of the Fund Complex's next $25 billion of average net assets; and
.0075% of the Fund Complex's average net assets in excess of $75 billion.

The fees charged to each Underlying Fund under the fee schedule are
allocated to the Underlying Fund based on the Underlying Fund's pro rata portion
of the aggregate average net assets of the Fund Complex.

The Portfolio is subject to a monthly fee of $1,000. The Underlying Funds
are also subject to certain monthly base fees. The DFA Real Estate Securities
Portfolio is subject to a monthly base fee of $1,666 and the DFA International
Real Estate Securities Portfolio is subject to a monthly base fee of $2,038.

The Portfolio also pays separate fees to PFPC with respect to the services
PFPC provides as transfer agent and dividend disbursing agent.

Custodian

PFPC Trust Company, 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for the Portfolio. The custodian maintains a separate account or
accounts for the Portfolio; receives, holds, and releases portfolio securities
on account of the Portfolio; makes receipts and disbursements of money on behalf
of the Portfolio; and collects and receives income and other payments and
distributions on account of the Portfolio'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
Financial Industry Regulatory Authority. The principal business address of DFAS
is 1299 Ocean Avenue, 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 Registered Public Accounting Firm

PricewaterhouseCoopers LLP ("PwC") is the independent registered public
accounting firm to the Fund and audits the annual financial statements of the
Fund. PwC's address is Two Commerce Square, Suite 1700, 2001 Market Street,
Philadelphia, PA 19103-7042.

ADVISORY FEES

David G. Booth and Rex A. Sinquefield, as directors and/or officers of the
Advisor and shareholders of the outstanding stock of the Advisor's general
partner, may be deemed controlling persons of the Advisor. For the services it
provides as investment advisor to the Portfolio, the Advisor is paid a monthly
fee calculated as a percentage of average net assets of the Portfolio. As of the
date of this SAI, the Portfolio had not yet commenced operations, so the
Portfolio has not paid any management fees.

The Advisor has voluntarily agreed to waive all or a portion of the
Portfolio's management fee to the extent necessary to limit the total management
fees paid by the Portfolio to the Advisor directly and indirectly (the
proportionate share of the management fees paid by the Portfolio through its
investment in other funds managed by the Advisor) to 0.55% of the Portfolio's
average net assets on an annualized basis. Pursuant to a Fee Waiver and Expense
Assumption Agreement for the Portfolio, the Advisor has agreed to waive all or a
portion of its management fee and to assume the expenses of the Portfolio
(including the expenses that the Portfolio bears as a shareholder of other funds
managed by the Advisor but excluding the expenses that the Portfolio incurs
indirectly through its investment in unaffiliated investment companies)
("Portfolio Expenses") to the extent necessary to limit the Portfolio Expenses
of the Portfolio to 0.55% of the Portfolio's average net assets on an annualized
basis (the "Expense Limitation Amount"). At any time that the Portfolio Expenses
of the Portfolio are less than the Portfolio's Expense Limitation Amount, the
Advisor retains the right to seek reimbursement for any fees previously waived
and/or expenses previously assumed to the extent that such reimbursement will
not cause the Portfolio's annualized Portfolio Expenses to exceed the
Portfolio's Expense Limitation Amount. The Portfolio is not obligated to
reimburse the Advisor for fees previously waived or expenses previously assumed
by the Advisor more than thirty-six months before the date of such
reimbursement. The Fee Waiver and Expense Assumption Agreement will remain in
effect for an initial period until April 1, 2009, and then shall continue in
effect from year to year for one-year periods thereafter unless terminated by
the Advisor.

PORTFOLIO MANAGERS

In accordance with the team approach used to manage the Portfolio, the
portfolio managers and portfolio traders implement the policies and procedures
established by the Investment Committee. The portfolio managers and portfolio
traders also make daily investment decisions regarding the Portfolio including
running buy and sell programs based on the parameters established by the
Investment Committee. Stephen A. Clark and Karen E. Umland together coordinate
the efforts of all other portfolio managers with respect to the day-to-day
management of the Portfolio

Because the Portfolio had not commenced operations prior to the date of
this SAI, the portfolio managers do not own any shares of the Portfolio.

Description of Compensation Structure

Portfolio managers receive a base salary and bonus. Compensation of a
portfolio manager is determined at the discretion of the Advisor and is based on
a portfolio manager's experience, responsibilities, the perception of the
quality of his or her work efforts, and other subjective factors. The
compensation of portfolio managers is not directly based upon the performance of
the Portfolio or other accounts that the portfolio managers manage. The Advisor
reviews the compensation of each portfolio manager annually and may make
modifications in compensation as the Advisor's Compensation Committee deems
necessary to reflect changes in the market. Each portfolio manager's
compensation consists of the following:

o Base salary. Each portfolio manager is paid a base salary. The Advisor
considers the factors described above to determine each portfolio manager's
base salary.

o Semi-Annual Bonus. Each portfolio manager may receive a semi-annual bonus.
The amount of the bonus paid to each portfolio manager is based upon the
factors described above.

Portfolio managers may be awarded the right to purchase restricted shares
of stock of the Advisor's general partner as determined from time to time by the
Board of Directors of the Advisor or its delegees. Portfolio managers also
participate in benefit and retirement plans and other programs available
generally to all employees.

Other Managed Accounts

In addition to the Portfolio, each portfolio manager manages: (i) other
U.S. registered investment companies advised or sub-advised by the Advisor; (ii)
other pooled investment vehicles that are not U.S. registered mutual funds; and
(iii) other accounts managed for organizations and individuals. The following
table sets forth information regarding the total accounts for which each
portfolio manager has the primary responsibility for coordinating the day-to-day
management responsibilities:

Number of Accounts Managed and Total
Name of Portfolio Manager Assets by Category As of November 30, 2007
- ---------------------------------- -------------------------------------------------------------------------
o 27 U.S. registered mutual funds with $52,464 million in total
Stephen A. Clark assets under management.
o 8 unregistered pooled investment vehicles with $8,207 million in
total assets under management. Out of these unregistered pooled
investment vehicles, one client with an investment of $277 million
in an unregistered pooled investment vehicle pays a
performance-based advisory fee.
o 48 other accounts with $4,301 million in total assets under
management.
- ---------------------------------- -------------------------------------------------------------------------
o 30 U.S. registered mutual funds with $50,737 million in total
Karen E. Umland assets under management.
o 4 unregistered pooled investment vehicles with $863 million in
total assets under management.
o 15 other accounts with $4,775 million in total assets under
management of which one account with $1,474 million in assets may
be subject to a performance fee.
- ---------------------------------- -------------------------------------------------------------------------

Potential Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager
has the primary day-to-day responsibilities with respect to more than one
portfolio and other accounts. Other accounts include registered mutual funds
(other than the Portfolio), other unregistered pooled investment vehicles, and
other accounts managed for organizations and individuals ("Accounts"). An
Account may have similar investment objectives to the Portfolio, or may
purchase, sell, or hold securities that are eligible to be purchased, sold, or
held by the Portfolio. Actual or apparent conflicts of interest include:

o Time Management. The management of multiple portfolios and/or Accounts
may result in a portfolio manager devoting unequal time and attention
to the management of each portfolio and/or Account. The Advisor seeks
to manage such competing interests for the time and attention of
portfolio managers by having portfolio managers focus on a particular
investment discipline. Most Accounts managed by a portfolio manager
are managed using the same investment models that are used in
connection with the management of the Portfolio.

o Investment Opportunities. It is possible that at times identical
securities will be held by more than one portfolio and/or Account.
However, positions in the same security may vary and the length of
time that any portfolio or Account may choose to hold its investment
in the same security may likewise vary. If a portfolio manager
identifies a limited investment opportunity that may be suitable for
more than one portfolio or Account, the Portfolio may not be able to
take full advantage of that opportunity due to an allocation of filled
purchase or sale orders across all eligible portfolios and Accounts.
To deal with these situations, the Advisor has adopted procedures for
allocating portfolio transactions across multiple portfolios and
Accounts.

o Broker Selection. With respect to securities transactions for the
Portfolio, the Advisor determines which broker to use to execute each
order, consistent with the Advisor's duty to seek best execution of
the transaction. However, with respect to certain Accounts (such as
separate accounts), the Advisor may be limited by the client with
respect to the selection of brokers or may be instructed to direct
trades through a particular broker. In these cases, the Advisor or its
affiliates may place separate, non-simultaneous, transactions for the
Portfolio and another Account that may temporarily affect the market
price of the security or the execution of the transaction, or both, to
the detriment of the Portfolio or the Account.

o Performance-Based Fees. For some Accounts, the Advisor may be
compensated based on the profitability of the Account, such as by a
performance-based management fee. These incentive compensation
structures may create a conflict of interest for the Advisor with
regard to Accounts where the Advisor is paid based on a percentage of
assets because the portfolio manager may have an incentive to allocate
securities preferentially to the Accounts where the Advisor might
share in investment gains.

o Investment in an Account. A portfolio manager or his/her relatives may
invest in an Account that he or she manages and a conflict may arise
where he or she may therefore have an incentive to treat the Account
in which the portfolio manager or his/her relatives invest
preferentially as compared to the Portfolio or other Accounts for
which he or she has portfolio management responsibilities.

The Advisor and the Fund have adopted certain compliance procedures that
are reasonably designed to address these types of conflicts. However, there is
no guarantee that such procedures will detect each and every situation in which
a conflict arises.

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 Portfolio described in
this SAI had not commenced investment operations prior to the date of this SAI.

CODE OF ETHICS

The Fund, 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. The Code is
designed to ensure that access persons act in the interest of the Portfolio, and
its 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 the Portfolio unless the access persons' proposed purchases are
approved in advance. The Code also contains certain reporting requirements and
personal securities trading clearance procedures.

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 of the Portfolio 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.

With respect to matters that require shareholder approval, shareholders are
entitled to vote only with respect to matters that affect the interest of the
portfolio of shares that the shareholders 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 shareholders entitled to
cast not less than a majority of 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.

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 the Portfolio has not been offered prior to the date of this SAI,
no person beneficially owned 5% or more of the outstanding shares of the
Portfolio as of the date of this SAI.

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 generally will 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. Securities accepted in exchange for shares of the
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in 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 when the sub-transfer agent receives the
order. Shares of the 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 fees 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 AND TRANSFER OF SHARES

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

The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the 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.

Shareholders may transfer shares of the Portfolio to another person by
making a written request to the Advisor, who will transmit the request to the
transfer agent. The request should clearly identify the account and number of
shares to be transferred, and include the signature of all registered owners and
all stock certificates, if any, which are subject to the transfer. The signature
on the letter of request, the stock certificate, or any stock power must be
guaranteed in the same manner as described in the Prospectus under "REDEMPTION
OF SHARES." As with redemptions, the written request must be received in good
order before any transfer can be made.

TAXATION OF THE PORTFOLIO

The following is a summary of some of the federal income tax consequences
of investing in the Portfolio. Unless you are invested in the Portfolio through
a qualified retirement plan, you should consider the tax implications of
investing and consult your own tax adviser.

Distributions of Net Investment Income

The Portfolio receives income generally in the form of dividends from the
Underlying Funds in which it invests. This income, less expenses incurred in the
operation of the Portfolio, constitutes its net investment income from which
dividends may be paid to you. If you are a taxable investor, any distributions
by the Portfolio from such income (other than qualified dividends) will be
taxable to you at ordinary income tax rates, whether you take them 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 Capital Gain

The Portfolio, indirectly, through its investment in the Underlying Funds,
may derive capital gains and losses in connection with sales or other
dispositions of portfolio securities. The Portfolio may also derive capital
gains through its redemption of shares in the Underlying Funds. Distributions
derived from the excess of net short-term capital gain over net long-term
capital loss will be taxable to you as ordinary income. Distributions paid from
the excess of net long-term capital gain over net short-term capital loss will
be taxable to you as long-term capital gain, regardless of how long you have
held your shares in the Portfolio. Any net capital gain of the Portfolio
generally will be distributed once each year, and may be distributed more
frequently, if necessary, to reduce or eliminate excise or income taxes on the
Portfolio.

Returns of Capital

If the Portfolio's distributions exceed its taxable income and capital
gains realized during a taxable year, all or a portion of the distributions made
in the same taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution generally will not be taxable,
but will reduce each shareholder's cost basis in the Portfolio and result in a
higher reported capital gain or lower reported capital loss when those shares on

which the distribution was received are sold. Any return of capital in excess of
a shareholder's basis, however, is taxable as a capital gain.

Effect of Foreign Withholding Taxes

In general. An Underlying Fund may be subject to foreign withholding taxes
on income from certain foreign securities. This, in turn, could reduce the
Portfolio's income dividends paid to shareholders.

Pass-through of foreign tax credits. Because the Portfolio is organized as
a "fund-of-funds" with the Underlying Funds being treated as corporations, it's
unlikely that the Portfolio will qualify to elect to pass through to
shareholders the Portfolio's pro rata share of foreign taxes paid by the
Underlying Funds. If more than 50% of a Portfolio's total assets at the end of a
fiscal year is invested in foreign securities, the Portfolio may elect to pass
through to you your pro rata share of foreign taxes paid by the Portfolio.

Effect of foreign debt investments on distributions. Most foreign exchange
gains realized on the sale of debt securities are treated as ordinary income by
an Underlying Fund. Similarly, foreign exchange losses realized on the sale of
debt securities generally are treated as ordinary losses. These gains when
distributed by an Underlying Fund to the Portfolio, in turn, to you are taxable
to you as ordinary income, and any losses reduce the Portfolio's ordinary income
otherwise available for distribution to you. This treatment could increase or
decrease the Portfolio's ordinary income distributions to you, and may cause
some or all of the Portfolio's previously distributed income to be classified as
a return of capital.

PFIC securities. An Underlying Fund may invest in securities of foreign
entities that could be deemed for tax purposes to be passive foreign investment
companies (PFICs). When investing in PFIC securities, the Underlying Funds
intend to mark-to-market these securities and recognize any gains at the end of
their fiscal year. Deductions for losses are allowable only to the extent of any
current or previously recognized gains. These gains (reduced by allowable
losses) are treated as ordinary income that the Portfolio is required to
distribute, even though the Underlying Fund has not sold the securities. You
should also be aware that the designation of a foreign security as a PFIC
security will cause its income dividends to fall outside of the definition of
qualified foreign corporation dividends. These dividends generally will not
qualify for the reduced rate of taxation on qualified dividends when distributed
to you by the Portfolio. In addition, if an Underlying Fund is unable to
identify an investment as a PFIC and thus does not make a mark-to-market
election, the Underlying Fund may be subject to U.S. federal income tax (the
effect of which might be mitigated by making a mark-to market election in a year
prior to the sale) on a portion of any "excess distribution" or gain from the
disposition of such shares even if such income is distributed as a taxable
dividend by the Portfolio to its shareholders. Additional charges in the nature
of interest may be imposed on an Underlying Fund (or Portfolio) in respect of
deferred taxes arising from such distributions or gains.

Information on the Amount and Tax Character of Distributions

The Portfolio will inform you of the amount and character of your
distributions at the time they are paid, and will advise you of the tax status
of such distributions for federal income tax purposes shortly after the close of
each calendar year. If you have not held Portfolio shares for a full year, the
Portfolio may designate and distribute to you, as ordinary income, qualified
dividends, or capital gains, and in the case of non-U.S. shareholders the
Portfolio may further designate and distribute as interest-related dividends and
short-term capital gain dividends, a percentage of income that is not equal to
the actual amount of such income earned during the period of your investment in
the Portfolio. Taxable distributions declared by the Portfolio in December to
shareholders of record in such month, but paid in January, are taxable to you as
if they were paid in December.

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 of Directors
reserves the right not to distribute the Portfolio's net long-term capital gain
or not to maintain the qualification of the Portfolio as a regulated investment
company if it determines such a course of action to be beneficial to
shareholders. If net long-term capital gain is retained, the Portfolio would be
taxed on the

gain, and shareholders would be notified that they are entitled to a credit or
refund for the tax paid by the Portfolio. If the Portfolio fails to qualify as a
regulated investment company, the Portfolio would be subject to federal, and
possibly state, corporate taxes on its taxable income and gains, and
distributions to you would be taxed as qualified dividend income to the extent
of such Portfolio's earnings and profits.

In order to qualify as a regulated investment company for federal income
tax purposes, the Portfolio must meet certain specific requirements, including:

(i) The Portfolio must maintain a diversified portfolio of securities,
wherein no security, including the securities of a qualified publicly traded
partnership (other than U.S. government securities and securities of other
regulated investment companies) can exceed 25% of the Portfolio's total assets,
and, with respect to 50% of the Portfolio's total assets, no investment (other
than cash and cash items, U.S. government securities and securities of other
regulated investment companies) can exceed 5% of the Portfolio's total assets or
10% of the outstanding voting securities of the issuer;

(ii) The Portfolio must derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or disposition of stock, securities or foreign currencies, or other income
derived with respect to its business of investing in such stock, securities, or
currencies, and net income derived from an interest in a qualified publicly
traded partnership; and

(iii) The Portfolio must distribute to its shareholders at least 90% of its
investment company taxable income and net tax-exempt income for each of its
fiscal years.

Excise Tax Distribution Requirement

To avoid a 4% federal excise tax, the Code requires the Portfolio to
distribute to you by December 31 of each year, at a minimum, the following
amounts: 98% of its taxable ordinary income earned during the calendar year; 98%
of its capital gain net income earned during the twelve-month period ending
November 30; and 100% of any undistributed amounts 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.

Sales, Exchanges and Redemption of Portfolio Shares

In general. If you are a taxable investor, sales, exchanges and redemptions
(including redemptions in kind) are taxable transactions for federal and state
income tax purposes. If you redeem your Portfolio shares, the Internal Revenue
Service (the "IRS") requires you to report any gain or loss on your redemption.
If you held your shares as a capital asset, the gain or loss that you realize
will be capital gain or loss and will be long-term or short-term, generally
depending on how long you have held your shares.

Redemptions at a loss within six months of purchase. Any loss incurred on a
redemption of shares held for six months or less will be treated as long-term
capital loss to the extent of any long-term capital gain distributed to you by
the Portfolio on those shares.

Wash sales. All or a portion of any loss that you realize on a redemption
of your Portfolio shares will be disallowed to the extent that you buy other
shares in the Portfolio (through reinvestment of dividends or otherwise) within
30 days before or after your share redemption. Any loss disallowed under these
rules will be added to your tax basis in the new shares.

U.S. Government Obligations

To the extent the Portfolio invests directly in certain U.S. government
obligations, dividends paid by the Portfolio to shareholders that are derived
from interest on these obligations should be exempt from state and local
personal income taxes if earned directly by you, subject in some states to
minimum investment or reporting requirements that must be met by the Portfolio.
To the extent the Portfolio invests indirectly in these U.S. government
obligations by investing in an Underlying Fund that holds these obligations,
dividends derived from

interest on these obligations is unlikely to be exempt from state and local
income tax. The income on portfolio investments in certain securities, such as
repurchase agreements, commercial paper and federal agency-backed obligations
(e.g., Government National Mortgage Association (GNMA) or Federal National
Mortgage Association (FNMA) securities), generally does not qualify for tax-free
treatment. The rules on exclusion of this income are different for corporate
shareholders.

Qualified Dividend Income for Individuals

For individual shareholders, a portion of the dividends paid by the
Portfolio may be qualified dividends eligible for taxation at long-term capital
gain rates. This reduced rate generally is available for dividends paid by the
Portfolio out of dividends earned on the Underlying Funds' investment in stocks
of domestic corporations and qualified foreign corporations.

Both an Underlying Fund and the investor must meet certain holding period
requirements to qualify Portfolio dividends for this treatment. Specifically, an
Underlying Fund must hold the stock for at least 61 days during the 121-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
121-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.

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 meets the definition of qualified
dividend income taxable at reduced rates. 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.

Dividends-Received Deduction for Corporations

For corporate shareholders, a portion of the dividends paid by the
Portfolio may qualify for the dividends-received deduction. The portion of
dividends paid by the Portfolio that so qualifies will be designated each year
in a notice mailed to the Portfolio's shareholders, and cannot exceed the gross
amount of dividends received by an Underlying Fund from domestic (U.S.)
corporations that would have qualified for the dividends-received deduction in
the hands of the Underlying Fund if the Underlying Fund was a regular
corporation.

The availability of the dividends-received deduction is subject to certain
holding period and debt financing restrictions imposed under the Code on the
corporation claiming the deduction. The amount that the Portfolio may designate
as eligible for the dividends-received deduction will be reduced or eliminated
if the shares on which the dividends earned by an Underlying Fund were
debt-financed or held by the Underlying Fund for less than a minimum period of
time, generally 46 days during a 91-day period beginning 45 days before the
stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed
or held by you for less than a 46-day period then the dividends-received
deduction for Portfolio dividends on your shares may also be reduced or
eliminated. Even if designated as dividends eligible for the dividends-received
deduction, all dividends (including any deducted portion) must be included in
your alternative minimum taxable income calculation.

Complex Securities

An Underlying 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 an Underlying Fund are

treated as ordinary income or capital gain, accelerate the recognition of income
to the Underlying Fund, defer an Underlying Fund's ability to recognize losses,
and, subject an Underlying Fund (or the Portfolio) to U.S. federal income tax on
income from certain of the Underlying Funds' foreign investments. In turn, these
rules may affect the amount, timing and/or tax character of the Portfolio's
income and, in turn, of the income distributed to you.

Derivatives. The Underlying Funds are permitted to invest in options and
futures and foreign currency contracts. If an Underlying Fund makes these
investments, it could be required to mark-to-market these contracts and realize
any unrealized gains and losses at its fiscal year end even though it continues
to hold the contracts. Under these rules, gains or losses on the contracts
generally would be treated as 60% long-term and 40% short-term gains or losses,
but gains or losses on certain foreign currency contracts would be treated as
ordinary income or losses. In determining net income for excise tax purposes, an
Underlying Fund also would be required to mark-to-market these contracts
annually as of November 30 (for capital gain net income and ordinary income
arising from certain foreign currency contracts), and to realize and distribute
any resulting income and gains.

Securities lending. An Underlying 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 and, to the extent that debt securities are loaned, generally
will not qualify as qualified interest income for foreign withholding tax
purposes.

Short sales. An Underlying Fund's entry into a short sale transaction or an
option or other contract could be treated as the "constructive sale" of an
"appreciated financial position," causing it to realize gain, but not loss, on
the position.

Tax straddles. An Underlying Fund's investment in options and futures and
foreign currency contracts in connection with certain hedging transactions could
cause the Underlying Fund to hold offsetting positions in securities. If an
Underlying Fund's risk of loss with respect to specific securities in its
portfolio is substantially diminished by the fact that it holds other
securities, the Underlying Fund could be deemed to have entered into a tax
"straddle" or to hold a "successor position" that would require any loss
realized by it to be deferred for tax purposes.

Investment in certain mortgage pooling vehicles (excess inclusion income).
The Underlying Funds may invest in REITs that invest in residual interests in
certain mortgage pooling vehicles formed as real estate mortgage investment
conduits ("REMICs") or qualify as a taxable mortgage pool. The portion of an
Underlying Fund's income received from REMIC residual interests, either directly
or through an investment in a REIT that holds such interests or qualifies as a
taxable mortgage pool (such income is referred to in the Code as "excess
inclusion income") generally is required to be allocated by an Underlying Fund
to the Portfolio and, in turn, to the Portfolio's shareholders in proportion to
the dividends paid to such shareholders with the same consequences as if the
shareholders received the excess inclusion income directly.

Under these rules, an Underlying Fund, as well as the Portfolio, will be
taxed at the highest corporate income tax rate on its excess inclusion income
that is allocable to the percentage of its shares held in record name by
"disqualified organizations," which generally are certain cooperatives,
governmental entities and tax-exempt organizations that are not subject to tax
on unrelated business taxable income. To the extent that Portfolio shares owned
by "disqualified organizations" are held in record name by a broker/dealer or
other nominee, the broker/dealer or other nominee would be liable for the
corporate level tax on the portion of the Portfolio's excess inclusion income
allocable to Portfolio shares held by the broker/dealer or other nominee on
behalf of the "disqualified organizations." The Portfolios expect that
disqualified organizations own their shares. Because this tax is imposed at the
Underlying Fund and Portfolio level, all shareholders, including shareholders
that are not disqualified organizations, indirectly will bear a portion of the
tax cost associated with an Underlying Fund's or Portfolio's receipt of excess
inclusion income. However, to the extent permissible under the 1940 Act,
regulated investment companies such as the Portfolios are permitted under
Treasury Regulations to specially allocate this tax expense to the disqualified
organizations to which it is attributable, without a concern that such an
allocation will constitute a preferential dividend.

In addition, with respect to Portfolio shareholders who are not nominees,
for Portfolio taxable years beginning on or after January 1, 2007, the Portfolio
must report excess inclusion income to shareholders in two cases:

o If the excess inclusion income received by the Portfolio from all
sources exceeds 1% of the Portfolio's gross income, it must inform the
non-nominee shareholders of the amount and character of excess
inclusion income allocated to them; and

o If an Underlying Fund and, in turn, the Portfolio receives excess
inclusion income from a REIT whose excess inclusion income in its most
recent tax year ending not later than nine months before the first day
of the Portfolio's taxable year exceeded 3% of the REIT's total
dividends, the Portfolio must inform its non-nominee shareholders of
the amount and character of the excess inclusion income allocated to
them from such REIT.

Under these rules, the taxable income of any Portfolio shareholder can in
no event be less that the sum of the excess inclusion income allocated to that
shareholder and any such excess inclusion income cannot be offset by net
operating losses of the shareholder. If the shareholder is a tax-exempt entity
and not a "disqualified organization," then this income is fully taxable as
unrelated business taxable income under the Code. Charitable reminder trusts do
not incur UBTI by receiving excess inclusion income from the Portfolio. If the
shareholder is a non-U.S. person, such shareholder would be subject to U.S.
federal income tax withholding at a rate of 30% on this income without reduction
or exemption pursuant to any otherwise applicable income tax treaty. If the
shareholder is a REIT, a regulated investment company, common trust fund or
other pass-through entity, such shareholder's allocable share of the Portfolio's
excess inclusion income would be considered excess inclusion income of such
entity and such entity would be subject to tax at the highest corporate tax rate
on any excess inclusion income allocated to their owners that are disqualified
organizations. Accordingly, investors should be aware that a portion of the
Portfolio's income may be considered excess inclusion income.

Investments in securities of uncertain tax character. Each Underlying Fund
may invest in securities the U.S. Federal income tax treatment of which may not
be clear or may be subject to recharacterization by the IRS. To the extent the
tax treatment of such securities or the income from such securities differs from
the tax treatment expected by an Underlying Fund, it could affect the timing or
character of income recognized by the Underlying Fund, and, in turn, the
Portfolio, requiring those Underlying Funds to purchase or sell securities, or
otherwise change its portfolio, in order to comply with the tax rules applicable
to regulated investment companies under the Code.

Backup Withholding

By law, the Portfolio must withhold a portion of your taxable dividends and
sales proceeds unless you:

o provide your correct social security or taxpayer identification number,
o certify that this number is correct,
o certify that you are not subject to backup withholding, and
o certify that you are a U.S. person (including a U.S. resident alien).

The Portfolio also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any dividends or proceeds
paid. The special U.S. tax certification requirements applicable to non-U.S.
investors are described under the "Non-U.S. Investors" heading below.

Non-U.S. Investors

Non-U.S. investors (shareholders who, as to the United States, are a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership) may be subject to U.S. withholding and estate tax and are
subject to special U.S. tax certification requirements. Non-U.S. investors
should consult their tax advisors about the applicability of U.S. tax
withholding and the use of the appropriate forms to certify their status.

In general. The United States imposes a flat 30% withholding tax (or a
withholding tax at a lower treaty tax rate) on U.S. source dividends, including
on income dividends paid to you by the Portfolio, subject to certain exemptions
for dividends designated as capital gain dividends, short-term capital gain
dividends and interest-related dividends as described below. However,
notwithstanding such exemptions from U.S. withholding at the source, any
dividends and distributions of income and capital gains, including the proceeds
from the sale of your Portfolio shares, will be subject to backup withholding at
a rate of 28% if you fail to properly certify that you are not a U.S. person.

Capital gain dividends & short-term capital gain dividends. In general,
capital gain dividends paid by the Portfolio from either long-term or short-term
capital gains (other than gain realized on disposition of U.S. real property
interests) are not subject to U.S. withholding tax unless you are a nonresident
alien individual present in the United States for a period or periods
aggregating 183 days or more during the taxable year.

Effectively connected income. If you hold your Portfolio shares in
connection with a U.S. trade or business, your income and gains will be
considered effectively connected income and taxed in the U.S. on a net basis, in
which case you may be required to file a nonresident U.S. income tax return.

Investment in U.S. real property. Certain Underlying Funds may invest in
equity securities of corporations that invest in U.S. real property, including
Real Estate Investment Trusts (REITs). The sale of a U.S. real property interest
(USRPI) by a REIT in which an Underlying Fund invests, may trigger special tax
consequences to the Portfolio's non-U.S. shareholders.

The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes
non-U.S. persons subject to U.S. tax on disposition of a U.S. real property
interest as if he or she were a U.S. person. Such gain is sometimes referred to
as FIRPTA gain. If the Underlying Fund is classified as a "qualified investment
entity," a look-through rule applies to Portfolio distributions that are
attributable to gain from the sale or disposition of a U.S. real property
interest by a REIT in which an Underlying Fund invests. A regulated investment
company (RIC) is classified as a qualified investment entity if, in general,
more than 50% of the RIC's assets consists of interests in REITs and U.S. real
property holding corporations (a U.S. corporation more than 50% of the assets of
which are interests in U.S. real estate).

If the Portfolio is classified as a qualified investment entity AND you are
a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at
any time during the one-year period ending on the date of the distribution, then
Portfolio distributions to you are treated as gain recognized by you from the
disposition of a USRPI to the extent that the distribution is attributable to
gain from a sale or disposition of a USRPI by a REIT in which the Portfolio
invests. This will cause any such distribution to be subject to U.S. withholding
tax at a rate of 35%, and require that you file a nonresident U.S. income tax
return.

Even if you do not own more than 5% of a class of Portfolio shares and you
are a non-U.S. shareholder, but the Portfolio is qualified investment entity,
Portfolio distributions to you that are attributable to gain from a sale or
disposition of a USRPI by a REIT in which the Portfolio invests will be taxable
to you as ordinary dividends (rather than as a capital gain or short-term
capital gain dividend) subject to withholding at 30% or lower treaty tax rate.

FIRPTA "Wash Sale" Rule. If a non-U.S. shareholder of the Portfolio, during
the 30- day period preceding a Portfolio distribution that would have been
treated as a distribution from the disposition of a U.S. real property interest
by a REIT in which the Portfolio invests, acquires an identical stock interest
during the 60 day period beginning the first day of such 30-day period preceding
the distribution, and does not in fact receive the distribution in a manner that
subjects the non-U.S. shareholder to tax under FIRPTA, then the non-U.S.
shareholder is required to pay U.S. tax on an amount equal to the amount of the
distribution that was not taxed under FIRPTA as a result of the disposition.
These Rules also apply to substitute dividend payments and other similar
arrangements; the portion of the substitute dividend or similar payment treated
as FIRPTA gain equals the portion of the RIC distribution such payment is in
lieu of that otherwise would have been treated as FIRPTA gain.

Gain on Sale of Portfolio Shares as FIRPTA Gain. In addition, a sale or
redemption of Portfolio shares will be FIRPTA gain only if -

o As a non-U.S. shareholder, you own more than 5% of a class of shares in the
Portfolio; and

o More than 50% of the Portfolio's assets consist of:

-- more-than 5% interests in publicly traded companies that are USRPHCs,

-- interests in non-publicly traded companies that are USRPHCs, and

-- interests in U.S. REITs that are not controlled by U.S. shareholders
where the REIT shares are either not publicly traded or are publicly
traded and the Portfolio owns more than 5%.

In the unlikely event a sale of Portfolio shares results in FIRPTA gain,
the gain will be taxed as income "effectively connected with a U.S. trade or
business." As a result, the non-U.S. shareholder will be required to pay U.S.
income tax on such gain and file a nonresident U.S. income tax return.

U.S tax certification rules. Special U.S. tax certification requirements
apply to non-U.S. shareholders both to avoid U.S. back up withholding imposed at
a rate of 28% and to obtain the benefits of any treaty between the United States
and the shareholder's country of residence. In general, a non-U.S. shareholder
must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you
are not a U.S. person, to claim that you are the beneficial owner of the income
and, if applicable, to claim a reduced rate of, or exemption from, withholding
as a resident of a country with which the United States has an income tax
treaty. A Form W-8BEN provided without a U.S. taxpayer identification number
will remain in effect for a period beginning on the date signed and ending on
the last day of the third succeeding calendar year unless an earlier change of
circumstances makes the information on the form incorrect.

U.S. estate tax. An individual who, at the time of death, is a Non-U.S.
shareholder will nevertheless be subject to U.S. federal estate tax with respect
to shares at the graduated rates applicable to U.S. citizens and residents,
unless a treaty exception applies. In the absence of a treaty, there is a
$13,000 statutory estate tax credit. Transfers by gift of shares of the
Portfolio by a non-U.S. shareholder who is a nonresident alien individual will
not be subject to U.S. federal gift tax. The tax consequences to a non-U.S.
shareholder entitled to claim the benefits of an applicable tax treaty may be
different from those described herein. Non-U.S. shareholders are urged to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in the Portfolio, including the applicability of
foreign tax.

Effect of Future Legislation; Local Tax Considerations

The foregoing general discussion of U.S. federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein. Rules
of state and local taxation of ordinary income, qualified dividend income and
capital gain dividends may differ from the rules for U.S. federal income
taxation described above. Distributions may also be subject to additional state,
local and foreign taxes depending on each shareholder's particular situation.
Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly
from those summarized above. Shareholders are urged to consult their tax
advisers as to the consequences of these and other state and local tax rules
affecting investment in the Portfolio.

This discussion of "Taxation of the Portfolio" is not intended or written
to be used as tax advice and does not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules. You should consult your own tax advisor regarding your
particular circumstances before making an investment in the Portfolio.

PROXY VOTING POLICIES

The Board of Directors of the Fund has delegated the authority to vote
proxies for the portfolio securities held by the Portfolio 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
Voting Guidelines have been developed by Institutional Shareholder Services, an
independent third party service provider ("ISS"), except

with respect to certain matters for which the Adviser has modified the standard
ISS voting guidelines. A concise summary of the Voting Guidelines is provided in
an Appendix to this SAI.

The Investment Committee at the Advisor is generally responsible for
overseeing the Advisor's proxy voting process. The Investment Committee has
formed a Corporate Governance Committee composed of certain officers, directors
and other personnel of the Advisor and has delegated to its members authority to
(i) oversee the voting of proxies, (ii) make determinations as to how to vote
certain specific proxies, (iii) verify the on-going compliance with the Voting
Policies, and (iv) review the Voting Policies from time to time and recommend
changes to the Investment Committee. The Corporate Governance Committee may
designate one or more of its members to oversee specific, ongoing compliance
with respect to the Voting Policies and may designate other personnel of the
Advisor to vote proxies on behalf of the Portfolio, including all authorized
traders of the Advisor.

The Advisor votes (or refrains from voting) proxies in a manner consistent
with the best interests of the Portfolio as understood by the Advisor at the
time of the vote. Generally, the Advisor analyzes proxy statements on behalf of
the Portfolio in accordance with the Voting Policies and the Voting Guidelines.
Most proxies that the Advisor receives will be voted in accordance with the
Voting Guidelines. Since most 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 Portfolio and the interests of the
Advisor or its affiliates. If the Corporate Governance 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 the Board of Directors of the Fund, or an authorized committee of
the Board, and vote the proxy in accordance with the direction of the Board or
its authorized committee.

The Advisor will usually vote proxies in accordance with the Voting
Guidelines. The Voting Guidelines provide a framework for analysis and decision
making, however, the Voting Guidelines do not address all potential issues. In
order to be able to address all the relevant facts and circumstances related to
a proxy vote, the Advisor reserves the right to vote counter to the Voting
Guidelines if, after a review of the matter, the Advisor believes that the best
interests of the Portfolio would be served by such a vote. In such a
circumstance, the analysis will be documented in writing and periodically
presented to the Corporate Governance Committee. To the extent that the Voting
Guidelines do not cover potential voting issues, the Advisor will vote on such
issues in a manner that is consistent with the spirit of the Voting Guidelines
and that the Advisor believes would be in the best interests of the Portfolio.

The Advisor votes (or refrains from voting) proxies in a manner that the
Advisor determines is in the best interests of the Portfolio and which seeks to
maximize the value of the Portfolio's investments. In some cases, the Advisor
may determine that it is in the best interests of the Portfolio to refrain from
exercising proxy voting rights. The Advisor may determine that voting is not in
the best interest of the Portfolio and refrain from voting if the costs,
including the opportunity costs, of voting would, in the view of the Advisor,
exceed the expected benefits of voting. For securities on loan, the Advisor will
balance the revenue-producing value of loans against the difficult-to-assess
value of casting votes. It is the Advisor's belief that the expected value of
casting a vote generally will be less than the securities lending income, either
because the votes will not have significant economic consequences or because the
outcome of the vote would not be affected by the Advisor recalling loaned
securities in order to ensure they are voted. The Advisor does intend to recall
securities on loan if it determines that voting the securities is likely to
materially affect the value of the Portfolio's investment and that it is in the
Portfolio's best interests to do so. In cases where the Advisor does not receive
a solicitation or enough information within a sufficient time (as reasonably
determined by the Advisor) prior to the proxy-voting deadline, the Advisor may
be unable to vote.

With respect to non-U.S. securities, it is typically both difficult and
costly to vote proxies due to local regulations, customs, and other requirements
or restrictions. The Advisor does not vote proxies of non-U.S. companies if the
Advisor determines that the expected economic costs from voting outweigh the
anticipated economic benefit to the Portfolio associated with voting. The
Advisor determines whether to vote proxies of non-U.S. companies on a
portfolio-by-portfolio basis, and generally implements uniform voting procedures
for all proxies of companies in a country. The Advisor periodically reviews
voting logistics, including costs and other voting difficulties, on a portfolio
by portfolio and country by country basis, in order to determine if there have
been

any material changes that would affect the Advisor's decision of whether or not
to vote. In the event the Advisor is made aware of and believes an issue to be
voted is likely to materially affect the economic value of the Portfolio, that
its vote is reasonably likely to influence the ultimate outcome of the contest,
and the expected benefits of voting the proxies exceed the costs, the Advisor
will make every reasonable effort to vote such proxies.

The Advisor has retained ISS to provide certain services with respect to
proxy voting. ISS provides information on shareholder meeting dates and proxy
materials; translates proxy materials printed in a foreign language; provides
research on proxy proposals and voting recommendations in accordance with the
Voting Guidelines; effects votes on behalf of the Portfolio; and provides
reports concerning the proxies voted. Although the Advisor may consider the
recommendations of ISS on proxy issues, the Advisor remains ultimately
responsible for all proxy voting decisions.

Information regarding how the Portfolio voted proxies related to its
portfolio securities during the 12 month period ended June 30 of each year is
available, no later than August 31 of each year, without charge, (i) upon
request, by calling collect: (310) 395-8005 or (ii) on the Advisor's website at
http://www.dimensional.com and (iii) on the Commission's website at
http://www.sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Advisor and the Board of Directors of the Fund have adopted a policy
(the "Policy") to govern disclosure of the portfolio holdings of the Portfolio
("Holdings Information"), and to prevent the misuse of material non-public
Holdings Information. The Advisor has determined that the Policy and its
procedures: (1) are reasonably designed to ensure that disclosure of Holdings
Information is in the best interests of the shareholders of the Portfolio, and
(2) appropriately address the potential for material conflicts of interest.

Disclosure of Holdings Information as Required by Applicable Law. Holdings
Information (whether a partial listing of portfolio holdings or a complete
listing of portfolio holdings) shall be disclosed to any person as required by
applicable law, rules, and regulations.

Online Disclosure of Portfolio Holdings Information. The Portfolio
generally discloses up to its twenty-five largest portfolio holdings and the
percentages that each of these largest portfolio holdings represent of the
Portfolio's total assets ("largest holdings"), as of the most recent month-end,
online at the Advisor's public website, http://www.dimensional.com, within
twenty days after the end of each month. This online disclosure may also include
information regarding the Portfolio's industry allocations. The Portfolio
generally discloses its complete Holdings Information (other than cash and cash
equivalents), as of month-end, online at the Advisor's public website,
http://www.dimensional.com, three months following the month-end.

Disclosure of Holdings Information to Recipients. Each of the Advisor's
Chairman, Director of Institutional Services, Head of Portfolio Management and
Trading and General Counsel (together, the "Designated Persons") may authorize
disclosing non-public Holdings Information more frequently or at different
periods than as described above solely to those financial advisors, registered
accountholders, authorized consultants, authorized custodians, or third-party
data service providers (each a "Recipient") who: (i) specifically request the
more current non-public Holdings Information, and (ii) execute a Use and
Nondisclosure Agreement (each a "Nondisclosure Agreement"). Each Nondisclosure
Agreement subjects the Recipient to a duty of confidentiality with respect to
the non-public Holdings Information, and prohibits the Recipient from trading
based on the non-public Holdings Information. Any non-public Holdings
Information that is disclosed shall not include any material information about
the Portfolio's trading strategies or pending portfolio transactions. The
non-public Holdings Information provided to a Recipient under a Nondisclosure
Agreement, unless indicated otherwise, is not subject to a time delay before
dissemination.

As of the date of this SAI, the Advisor and the Portfolio had ongoing
arrangements with the following Recipients to make available non-public Holdings
Information:

Recipient Business Purpose Frequency
- ------------------------------------- ----------------------------------------------------- ------------------------
PFPC Trust Company. Fund Custodian Daily
- ------------------------------------- ----------------------------------------------------- ------------------------
PFPC Inc. Fund Administrator, Accounting Agent and Transfer Daily
Agent
- ------------------------------------- ----------------------------------------------------- ------------------------
PricewaterhouseCoopers LLP Independent registered public accounting firm Semi-annually
(based on fiscal year)
- ------------------------------------- ----------------------------------------------------- ------------------------
Pricing Service Vendor Fair value information services Daily
- ------------------------------------- ----------------------------------------------------- ------------------------
Citibank North American, Inc. Middle office operational support service provider Daily
to the Advisor

In addition, certain employees of the Advisor and its subsidiaries receive
Holdings Information on a quarterly, monthly, or daily basis, or upon request,
in order to perform their business functions. None of the Portfolio, the
Advisor, or any other party receives any compensation in connection with these
arrangements.

The Policy includes the following procedures to ensure that disclosure of
Holdings Information is in the best interests of shareholders, and to address
any conflicts between the interests of shareholders, on the one hand, and the
interests of the Advisor, DFAS, or any affiliated person of the Fund, the
Advisor, or DFAS, on the other. In order to protect the interests of
shareholders and the Portfolio, and to ensure no adverse effect on shareholders
in the limited circumstances where a Designated Person is considering making
non-public Holdings Information available to a Recipient, the Advisor's Director
of Institutional Services and the Chief Compliance Officer will consider any
conflicts of interest. If the Chief Compliance Officer, following appropriate
due diligence, determines that: (1) the Portfolio has a legitimate business
purpose for providing the non-public Holdings Information to a Recipient, and
(2) disclosure of non-public Holdings Information to the Recipient would be in
the best interests of shareholders and will not adversely affect the
shareholders, then the Chief Compliance Officer may approve the proposed
disclosure.

The Chief Compliance Officer documents all disclosures of non-public
Holdings Information (including the legitimate business purpose for the
disclosure), and periodically reports to the Board on such arrangements. The
Chief Compliance Officer also is responsible for ongoing monitoring of the
distribution and use of non-public Holdings Information. Such arrangements are
reviewed by the Chief Compliance Officer on an annual basis. Specifically, the
Chief Compliance Officer requests an annual certification from each Recipient
that the Recipient has complied with all terms contained in the Nondisclosure
Agreement. Recipients who fail to provide the requested certifications are
prohibited from receiving non-public Holdings Information.

The Board exercises continuing oversight of the disclosure of Holdings
Information by: (1) overseeing the implementation and enforcement of the Policy
by the Chief Compliance Officer of the Advisor and of the Fund; (2) considering
reports and recommendations by the Chief Compliance Officer concerning the
implementation of the Policy and any material compliance matters that may arise
in connection with the Policy; and (3) considering whether to approve or ratify
any amendments to the Policy. The Advisor and the Board reserve the right to
amend the Policy at any time, and from time to time without prior notice, in
their sole discretion.

Prohibitions on Disclosure of Portfolio Holdings and Receipt of
Compensation. No person is authorized to disclose Holdings Information or other
investment positions (whether online at http://www.dimensional.com, in writing,
by fax, by e-mail, orally, or by other means) except in accordance with the
Policy. In addition, no person is authorized to make disclosure pursuant to the
Policy if such disclosure is otherwise in violation of the antifraud provisions
of the federal securities laws.

The Policy prohibits the Portfolio, the Advisor, or an affiliate thereof
from receiving any compensation or other consideration of any type for the
purpose of obtaining disclosure of non-public Holdings Information or other
investment positions. "Consideration" includes any agreement to maintain assets
in the Portfolio or in other investment companies or accounts managed by the
Advisor or by any affiliated person of the Advisor.

The Policy and its procedures are intended to provide useful information
concerning the Portfolio to existing and prospective shareholders, while at the
same time preventing the improper use of Holdings Information. However, there
can be no assurance that the furnishing of any Holdings Information is not
susceptible to inappropriate uses, particularly in the hands of sophisticated
investors, or that the Holdings Information will not in fact be misused in other
ways, beyond the control of the Advisor.

FINANCIAL STATEMENTS

PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market
Street, Philadelphia, PA 19103-7042, is the Fund's independent registered public
accounting firm. It audits the Fund's annual financial statements. Because the
Portfolio had not commenced operations as of November 30, 2007, the annual
reports of the Fund for the fiscal year ended November 30, 2007 do not contain
any data regarding the Portfolio.

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 that 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.

APPENDIX

U.S. Proxy Voting

The following is a concise summary of the Voting Guidelines for voting U.S.
proxies.

1. AUDITORS

Auditor Ratification

Vote FOR proposals to ratify auditors, unless any of the following apply:

o An auditor has a financial interest in or association with the company, and
is therefore not independent;

o There is reason to believe that the independent auditor has rendered an
opinion which is neither accurate nor indicative of the company's financial
position;

o Poor accounting practices are identified that rise to a serious level of
concern, such as: fraud; misapplication of GAAP; and material weaknesses
identified in Section 404 disclosures; or

o Fees for non-audit services ("other" fees) are excessive.

Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation,
taking into account:

o The tenure of the audit firm;

o The length of rotation specified in the proposal;

o Any significant audit-related issues at the company;

o The number of audit committee meetings held each year;

o The number of financial experts serving on the committee; and

o Whether the company has a periodic renewal process where the auditor is
evaluated for both audit quality and competitive price.

2. BOARD OF DIRECTORS

Voting on Director Nominees in Uncontested Elections

Vote AGAINST or WITHHOLD from individual directors who:

o Attend less than 75 percent of the board and committee meetings without a
valid excuse;

o Sit on more than six public company boards; *

o Are CEOs of public companies who sit on the boards of more than two public
companies besides their own--withhold only at their outside boards.

Vote AGAINST or WITHHOLD from all nominees of the board of directors, (except
from new nominees, who should be considered on a CASE-BY-CASE basis) if:

o The company's proxy indicates that not all directors attended 75 percent of
the aggregate of their board and committee meetings, but fails to provide
the required disclosure of the names of the directors involved. If this
information cannot be obtained, vote against/withhold from all incumbent
directors;

o The company's poison pill has a dead-hand or modified dead-hand feature.
Vote against/withhold every year until this feature is removed;

o The board adopts or renews a poison pill without shareholder approval, does
not commit to putting it to shareholder vote within 12 months of adoption
(or in the case of an newly public company, does not commit to put the pill
to a shareholder vote within 12 months following the IPO), or reneges on a
commitment to put the pill to a vote, and has not yet received a
withhold/against recommendation for this issue;

________________

* Dimensional will screen votes otherwise subject to this policy based on the
qualifications and circumstances of the directors involved.

A-1

o The board failed to act on a shareholder proposal that received approval by
a majority of the shares outstanding the previous year (a management
proposal with other than a FOR recommendation by management will not be
considered as sufficient action taken);

o The board failed to act on a shareholder proposal that received approval of
the majority of shares cast for the previous two consecutive years (a
management proposal with other than a FOR recommendation by management will
not be considered as sufficient action taken);

o The board failed to act on takeover offers where the majority of the
shareholders tendered their shares;

o At the previous board election, any director received more than 50 percent
withhold/against votes of the shares cast and the company has failed to
address the underlying issue(s) that caused the high withhold/against vote;

o The company is a Russell 3000 company that underperformed its industry
group (GICS group) under ISS' "Performance Test for Directors" policy;

o The board is classified, and a continuing director responsible for a
problematic governance issue at the board/committee level that would
warrant a withhold/against vote recommendation is not up for election--any
or all appropriate nominees (except new) may be held accountable.

Vote AGAINST or WITHHOLD from inside directors and affiliated outside directors
when:

o The inside or affiliated outside director serves on any of the three key
committees: audit, compensation, or nominating;

o The company lacks an audit, compensation, or nominating committee so that
the full board functions as that committee;

o The company lacks a formal nominating committee, even if board attests that
the independent directors fulfill the functions of such a committee;

o The full board is less than majority independent.

Vote AGAINST or WITHHOLD from the members of the audit committee if:

o The non-audit fees paid to the auditor are excessive (see discussion under
"Auditor Ratification");

o Poor accounting practices are identified which rise to a level of serious
concern, such as: fraud; misapplication of GAAP; and material weaknesses
identified in Section 404 disclosures; or

o There is persuasive evidence that the audit committee entered into an
inappropriate indemnification agreement with its auditor that limits the
ability of the company, or its shareholders, to pursue legitimate legal
recourse against the audit firm.

Vote AGAINST or WITHHOLD from the members of the compensation committee if:

o There is a negative correlation between the chief executive's pay and
company performance;

o The company reprices underwater options for stock, cash or other
consideration without prior shareholder approval, even if allowed in their
equity plan;

o The company fails to submit one-time transfers of stock options to a
shareholder vote;

o The company fails to fulfill the terms of a burn-rate commitment made to
shareholders;

o The company has backdated options (see "Options Backdating" policy);

o The company has poor compensation practices (see "Poor Pay Practices"
policy). Poor pay practices may warrant withholding votes from the CEO and
potentially the entire board as well.

Vote AGAINST or WITHHOLD from directors, individually or the entire board, for
egregious actions or failure to replace management as appropriate.

Classification/Declassification of the Board

Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal
classified boards and to elect all directors annually.

Cumulative Voting

Generally vote AGAINST proposals to eliminate cumulative voting. Generally vote
FOR proposals to restore or provide for cumulative voting unless:

o The company has proxy access or a similar structure to allow shareholders
to nominate directors to the company's ballot; and

o The company has adopted a majority vote standard, with a carve-out for
plurality voting in situations where there are more nominees than seats,
and a director resignation policy to address failed elections.

Vote FOR proposals for cumulative voting at controlled companies (insider voting
power > 50 percent).

A-2

Independent Chair (Separate Chair/CEO)

Generally vote FOR shareholder proposals requiring that the chairman's position
be filled by an independent director, unless there are compelling reasons to
recommend against the proposal, such as a counterbalancing governance structure.
This should include all the following:

o Designated lead director, elected by and from the independent board members
with clearly delineated and comprehensive duties. (The role may
alternatively reside with a presiding director, vice chairman, or rotating
lead director; however the director must serve a minimum of one year in
order to qualify as a lead director.) The duties should include, but are
not limited to, the following:

- presides at all meetings of the board at which the chairman is not
present, including executive sessions of the independent directors;

- serves as liaison between the chairman and the independent directors;

- approves information sent to the board;

- approves meeting agendas for the board;

- approves meeting schedules to assure that there is sufficient time for
discussion of all agenda items;

- has the authority to call meetings of the independent directors;

- if requested by major shareholders, ensures that he is available for
consultation and direct communication;

o The company publicly discloses a comparison of the duties of its
independent lead director and its chairman;

o The company publicly discloses a sufficient explanation of why it chooses
not to give the position of chairman to the independent lead director, and
instead combine the chairman and CEO positions;

o Two-thirds independent board;

o All independent key committees;

o Established governance guidelines;

o The company should not have underperformed both its peers and index on the
basis of both one-year and three-year total shareholder returns*, unless
there has been a change in the Chairman/CEO position within that time; and

o The company does not have any problematic governance issues.

Vote FOR the proposal if the company does not provide disclosure with respect to
any or all of the bullet points above. If disclosure is provided, evaluate on a
CASE-BY-CASE basis.
_____________________________

* The industry peer group used for this evaluation is the average of the 12
companies in the same six-digit GICS group that are closest in revenue to
the company. To fail, the company must underperform its index and industry
group on all four measures (one- and three-year on industry peers and
index).

A-3

Majority Vote Shareholder Proposals

Generally vote FOR precatory and binding resolutions requesting that the board
change the company's bylaws to stipulate that directors need to be elected with
an affirmative majority of votes cast, provided it does not conflict with the
state law where the company is incorporated. Binding resolutions need to allow
for a carve-out for a plurality vote standard when there are more nominees than
board seats. Companies are strongly encouraged to also adopt a post-election
policy (also known as a director resignation policy) that will provide
guidelines so that the company will promptly address the situation of a holdover
director.

Open Access

Vote shareholder proposals asking for open or proxy access on a CASE-BY-CASE
basis, taking into account:

o The ownership threshold proposed in the resolution;

o The proponent's rationale for the proposal at the targeted company in terms
of board and director conduct.

3. PROXY CONTESTS

Voting for Director Nominees in Contested Elections

Vote CASE-BY-CASE on the election of directors in contested elections,
considering the following factors:

o Long-term financial performance of the target company relative to its
industry;

o Management's track record;

o Background to the proxy contest;

o Qualifications of director nominees (both slates);

o Strategic plan of dissident slate and quality of critique against
management;

o Likelihood that the proposed goals and objectives can be achieved (both
slates);

o Stock ownership positions.

Reimbursing Proxy Solicitation Expenses

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When
voting in conjunction with support of a dissident slate, vote FOR the
reimbursement of all appropriate proxy solicitation expenses associated with the
election.

Generally vote FOR shareholder proposals calling for the reimbursement of
reasonable costs incurred in connection with nominating one or more candidates
in a contested election where the following apply:

o The election of fewer than 50 percent of the directors to be elected is
contested in the election;

o One or more of the dissident's candidates is elected;

o Shareholders are not permitted to cumulate their votes for directors; and

o The election occurred, and the expenses were incurred, after the adoption
of this bylaw.

4. TAKEOVER DEFENSES

Poison Pills

Vote FOR shareholder proposals requesting that the company submit its poison
pill to a shareholder vote or redeem it UNLESS the company has: (1) A
shareholder approved poison pill in place; or (2) The company has adopted a
policy concerning the adoption of a pill in the future specifying that the board
will only adopt a shareholder rights plan if either:

o Shareholders have approved the adoption of the plan; or

o The board, in its exercise of its fiduciary responsibilities, determines
that it is in the best interest of shareholders under the circumstances to
adopt a pill without the delay that would result from seeking stockholder
approval (i.e., the "fiduciary out" provision). A poison pill adopted under
this fiduciary out will be put to a shareholder ratification vote within 12
months of adoption or expire. If the pill is not approved by a majority of
the votes cast on this issue, the plan will immediately terminate.

Vote FOR shareholder proposals calling for poison pills to be put to a vote
within a year after adoption. If the company has no non-shareholder approved
poison pill in place and has adopted a policy with the provisions outlined
above, vote AGAINST the proposal. If these conditions are not met, vote FOR the
proposal, but with the caveat that a vote within 12 months would be considered
sufficient.

A-4

Vote CASE-by-CASE on management proposals on poison pill ratification, focusing
on the features of the shareholder rights plan. Rights plans should contain the
following attributes:

o No lower than a 20 percent trigger, flip-in or flip-over;

o A term of no more than three years;

o No dead-hand, slow-hand, no-hand, or similar feature that limits the
ability of a future board to redeem the pill;

o Shareholder redemption feature (qualifying offer clause); if the board
refuses to redeem the pill 90 days after a qualifying offer is announced,
10 percent of the shares may call a special meeting, or seek a written
consent to vote on rescinding the pill.

Shareholder Ability to Call Special Meetings

Vote AGAINST proposals to restrict or prohibit shareholder ability to call
special meetings. Vote FOR proposals that remove restrictions on the right of
shareholders to act independently of management.

Supermajority Vote Requirements

Vote AGAINST proposals to require a supermajority shareholder vote. Vote FOR
proposals to lower supermajority vote requirements.

5. MERGERS AND CORPORATE RESTRUCTURINGS

For mergers and acquisitions, review and evaluate the merits and drawbacks of
the proposed transaction, balancing various and sometimes countervailing factors
including:

o Valuation - Is the value to be received by the target shareholders (or paid
by the acquirer) reasonable? While the fairness opinion may provide an
initial starting point for assessing valuation reasonableness, emphasis is
placed on the offer premium, market reaction and strategic rationale.

o Market reaction - How has the market responded to the proposed deal? A
negative market reaction should cause closer scrutiny of a deal.

o Strategic rationale - Does the deal make sense strategically? From where is
the value derived? Cost and revenue synergies should not be overly
aggressive or optimistic, but reasonably achievable. Management should also
have a favorable track record of successful integration of historical
acquisitions.

o Negotiations and process - Were the terms of the transaction negotiated at
arm's-length? Was the process fair and equitable? A fair process helps to
ensure the best price for shareholders. Significant negotiation "wins" can
also signify the deal makers' competency. The comprehensiveness of the
sales process (e.g., full auction, partial auction, no auction) can also
affect shareholder value.

o Conflicts of interest - Are insiders benefiting from the transaction
disproportionately and inappropriately as compared to non-insider
shareholders? As the result of potential conflicts, the directors and
officers of the company may be more likely to vote to approve a merger than
if they did not hold these interests. Consider whether these interests may
have influenced these directors and officers to support or recommend the
merger. The aggregate CIC figure may be a misleading indicator of the true
value transfer from shareholders to insiders. Where such figure appears to
be excessive, analyze the underlying assumptions to determine whether a
potential conflict exists.

o Governance - Will the combined company have a better or worse governance
profile than the current governance profiles of the respective parties to
the transaction? If the governance profile is to change for the worse, the
burden is on the company to prove that other issues (such as valuation)
outweigh any deterioration in governance.

6. STATE OF INCORPORATION

Reincorporation Proposals

Vote CASE-BY-CASE on proposals to change a company's state of incorporation,
taking into consideration both financial and corporate governance concerns,
including:

o The reasons for reincorporating;

o A comparison of the governance provisions;

o Comparative economic benefits; and

o A comparison of the jurisdictional laws.

A-5

7. CAPITAL STRUCTURE

Common Stock Authorization

Vote CASE-BY-CASE on proposals to increase the number of shares of common stock
authorized for issuance using a model developed by ISS. Vote FOR proposals to
approve increases beyond the allowable increase when a company's shares are in
danger of being delisted or if a company's ability to continue to operate as a
going concern is uncertain.

In addition, for capital requests less than or equal to 300 percent of the
current authorized shares that marginally fail the calculated allowable cap
(i.e., exceed the allowable cap by no more than 5 percent), on a CASE-BY-CASE
basis, vote FOR the increase based on the company's performance and whether the
company's ongoing use of shares has shown prudence. Factors should include, at a
minimum, the following:

o Rationale;

o Good performance with respect to peers and index on a five-year total
shareholder return basis;

o Absence of non-shareholder approved poison pill;

o Reasonable equity compensation burn rate;

o No non-shareholder approved pay plans; and

o Absence of egregious equity compensation practices.

Dual-Class Stock

Vote AGAINST proposals to create a new class of common stock with superior
voting rights. Vote AGAINST proposals at companies with dual-class capital
structures to increase the number of authorized shares of the class of stock
that has superior voting rights.

Vote FOR proposals to create a new class of nonvoting or sub-voting common stock
if:

o It is intended for financing purposes with minimal or no dilution to
current shareholders;

o It is not designed to preserve the voting power of an insider or
significant shareholder.

Issue Stock for Use with Rights Plan

Vote AGAINST proposals that increase authorized common stock for the explicit
purpose of implementing a non-shareholder approved shareholder rights plan
(poison pill).

Preferred Stock

Vote AGAINST proposals authorizing the creation of new classes of preferred
stock with unspecified voting, conversion, dividend distribution, and other
rights ("blank check" preferred stock), and AGAINST proposals to increase the
number of blank check preferred stock authorized for issuance when no shares
have been issued or reserved for a specific purpose. Vote FOR proposals to
create "declawed" blank check preferred stock (stock that cannot be used as a
takeover defense), and FOR proposals to authorize preferred stock in cases where
the company specifies the voting, dividend, conversion, and other rights of such
stock and the terms of the preferred stock appear reasonable. Vote CASE-BY-CASE
on proposals to increase the number of blank check preferred shares after
analyzing the number of preferred shares available for issue given a company's
industry and performance in terms of shareholder returns.

8. EXECUTIVE AND DIRECTOR COMPENSATION

Equity Compensation Plans

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity
plan if any of the following factors apply:

o The total cost of the company's equity plans is unreasonable;

o The plan expressly permits the repricing of stock options without prior
shareholder approval;

o There is a disconnect between CEO pay and the company's performance;

o The company's three year burn rate exceeds the greater of 2% and the mean
plus one standard deviation of its industry group; or

o The plan is a vehicle for poor pay practices.

A-6

Poor Pay Practices

Vote AGAINST or WITHHOLD from compensation committee members, the CEO, and
potentially the entire board, if the company has poor compensation practices.
Vote AGAINST equity plans if the plan is a vehicle for poor compensation
practices.

The following practices, while not exhaustive, are examples of poor compensation
practices:

o Egregious employment contracts (e.g., multi-year guarantees for salary
increases, bonuses, and equity compensation);

o Excessive perks (overly generous cost and/or reimbursement of taxes for
personal use of corporate aircraft, personal security systems maintenance
and/or installation, car allowances, and/or other excessive arrangements
relative to base salary);

o Abnormally large bonus payouts without justifiable performance linkage or
proper disclosure (e.g., performance metrics that are changed, canceled, or
replaced during the performance period without adequate explanation of the
action and the link to performance);

o Egregious pension/SERP (supplemental executive retirement plan) payouts
(inclusion of additional years of service not worked that result in
significant payouts, or inclusion of performance-based equity awards in the
pension calculation;

o New CEO with overly generous new hire package (e.g., excessive "make whole"
provisions);

o Excessive severance and/or change-in-control provisions: Inclusion of
excessive change-in-control or severance payments, especially those with a
multiple in excess of 3X cash pay;

- Severance paid for a "performance termination," (i.e., due to the
executive's failure to perform job functions at the appropriate
level);

- Change-in-control payouts without loss of job or substantial
diminution of job duties (single-triggered);

- Perquisites for former executives such as car allowances, personal use
of corporate aircraft, or other inappropriate arrangements;

o Poor disclosure practices, (unclear explanation of how the CEO is involved
in the pay setting process, retrospective performance targets and
methodology not discussed, or methodology for benchmarking practices and/or
peer group not disclosed and explained);

o Internal pay disparity (e.g., excessive differential between CEO total pay
and that of next highest-paid named executive officer);

o Other excessive compensation payouts or poor pay practices at the company.

Director Compensation

Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the
cost of the plans against the company's allowable cap.

On occasion, director stock plans that set aside a relatively small number of
shares when combined with employee or executive stock compensation plans will
exceed the allowable cap. Vote for the plan if ALL of the following qualitative
factors in the board's compensation are met and disclosed in the proxy
statement:

o Director stock ownership guidelines with a minimum of three times the
annual cash retainer.

o Vesting schedule or mandatory holding/deferral period:

- A minimum vesting of three years for stock options or restricted
stock; or

- Deferred stock payable at the end of a three-year deferral period.

o Mix between cash and equity:

- A balanced mix of cash and equity, for example 40 percent cash/60
percent equity or 50 percent cash/50 percent equity; or

- If the mix is heavier on the equity component, the vesting schedule or
deferral period should be more stringent, with the lesser of five
years or the term of directorship.

o No retirement/benefits and perquisites provided to non-employee directors;
and

o Detailed disclosure provided on cash and equity compensation delivered to
each non-employee director for the most recent fiscal year in a table. The
column headers for the table may include the following: name of each
non-employee director, annual retainer, board meeting fees, committee
retainer, committee-meeting fees, and equity grants.

A-7

Employee Stock Purchase Plans--Qualified Plans

Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee
stock purchase plans where all of the following apply:

o Purchase price is at least 85 percent of fair market value;

o Offering period is 27 months or less; and

o The number of shares allocated to the plan is 10 percent or less of the
outstanding shares.

Vote AGAINST qualified employee stock purchase plans where any of the following
apply:

o Purchase price is less than 85 percent of fair market value; or

o Offering period is greater than 27 months; or

o The number of shares allocated to the plan is more than 10 percent of the
outstanding shares.

Employee Stock Purchase Plans--Non-Qualified Plans

Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR
nonqualified employee stock purchase plans with all the following features:

o Broad-based participation (i.e., all employees of the company with the
exclusion of individuals with 5 percent or more of beneficial ownership of
the company);

o Limits on employee contribution, which may be a fixed dollar amount or
expressed as a percent of base salary;

o Company matching contribution up to 25 percent of employee's contribution,
which is effectively a discount of 20 percent from market value;

o No discount on the stock price on the date of purchase since there is a
company matching contribution.

Vote AGAINST nonqualified employee stock purchase plans when any of the plan
features do not meet the above criteria. If the company matching contribution
exceeds 25 percent of employee's contribution, evaluate the cost of the plan
against its allowable cap.

Options Backdating

In cases where a company has practiced options backdating, vote AGAINST or
WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee,
depending on the severity of the practices and the subsequent corrective actions
on the part of the board.

Vote AGAINST or WITHHOLD from the compensation committee members who oversaw the
questionable options practices or from current compensation committee members
who fail to respond to the issue proactively, depending on several factors,
including, but not limited to:

o Reason and motive for the options backdating issue (inadvertent vs.
deliberate grant date changes);

o Length of time of options backdating;

o Size of restatement due to options backdating;

o Corrective actions taken by the board or compensation committee, such as
canceling or repricing backdated options, or recoupment of option gains on
backdated grants;

o Adoption of a grant policy that prohibits backdating, and creation of a
fixed grant schedule or window period for equity grants going forward.

Option Exchange Programs/Repricing Options

Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice
options, considering:

o Historic trading patterns--the stock price should not be so volatile that
the options are likely to be back "in-the-money" over the near term;

o Rationale for the re-pricing--was the stock price decline beyond
management's control?

o Is this a value-for-value exchange?

o Are surrendered stock options added back to the plan reserve?

o Option vesting--does the new option vest immediately or is there a
black-out period?

o Term of the option--the term should remain the same as that of the replaced
option;

o Exercise price--should be set at fair market or a premium to market;

o Participants--executive officers and directors should be excluded.

If the surrendered options are added back to the equity plans for re-issuance,
then also take into consideration the company's three-year average burn rate. In
addition to the above considerations, evaluate the intent, rationale, and timing
of the repricing proposal. The proposal should clearly articulate why the board
is choosing to conduct an exchange program at this point in time. Repricing
underwater options after a recent precipitous drop in the company's stock price
demonstrates poor timing. Repricing after a recent decline in stock price
triggers additional scrutiny and a potential AGAINST vote on the proposal. At a
minimum, the decline should not have happened within the past year. Also,
consider the terms of the surrendered options, such as the grant date, exercise
price and vesting schedule. Grant dates of surrendered options should be far
enough back (two to three years) so as not to suggest that repricings are being
done to take advantage of short-term downward price movements. Similarly, the
exercise price of surrendered options should be above the 52-week high for the
stock price.

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Vote FOR shareholder proposals to put option repricings to a shareholder vote.

Stock Plans in Lieu of Cash

Vote CASE-by-CASE on plans that provide participants with the option of taking
all or a portion of their cash compensation in the form of stock, and on plans
that do not provide a dollar-for-dollar cash for stock exchange. In cases where
the exchange is not dollar-for-dollar, the request for new or additional shares
for such equity program will be considered using the binomial option pricing
model. In an effort to capture the total cost of total compensation, ISS will
not make any adjustments to carve out the in-lieu-of cash compensation. Vote FOR
non-employee director-only equity plans that provide a dollar-for-dollar
cash-for-stock exchange.

Transfer Programs of Stock Options

Vote AGAINST or WITHHOLD from compensation committee members if they fail to
submit one-time transfers to shareholders for approval.

Vote CASE-BY-CASE on one-time transfers. Vote FOR if:

o Executive officers and non-employee directors are excluded from
participating;

o Stock options are purchased by third-party financial institutions at a
discount to their fair value using option pricing models such as
Black-Scholes or a Binomial Option Valuation or other appropriate financial
models;

o There is a two-year minimum holding period for sale proceeds (cash or
stock) for all participants.

Additionally, management should provide a clear explanation of why options are
being transferred and whether the events leading up to the decline in stock
price were beyond management's control. A review of the company's historic stock
price volatility should indicate if the options are likely to be back
"in-the-money" over the near term.

Vote AGAINST equity plan proposals if the details of ongoing Transfer of Stock
Options programs are not provided to shareholders. Since TSOs will be one of the
award types under a stock plan, the ongoing TSO program, structure and mechanics
must be disclosed to shareholders. The specific criteria to be considered in
evaluating these proposals include, but not limited, to the following:

o Eligibility;
o Vesting;
o Bid-price;
o Term of options;
o Transfer value to third-party financial institution, employees and the
company.

Amendments to existing plans that allow for introduction of transferability of
stock options should make clear that only options granted post-amendment shall
be transferable.

Shareholder Proposals on Compensation

Advisory Vote on Executive Compensation (Say-on-Pay)

Generally, vote FOR shareholder proposals that call for non-binding shareholder
ratification of the compensation of the named executive officers and the
accompanying narrative disclosure of material factors provided to understand the
Summary Compensation Table.

Compensation Consultants--Disclosure of Board or Company's Utilization

Generally vote FOR shareholder proposals seeking disclosure regarding the
company, board, or compensation committee's use of compensation consultants,
such as company name, business relationship(s) and fees paid.

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Disclosure/Setting Levels or Types of Compensation for Executives and Directors

Generally, vote FOR shareholder proposals seeking additional disclosure of
executive and director pay information, provided the information requested is
relevant to shareholders' needs, would not put the company at a competitive
disadvantage relative to its industry, and is not unduly burdensome to the
company.

Vote AGAINST shareholder proposals seeking to set absolute levels on
compensation or otherwise dictate the amount or form of compensation. Vote
AGAINST shareholder proposals requiring director fees be paid in stock only.
Vote CASE-BY-CASE on all other shareholder proposals regarding executive and
director pay, taking into account company performance, pay level versus peers,
pay level versus industry, and long-term corporate outlook.

Pay for Superior Performance

Generally vote FOR shareholder proposals based on a case-by-case analysis that
requests the board establish a pay-for-superior performance standard in the
company's compensation plan for senior executives. The proposal should have the
following principles:

o Sets compensation targets for the plan's annual and long-term incentive pay
components at or below the peer group median;

o Delivers a majority of the plan's target long-term compensation through
performance-vested, not simply time-vested, equity awards;

o Provides the strategic rationale and relative weightings of the financial
and non-financial performance metrics or criteria used in the annual and
performance-vested long-term incentive components of the plan;

o Establishes performance targets for each plan financial metric relative to
the performance of the company's peer companies;

o Limits payment under the annual and performance-vested long-term incentive
components of the plan to when the company's performance on its selected
financial performance metrics exceeds peer group median performance.

Consider the following factors in evaluating this proposal:

o What aspects of the company's annual and long-term equity incentive
programs are performance-driven?

o If the annual and long-term equity incentive programs are performance
driven, are the performance criteria and hurdle rates disclosed to
shareholders or are they benchmarked against a disclosed peer group?

o Can shareholders assess the correlation between pay and performance based
on the current disclosure?

o What type of industry and stage of business cycle does the company belong
to?

Performance-Based Awards

Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount
of future long-term incentive compensation awarded to senior executives shall be
performance-based and requesting that the board adopt and disclose challenging
performance metrics to shareholders, based on the following analytical steps:

o First, vote FOR shareholder proposals advocating the use of
performance-based equity awards, such as performance contingent options or
restricted stock, indexed options or premium-priced options, unless the
proposal is overly restrictive or if the company has demonstrated that it
is using a "substantial" portion of performance-based awards for its top
executives. Standard stock options and performance-accelerated awards do
not meet the criteria to be considered as performance-based awards.
Further, premium-priced options should have a premium of at least 25
percent and higher to be considered performance-based awards.

o Second, assess the rigor of the company's performance-based equity program.
If the bar set for the performance-based program is too low based on the
company's historical or peer group comparison, generally vote FOR the
proposal. Furthermore, if target performance results in an above target
payout, vote FOR the shareholder proposal due to program's poor design. If
the company does not disclose the performance metric of the
performance-based equity program, vote FOR the shareholder proposal
regardless of the outcome of the first step to the test. In general, vote
FOR the shareholder proposal if the company does not meet both of these two
requirements.

Pre-Arranged Trading Plans (10b5-1 Plans)

Generally vote FOR shareholder proposals calling for certain principles
regarding the use of prearranged trading plans (10b5-1 plans) for executives.
These principles include:

o Adoption, amendment, or termination of a 10b5-1 plan must be disclosed
within two business days in a Form 8-K;

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o Amendment or early termination of a 10b5-1 plan is allowed only under
extraordinary circumstances, as determined by the board;

o Ninety days must elapse between adoption or amendment of a 10b5-1 plan and
initial trading under the plan;

o Reports on Form 4 must identify transactions made pursuant to a 10b5-1
plan;

o An executive may not trade in company stock outside the 10b5-1 Plan.

o Trades under a 10b5-1 plan must be handled by a broker who does not handle
other securities transactions for the executive.

Recoup Bonuses

Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or
other incentive payments made to senior executives if it is later determined
that fraud, misconduct, or negligence significantly contributed to a restatement
of financial results that led to the awarding of unearned incentive
compensation, taking into consideration:

o If the company has adopted a formal recoupment bonus policy; or

o If the company has chronic restatement history or material financial
problems.

Severance Agreements for Executives/Golden Parachutes

Vote FOR shareholder proposals requiring that golden parachutes or executive
severance agreements be submitted for shareholder ratification, unless the
proposal requires shareholder approval prior to entering into employment
contracts. Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden
parachutes. An acceptable parachute should include, but is not limited to, the
following:

o The triggering mechanism should be beyond the control of management;

o The amount should not exceed three times base amount (defined as the
average annual taxable W-2 compensation during the five years prior to the
change of control);

o Change-in-control payments should be double-triggered, i.e., (1) after a
change in control has taken place, and (2) termination of the executive as
a result of the change in control. Change in control is defined as a change
in the company ownership structure.

Supplemental Executive Retirement Plans (SERPs)

Generally vote FOR shareholder proposals requesting to put extraordinary
benefits contained in SERP agreements to a shareholder vote unless the company's
executive pension plans do not contain excessive benefits beyond what is offered
under employee-wide plans.

Generally vote FOR shareholder proposals requesting to limit the executive
benefits provided under the company's supplemental executive retirement plan
(SERP) by limiting covered compensation to a senior executive's annual salary
and excluding of all incentive or bonus pay from the plan's definition of
covered compensation used to establish such benefits.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) ISSUES

Consumer Lending

Vote CASE-BY CASE on requests for reports on the company's lending guidelines
and procedures, including the establishment of a board committee for oversight,
taking into account:

o Whether the company has adequately disclosed mechanisms to prevent abusive
lending practices;

o Whether the company has adequately disclosed the financial risks of the
lending products in question;

o Whether the company has been subject to violations of lending laws or
serious lending controversies;

o Peer companies' policies to prevent abusive lending practices.

Pharmaceutical Pricing

Generally vote AGAINST proposals requesting that companies implement specific
price restraints on pharmaceutical products unless the company fails to adhere
to legislative guidelines or industry norms in its product pricing.

Vote CASE-BY-CASE on proposals requesting that the company evaluate their
product pricing considering:

o The existing level of disclosure on pricing policies;
o Deviation from established industry pricing norms;
o The company's existing initiatives to provide its products to needy
consumers;

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o Whether the proposal focuses on specific products or geographic regions.

Product Safety and Toxic Materials

Generally vote FOR proposals requesting the company to report on its policies,
initiatives/procedures, and oversight mechanisms related to toxic materials
and/or product safety in its supply chain, unless:

o The company already discloses similar information through existing reports
or policies such as a supplier code of conduct and/or a sustainability
report;

o The company has formally committed to the implementation of a toxic
materials and/or product safety and supply chain reporting and monitoring
program based on industry norms or similar standards within a specified
time frame; and

o The company has not been recently involved in relevant significant
controversies or violations.

Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility
assessment to phaseout of certain toxic chemicals and/or evaluate and disclose
the financial and legal risks associated with utilizing certain chemicals,
considering:

o Current regulations in the markets in which the company operates;

o Recent significant controversy, litigation, or fines stemming from toxic
chemicals or ingredients at the company; and

o The current level of disclosure on this topic.

Climate Change

In general, vote FOR resolutions requesting that a company disclose information
on the impact of climate change on the company's operations unless:

o The company already provides current, publicly available information on the
perceived impact that climate change may have on the company as well as
associated policies and procedures to address such risks and/or
opportunities;

o The company's level of disclosure is comparable to or better than
information provided by industry peers; and

o There are no significant fines, penalties, or litigation associated with
the company's environmental performance.

Greenhouse Gas Emissions

Generally vote FOR proposals requesting a report on greenhouse gas emissions
from company operations and/or products unless this information is already
publicly disclosed or such factors are not integral to the company's line of
business. Generally vote AGAINST proposals that call for reduction in greenhouse
gas emissions by specified amounts or within a restrictive time frame unless the
company lags industry standards and has been the subject of recent, significant
fines, or litigation resulting from greenhouse gas emissions.

Political Contributions and Trade Associations Spending

Generally vote AGAINST proposals asking the company to affirm political
nonpartisanship in the workplace so long as:

o The company is in compliance with laws governing corporate political
activities; and

o The company has procedures in place to ensure that employee contributions
to company-sponsored political action committees (PACs) are strictly
voluntary and not coercive.

Vote AGAINST proposals to publish in newspapers and public media the company's
political contributions as such publications could present significant cost to
the company without providing commensurate value to shareholders. Vote
CASE-BY-CASE on proposals to improve the disclosure of a company's political
contributions and trade association spending, considering:

o Recent significant controversy or litigation related to the company's
political contributions or governmental affairs; and

o The public availability of a company policy on political contributions and
trade association spending including information on the types of
organizations supported, the business rationale for supporting these
organizations, and the oversight and compliance procedures related to such
expenditures.

A-12

Vote AGAINST proposals barring the company from making political contributions.
Businesses are affected by legislation at the federal, state, and local level
and barring contributions can put the company at a competitive disadvantage.
Vote AGAINST proposals asking for a list of company executives, directors,
consultants, legal counsels, lobbyists, or investment bankers that have prior
government service and whether such service had a bearing on the business of the
company. Such a list would be burdensome to prepare without providing any
meaningful information to shareholders.

Sustainability Reporting

Generally vote FOR proposals requesting the company to report on policies and
initiatives related to social, economic, and environmental sustainability,
unless:

o The company already discloses similar information through existing reports
or policies such as an environment, health, and safety (EHS) report; a
comprehensive code of corporate conduct; and/or a diversity report; or

o The company has formally committed to the implementation of a reporting
program based on Global Reporting Initiative (GRI) guidelines or a similar
standard within a specified time frame.

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Non-U.S. Proxy Voting

The following is a concise summary of the Voting Guidelines for voting non-U.S.
proxies.

1. OPERATIONAL ITEMS

Financial Results/Director and Auditor Reports

Vote FOR approval of financial statements and director and auditor reports,
unless:

o There are concerns about the accounts presented or audit procedures used;
or

o The company is not responsive to shareholder questions about specific items
that should be publicly disclosed.

Appointment of Auditors and Auditor Fees

Vote FOR the reelection of auditors and proposals authorizing the board to fix
auditor fees, unless:

o There are serious concerns about the accounts presented or the audit
procedures used;

o The auditors are being changed without explanation; or

o Non-audit-related fees are substantial or are routinely in excess of
standard annual audit-related fees.

Vote AGAINST the appointment of external auditors if they have previously served
the company in an executive capacity or can otherwise be considered affiliated
with the company.

Appointment of Internal Statutory Auditors

Vote FOR the appointment or reelection of statutory auditors, unless:

o There are serious concerns about the statutory reports presented or the
audit procedures used;

o Questions exist concerning any of the statutory auditors being appointed;
or

o The auditors have previously served the company in an executive capacity or
can otherwise be considered affiliated with the company.

Allocation of Income

Vote FOR approval of the allocation of income, unless:

o The dividend payout ratio has been consistently below 30 percent without
adequate explanation; or

o The payout is excessive given the company's financial position.

Stock (Scrip) Dividend Alternative
Vote FOR most stock (scrip) dividend proposals.

Vote AGAINST proposals that do not allow for a cash option unless management
demonstrates that the cash option is harmful to shareholder value.

Amendments to Articles of Association
Vote amendments to the articles of association on a CASE-BY-CASE basis.
Change in Company Fiscal Term

Vote FOR resolutions to change a company's fiscal term unless a company's
motivation for the change is to postpone its AGM.

Lower Disclosure Threshold for Stock Ownership

Vote AGAINST resolutions to lower the stock ownership disclosure threshold below
5 percent unless specific reasons exist to implement a lower threshold.

Amend Quorum Requirements

Vote proposals to amend quorum requirements for shareholder meetings on a
CASE-BY-CASE basis.

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Transact Other Business

Vote AGAINST other business when it appears as a voting item.

2. BOARD OF DIRECTORS

Director Elections

Vote FOR management nominees in the election of directors, unless:
o Adequate disclosure has not been provided in a timely manner;
o There are clear concerns over questionable finances or restatements;
o There have been questionable transactions with conflicts of interest;
o There are any records of abuses against minority shareholder interests; or
o The board fails to meet minimum corporate governance standards.

Vote FOR individual nominees unless there are specific concerns about the
individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

Vote AGAINST shareholder nominees unless they demonstrate a clear ability to
contribute positively to board deliberations.

Vote AGAINST individual directors if repeated absences at board meetings have
not been explained (in countries where this information is disclosed).

Vote FOR employee and/or labor representatives if they sit on either the audit
or compensation committee and are required by law to be on those committees.
Vote AGAINST employee and/or labor representatives if they sit on either the
audit or compensation committee, if they are not required to be on those
committees. ISS Classification of Directors - International Policy 2008

- --------------------------------------------------------------------------------
Executive Director

o Employee or executive of the company;

o Any director who is classified as a non-executive, but receives
salary, fees, bonus, and/or other benefits that are in line with the
highest-paid executives of the company.

Non-Independent Non-Executive Director (NED)

o Any director who is attested by the board to be a non-independent NED;

o Any director specifically designated as a representative of a
significant shareholder of the company;

o Any director who is also an employee or executive of a significant
shareholder of the company;

o Beneficial owner (direct or indirect) of at least 10% of the company's
stock, either in economic terms or in voting rights (this may be
aggregated if voting power is distributed among more than one member
of a defined group, e.g., family members who beneficially own less
than 10% individually, but collectively own more than 10%), unless
market best practice dictates a lower ownership and/or disclosure
threshold (and in other special market-specific circumstances);

o Government representative;

o Currently provides (or a relative[1] provides) professional
services[2] to the company, to an affiliate of the company, or to an
individual officer of the company or of one of its affiliates in
excess of $10,000 per year;

o Represents customer, supplier, creditor, banker, or other entity with
which company maintains transactional/commercial relationship (unless
company discloses information to apply a materiality test[3]);

o Any director who has conflicting or cross-directorships with executive
directors or the chairman of the company;

o Relative[1] of a current employee of the company or its affiliates;

o Relative[1] of a former executive of the company or its affiliates;

o A new appointee elected other than by a formal process through the
General Meeting (such as a contractual appointment by a substantial
shareholder);

o Founder/co-founder/member of founding family but not currently an
employee;

o Former executive (5 year cooling off period);

o Years of service is generally not a determining factor unless it is
recommended best practice in a market and/or in extreme circumstances,
in which case it may be considered.[4]

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Independent NED

o No material[5] connection, either directly or indirectly, to the
company other than a board seat. Employee Representative

o Represents employees or employee shareholders of the company
(classified as "employee representative" but considered a
non-independent NED).

Footnotes:

[1] "Relative" follows the U.S. SEC's definition of "immediate family members"
which covers spouses, parents, children, stepparents, step-children, siblings,
in-laws, and any person (other than a tenant or employee) sharing the household
of any director, nominee for director, executive officer, or significant
shareholder of the company.

[2] Professional services can be characterized as advisory in nature and
generally include the following: investment banking/financial advisory services;
commercial banking (beyond deposit services); investment services; insurance
services; accounting/audit services; consulting services; marketing services;
and legal services. The case of participation in a banking syndicate by a
non-lead bank should be considered a transaction (and hence subject to the
associated materiality test) rather than a professional relationship.

[3] If the company makes or receives annual payments exceeding the greater of
$200,000 or five percent of the recipient's gross revenues (the recipient is the
party receiving the financial proceeds from the transaction).

[4] For example, in continental Europe, directors with a tenure exceeding 12
years will be considered non-independent. In the United Kingdom and Ireland,
directors with a tenure exceeding nine years will be considered non-independent,
unless the company provides sufficient and clear justification that the director
is independent despite his long tenure.

[5] For purposes of ISS' director independence classification, "material" will
be defined as a standard of relationship financial, personal or otherwise) that
a reasonable person might conclude could potentially influence one's objectivity
in the boardroom in a manner that would have a meaningful impact on an
individual's ability to satisfy requisite fiduciary standards on behalf of
shareholders.
- --------------------------------------------------------------------------------

Director Compensation

Vote FOR proposals to award cash fees to non-executive directors unless the
amounts are excessive relative to other companies in the country or industry.

Vote non-executive director compensation proposals that include both cash and
share-based components on a CASE-BY-CASE basis.

Vote proposals that bundle compensation for both non-executive and executive
directors into a single resolution on a CASE-BY-CASE basis.

Vote AGAINST proposals to introduce retirement benefits for non-executive
directors.

Discharge of Board and Management

Vote FOR discharge of the board and management, unless:

o There are serious questions about actions of the board or management for
the year in question; or

o Legal action is being taken against the board by other shareholders.

Vote AGAINST proposals to remove approval of discharge of board and management
from the agenda.

Director, Officer, and Auditor Indemnification and Liability Provisions

Vote proposals seeking indemnification and liability protection for directors
and officers on a CASE-BY-CASE basis.

Vote AGAINST proposals to indemnify auditors.

Board Structure
Vote FOR proposals to fix board size.

Vote AGAINST the introduction of classified boards and mandatory retirement ages
for directors.

Vote AGAINST proposals to alter board structure or size in the context of a
fight for control of the company or the board.

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3. CAPITAL STRUCTURE

Share Issuance Requests

General Issuances:

Vote FOR issuance requests with preemptive rights to a maximum of 100 percent
over currently issued capital.

Vote FOR issuance requests without preemptive rights to a maximum of 20 percent
of currently issued capital.

Specific Issuances:

Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

Increases in Authorized Capital

Vote FOR non-specific proposals to increase authorized capital up to 100 percent
over the current authorization unless the increase would leave the company with
less than 30 percent of its new authorization outstanding.

Vote FOR specific proposals to increase authorized capital to any amount,
unless:

o The specific purpose of the increase (such as a share-based acquisition or
merger) does not meet ISS guidelines for the purpose being proposed; or

o The increase would leave the company with less than 30 percent of its new
authorization outstanding after adjusting for all proposed issuances.

Vote AGAINST proposals to adopt unlimited capital authorizations.

Reduction of Capital

Vote FOR proposals to reduce capital for routine accounting purposes unless the
terms are unfavorable to shareholders.

Vote proposals to reduce capital in connection with corporate restructuring on a
CASE-BY-CASE basis.

Capital Structures

Vote FOR resolutions that seek to maintain or convert to a one-share, one-vote
capital structure.

Vote AGAINST requests for the creation or continuation of dual-class capital
structures or the creation of new or additional supervoting shares.

Preferred Stock

Vote FOR the creation of a new class of preferred stock or for issuances of
preferred stock up to 50 percent of issued capital unless the terms of the
preferred stock would adversely affect the rights of existing shareholders.

Vote FOR the creation/issuance of convertible preferred stock as long as the
maximum number of common shares that could be issued upon conversion meets ISS'
guidelines on equity issuance requests.

Vote AGAINST the creation of a new class of preference shares that would carry
superior voting rights to the common shares.

Vote AGAINST the creation of blank check preferred stock unless the board
clearly states that the authorization will not be used to thwart a takeover bid.

Vote proposals to increase blank check preferred authorizations on a
CASE-BY-CASE basis.

Debt Issuance Requests

Vote non-convertible debt issuance requests on a CASE-BY-CASE basis, with or
without preemptive rights.

Vote FOR the creation/issuance of convertible debt instruments as long as the
maximum number of common shares that could be issued upon conversion meets ISS'
guidelines on equity issuance requests.

Vote FOR proposals to restructure existing debt arrangements unless the terms of
the restructuring would adversely affect the rights of shareholders.

Pledging of Assets for Debt

Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE
basis.

Increase in Borrowing Powers

Vote proposals to approve increases in a company's borrowing powers on a
CASE-BY-CASE basis.

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Share Repurchase Plans

Vote FOR share repurchase plans, unless:

o Clear evidence of past abuse of the authority is available; or

o The plan contains no safeguards against selective buybacks.

Reissuance of Shares Repurchased

Vote FOR requests to reissue any repurchased shares unless there is clear
evidence of abuse of this authority in the past.

Capitalization of Reserves for Bonus Issues/Increase in Par Value
Vote FOR requests to capitalize reserves for bonus issues of shares or to
increase par value.

4. OTHER
Reorganizations/Restructurings
Vote reorganizations and restructurings on a CASE-BY-CASE basis.

Mergers and Acquisitions
Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:

For every M&A analysis, ISS reviews publicly available information as of the
date of the report and evaluates the merits and drawbacks of the proposed
transaction, balancing various and sometimes countervailing factors including:

o Valuation - Is the value to be received by the target shareholders (or paid
by the acquirer) reasonable? While the fairness opinion may provide an
initial starting point for assessing valuation reasonableness, ISS places
emphasis on the offer premium, market reaction, and strategic rationale.

o Market reaction - How has the market responded to the proposed deal? A
negative market reaction will cause ISS to scrutinize a deal more closely.

o Conflicts of interest - Are insiders benefiting from the transaction
disproportionately and inappropriately as compared to non-insider
shareholders? ISS will consider whether any special interests may have
influenced these directors and officers to support or recommend the merger.

Vote AGAINST if the companies do not provide sufficient information upon request
to make an informed voting decision.

Mandatory Takeover Bid Waivers

Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE
basis.

Reincorporation Proposals
Vote reincorporation proposals on a CASE-BY-CASE basis.

Expansion of Business Activities

Vote FOR resolutions to expand business activities unless the new business takes
the company into risky areas. Related-Party Transactions

Vote related-party transactions on a CASE-BY-CASE basis.

Compensation Plans
Vote compensation plans on a CASE-BY-CASE basis.

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Antitakeover Mechanisms

Vote AGAINST all antitakeover proposals unless they are structured in such a way
that they give shareholders the ultimate decision on any proposal or offer.

Shareholder Proposals

Vote all shareholder proposals on a CASE-BY-CASE basis.

Vote FOR proposals that would improve the company's corporate governance or
business profile at a reasonable cost.

Vote AGAINST proposals that limit the company's business activities or
capabilities or result in significant costs being incurred with little or no
benefit.

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DFA INVESTMENT DIMENSIONS GROUP INC. (106/107)

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) Articles Supplementary as filed with the Maryland Secretary of State
on September 8, 2004 re: the addition of Class R Shares of U.S. Small
Cap Value Portfolio and the deletion of (i) the LD U.S. Marketwide
Portfolio Shares, (ii) the HD U.S. Marketwide Portfolio Shares, (iii)
the LD U.S. Marketwide Value Portfolio Shares and (iv) the HD U.S.
Marketwide Value Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 75/76 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2005.

(3) Articles of Amendment as filed with the Maryland Secretary of State on
October 25, 2004 re: the name change of the:
* AAM/DFA International High Book to Market Portfolio to the
LWAS/DFA International High Book to Market Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 75/76 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2005.

(4) Articles Supplementary filed with the Maryland Secretary of State on
January 10, 2005 re: the addition of the:
* Shares of Emerging Markets Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 73/74 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 14, 2005.

(5) Articles Supplementary filed with the Maryland Secretary of State on
March 7, 2005 re: the authorization of 40 billion additional shares of
common stock:
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 75/76 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2005.

(6) Articles of Amendment as filed with the Maryland Secretary of State on
September 12, 2005 re: the name change of the:
* The Pacific Rim Small Company Portfolio to the Asia Pacific
Small Company Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(7) Articles Supplementary filed with the Maryland Secretary of State on
September 12, 2005 re: the addition of the:
* U.S. Core Equity 1 Portfolio
* U.S. Core Equity 2 Portfolio
* U.S. Vector Equity Portfolio
* International Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(8) Articles of Amendment as filed with the Maryland Secretary of State on
May 12, 2006 re: the name change of the:
* U.S. Small Cap Value Portfolio Shares-Investor Class to the
U.S. Small Cap Value Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 80/81 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 23, 2006.

(9) Articles Supplementary filed with the Maryland Secretary of State on
May 12, 2006 re: the addition of the:
* Emerging Markets Social Core Portfolio Shares and the
reclassification and reallocation of shares of Class R Shares of
U.S. Small Cap Value Portfolio to the U.S. Small Cap Value
Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 80/81 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 23, 2006.

(10) Articles Supplementary filed with the Maryland Secretary of State on
August 4, 2006 re: the addition of the:
* DFA Inflation-Protected Securities Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 83/84 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 12, 2006.

(11) Articles Supplementary filed with the Maryland Secretary of State on
November 20, 2006 re: the addition of the:
* DFA International Real Estate Securities Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 85/86 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 5, 2006.

(12) Articles Supplementary filed with the Maryland Secretary of State on
November 29, 2006 re: the allocation of 100 billion additional shares
of common stock to:
* U.S. Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(13) Articles of Amendment as filed with the Maryland Secretary of State on
November 29, 2006 re: the name change of the:
* U.S. Small XM Value Portfolio Shares to the U.S. Targeted Value
Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(14) Articles Supplementary filed with the Maryland Secretary of State on
November 29, 2006 re: the allocation of 140 billion additional shares
of common stock and re: the addition of the:
* DFA California Short-Term Municipal Bond Portfolio Shares
* T.A. U.S. Core Equity 2 Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(15) Articles of Amendment as filed with the Maryland Secretary of State on
March 27, 2007 re: the name change of the:
* Tax-Managed U.S. Small Cap Value Portfolio Shares to the
Tax-Managed U.S. Targeted Value Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(16) Articles of Amendment as filed with the Maryland Secretary of State on
June 21, 2007 re: the name change of the:
* Emerging Markets Social Core Portfolio Shares to the Emerging
Markets Socila Core Equity Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 91/92 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 6, 2007.

(17) Articles Supplementary filed with the Maryland Secretary of State on
June 21, 2007 re: the addition of the:
* U.S. Social Core Equity 2 Portfolio Shares
* CSTG&E U.S. Social Core Equity 2 Portfolio Shares
* CSTG&E International Social Core Equity Portfolio Shares
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 91/92 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 6, 2007.

(18) Articles Supplementary filed with the Maryland Secretary of State on
July 9, 2007 re: the classification and allocation of shares.
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(19) Articles of Amendment filed with the Maryland Secretary of State on
October 10, 2007 re: the name change of various portfolios:
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(20) Articles Supplementary filed with the Maryland Secretary of State on
October 10, 2007 re: the addition of Class R shares:
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(21) Articles Supplementary filed with the Maryland Secretary of State on
December 31, 2007 re: the addition of the:
* U.S. Sustainability Core 1 Portfolio
* International Sustainability Core 1 Portfolio
* DFA Selectively Hedged Global Fixed Income Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 103/104 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 28, 2008.

(22) Articles Supplementary filed with the Maryland Secretary of State on
February 22, 2008 re: the addition of the:
* T.A. World ex U.S. Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 103/104 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 28, 2008.

(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.

(c) Instruments Defining the Rights of Securityholders.
(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 U.S. Large Value Portfolio (formerly known as the VA
Large Value Portfolio and 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 U.S. Targeted Value Portfolio (formerly known as 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.

(2) Addendum Number Two re: the reflection of the following name
changes:
* Tax-Managed U.S. Small Cap Value Portfolio to the
Tax-Managed U.S. Targeted Value Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(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.

(o) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* Emerging Markets Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 73/74 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 14, 2005.

(p) Investment Advisory Agreement between the Registrant and DFA
dated September 13, 2005 re: the:
* U.S. Core Equity 1 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(q) Investment Advisory Agreement between the Registrant and DFA
dated September 13, 2005 re: the:
* U.S. Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(r) Investment Advisory Agreement between the Registrant and DFA
dated September 13, 2005 re: the:
* International Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(s) Investment Advisory Agreement between the Registrant and DFA
dated September 13, 2005 re: the:
* U.S. Vector Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(t) Investment Advisory Agreement between the Registrant and DFA
dated August 7, 2006 re: the:
* Emerging Markets Social Core Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(u) Investment Advisory Agreement between the Registrant and DFA
dated September 12, 2006 re: the:
* DFA Inflation-Protected Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 83/84 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 12, 2006.

(v) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA International Real Estate Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 85/86 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 5, 2006.

(w) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA California Short-Term Municipal Bond Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 86/87 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 12, 2007.

(x) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* T.A. U.S. Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 86/87 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 12, 2007.

(y) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* U.S. Targeted Value Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(z) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* U.S. Social Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 89/90 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: April 24, 2007.

(aa) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* CSTG&E U.S. Social Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 90/91 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 8, 2007.

(bb) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* CSTG&E International Social Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 90/91 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 8, 2007.

(cc) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* U.S. Sustainability Core 1 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 99/100 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 10, 2008.

(dd) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* International Sustainability Core 1 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 99/100 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 10, 2008.

(ee) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA Selectively Hedged Global Fixed Income Portfolio
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(ff) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* T.A. World ex U.S. Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 97/98 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 13, 2007.

(gg) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA Global Real Estate Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 100/101 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 8, 2008.

(hh) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA International Value Ex Tobacco Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 105/106 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: April 9, 2008.

(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.

(i) Amendment No. 1 to Sub-Advisory Agreement between the
Registrant, DFA and DFA Australia Ltd. (formerly DFA
Australia Pty Limited) dated July 18, 1997
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 78/79 to the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2006.

(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) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* International Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(f) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* International Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(g) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. dated August 7, 2006 re: the:
* Emerging Markets Social Core Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(h) Sub-Advisory Agreement between the Registrant, DFA and DFA
Australia Ltd. dated August 7, 2006 re: the:
* Emerging Markets Social Core Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(i) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* DFA International Real Estate Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 85/86 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 5, 2006.

(j) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* DFA International Real Estate Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 85/86 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 5, 2006.

(k) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* CSTG&E International Social Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 90/91 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 8, 2007.

(l) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* CSTG&E International Social Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 90/91 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 8, 2007.

(m) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* International Sustainability Core 1 Portfolio
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(n) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* International Sustainability Core 1 Portfolio
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(o) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* DFA Selectively Hedged Global Fixed Income Portfolio
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(p) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* DFA Selectively Hedged Global Fixed Income Portfolio
Filing: Post-Effective Amendment No. 96/97 to Registrant's
Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 17, 2007.

(q) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* T.A. World ex U.S. Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 101/102 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 26, 2008.

(r) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* T.A. World ex U.S. Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 101/102 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 26, 2008.
(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.

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

* Emerging Markets Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 75/76 to
Registrant's Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2005.

(j) Addendum Number Ten re: the addition of the:
* U.S. Core Equity 1 Portfolio;
* U.S. Core Equity 2 Portfolio;
* U.S. Vector Equity Portfolio;
* International Core Equity Portfolio;
and the reflection of the following name changes:
* The Pacific Rim Small Company Portfolio to the Asia
Pacific Small Company Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(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.

(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.

(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 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.

(j) Form of Addendum Number Ten re: the addition of the:
* Emerging Markets Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 75/76 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2005.

(k) Addendum Number Eleven re: the addition of the:
* U.S. Core Equity 1 Portfolio;
* U.S. Core Equity 2 Portfolio;
* U.S. Vector Equity Portfolio;
* International Core Equity Portfolio;
and the reflection of the following name changes:
* The Pacific Rim Small Company Portfolio to the Asia
Pacific Small Company Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 77/78 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 13, 2005.

(l) Form of Addendum Number Fourteen re: the addition of the:
* Emerging Markets Social Core Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(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.

(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.

(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.

(l) Form of Addendum Number Seventeen re: the addition of the:
* Emerging Markets Social Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(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) Form of Amended and Restated Administration Agreement dated March
30, 2006 re: the:
* U.S. Large Company Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 78/79 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2006.

(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.

(1) Addendum Number One re: the reflection of the following name
change:
* Pacific Rim Small Company Portfolio to Asia Pacific
Small Company Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 78/79 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2006.

(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) Form of 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) Form of Amended and Restated re: the:
* U.S. Targeted Value Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(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) Other.

(a) Form of 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) Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA dated August 7, 2006.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 82/83 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 4, 2006.

(e) Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA dated September 12, 2006 re:
* DFA Inflation-Protected Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 83/84 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 12, 2006.

(f) Form of Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA re:
* DFA International Real Estate Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(g) Form of Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA re:
* DFA California Short-Term Municipal Bond Portfolio
* T.A. U.S. Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(h) Form of Amended and Restated Fee Waiver and Expense Assumption
Agreement between the Registrant and DFA re:
* Emerging Markets Core Equity Portfolio
* U.S. Core Equity 1 Portfolio
* U.S. Core Equity 2 Portfolio
* U.S. Vector Equity Portfolio
* International Core Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(i) Form of Amended and Restated Fee Waiver and Expense Assumption
Agreement between the Registrant and DFA re:
* U.S. Large Company Portfolio
* U.S. Targeted Value Portfolio
* International Small Company Portfolio
* Japanese Small Company Portfolio
* United Kingdom Small Company Portfolio
* Continental Small Company Portfolio
* Asia Pacific Small Company Portfolio (formerly, Pacific
Rim Small Company Portfolio)
* Tax-Managed U.S. Equity Portfolio
* DFA Short-Term Municipal Bond Portfolio
* DFA Inflation-Protected Securities Portfolio
* Emerging Markets Social Core Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(j) Form of Fee Waiver Agreement between the Registrant and DFA re:
* U.S. Social Core Equity 2 Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 91/92 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 6, 2007.

(i) Legal Opinion.

(1) Legal Opinion of Stradley, Ronon, Stevens & Young, LLP.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 103/104 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 28, 2008.

(j) Other Opinions.

(1) Consent of PricewaterhouseCoopers
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 103/104 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 28, 2008.

(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
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 95/96 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 10, 2007.

(o) Powers-of-Attorney.

(1) On behalf of the Registrant, dated as of March 30, 2007, appointing
David G. Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown
and Jeff J. Jeon as attorneys-in-fact to David G. Booth, Rex A.
Sinquefield, George M. Constantinides, John P. Gould, Roger G.
Ibbotson, Robert C. Merton, Myron S. Scholes, Abbie J. Smith and David
R. Martin.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(2) On behalf of The DFA Investment Trust Company, Power-of-Attorney dated
as of March 30, 2007, appointing David G. Booth, David R. Martin,
Catherine L. Newell, Valerie A. Brown and Jeff J. Jeon as
attorneys-in-fact to David G. Booth, Rex A. Sinquefield, George M.
Constantinides, John P. Gould, Roger G. Ibbotson, Robert C. Merton,
Myron S. Scholes, Abbie J. Smith and David R. Martin.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(3) On behalf of Dimensional Emerging Markets Value Fund Inc.,
Power-of-Attorney dated as of March 30, 2007, appointing David G.
Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown and Jeff
J. Jeon as attorneys-in-fact to David G. Booth, Rex A. Sinquefield,
George M. Constantinides, John P. Gould, Roger G. Ibbotson, Robert C.
Merton, Myron S. Scholes, Abbie J. Smith and David R. Martin.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 88/89 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 30, 2007.

(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 LP, with a principal place of business
located at 1299 Ocean Avenue, 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 partners and
executive 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 executive
officers and partners of the Advisor and information as to any
business, profession, vocation or employment or a substantial
nature engaged in by those officers and partners during the past
two years.

(b) The Sub-Advisor for the VA International Small Portfolio,
International Core Equity Portfolio, Emerging Markets Social Core
Equity Portfolio, DFA International Real Estate Securities Portfolio,
CSTG&E International Social Core Equity Portfolio, International
Sustainability Core 1 Portfolio, DFA Selectively Hedged Global Fixed
Income Portfolio, T.A. World ex U.S. Core Equity Portfolio and DFA
International Value Ex Tobacco Portfolio, each a series of the
Registrant, is Dimensional Fund Advisors Ltd. ("DFAL"). DFAL has its
principal place of business is 7 Down Street London W1J7AJ, United
Kingdom. 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,
International Core Equity Portfolio, Emerging Markets Social Core
Equity Portfolio, DFA International Real Estate Securities Portfolio,
CSTG&E International Social Core Equity Portfolio, International
Sustainability Core 1 Portfolio, DFA Selectively Hedged Global Fixed
Income Portfolio, T.A. World ex U.S. Core Equity Portfolio and DFA
International Value Ex Tobacco Portfolio, each a series of the
Registrant, is DFA Australia Limited ("DFA Australia"). DFA has its
principal placed of business is Level 43 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 table sets forth information as to the
Distributor's Directors, Officers, Partners and Control Persons:

- ---------------------------------------- -------------------------------- -------------------------------
Name and Principal Business Address Positions and Offices with Positions and Offices with
Underwriter Fund
- ---------------------------------------- -------------------------------- -------------------------------
M. Akbar Ali Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Darryl D. Avery Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

- ---------------------------------------- -------------------------------- -------------------------------
Scott A. Bosworth 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

- ---------------------------------------- -------------------------------- -------------------------------
David P. Butler Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Patrick Carter Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

- ---------------------------------------- -------------------------------- -------------------------------
Robert P. Cornell Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Christopher S. Crossan Vice President and Chief Vice President and Chief
1299 Ocean Avenue Compliance Officer Compliance Officer
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. Dintzner Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Kenneth Elmgren 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

- ---------------------------------------- -------------------------------- -------------------------------
Gretchen A. Flicker Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Jed S. Fogdall Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

- ---------------------------------------- -------------------------------- -------------------------------
Mark R. Gochnour 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

- ---------------------------------------- -------------------------------- -------------------------------
John T. Gray Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Darla Hastings Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Joel H. Hefner Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Julie C. Henderson Vice President and Fund Vice President and Fund
1299 Ocean Avenue Controller Controller
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Kevin B. Hight Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Christine W. Ho Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Jeff J. Jeon Vice President Vice President
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 Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Michael F. Lane Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Kristina M. LaRusso Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Immoo Lee Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Juliet H. Lee Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
David R. Martin Vice President, Chief Vice President, Chief
1299 Ocean Avenue Financial Officer and Treasurer Financial Officer and
Santa Monica, CA 90401 Treasurer

- ---------------------------------------- -------------------------------- -------------------------------
Heather E. Mathews Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401
- ---------------------------------------- -------------------------------- -------------------------------
Catherine L. Newell Vice President and Secretary Vice President and Secretary
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Gerard K. O'Reilly Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Carmen Palafox Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Sonya K. Park Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401
- ---------------------------------------- -------------------------------- -------------------------------
David A. Plecha Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Ted Randall Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Eduardo A. Repetto Vice President and Chief Vice President and Chief
1299 Ocean Avenue Investment Officer Investment Officer
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
L. Jacobo Rodriguez Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

- ---------------------------------------- -------------------------------- -------------------------------
Ted R. Simpson Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Bryce D. Skaff Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Grady M. Smith Vice President Vice President
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 Vice President
10 South Wacker Drive
Suite 2275
Chicago, IL 60606

- ---------------------------------------- -------------------------------- -------------------------------
Bradley G. Steiman Vice President Vice President
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 Vice President
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

- ---------------------------------------- -------------------------------- -------------------------------
Ryan Wiley Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Paul E. Wise Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

- ---------------------------------------- -------------------------------- -------------------------------
Dimensional Fund Advisors LP 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
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 (the "1933 Act") and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for the effectiveness of this Registration
Statement under Rule 485(b) under the 1933 Act and has duly caused
Post-Effective Amendment No. 106/107 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 23rd day of April 2008.

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. 106/107 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, April 23, 2008
David G. Booth Chairman and Chief
Executive Officer

/s/ Rex A. Sinquefield * Director April 23, 2008
Rex A. Sinquefield

/s/ David R. Martin * Chief Financial April 23, 2008
David R. Martin Officer, Treasurer
and Vice President

/s/ George M. Constantinides * Director April 23, 2008
George M. Constantinides

/s/ John P. Gould * Director April 23, 2008
John P. Gould

/s/ Roger G. Ibbotson * Director April 23, 2008
Roger G. Ibbotson

/s/ Robert C. Merton * Director April 23, 2008
Robert C. Merton

/s/ Myron S. Scholes * Director April 23, 2008
Myron S. Scholes

/s/ Abbie J. Smith * Director April 23, 2008
Abbie J. Smith

* By: /s/ Valerie A. Brown
Valerie A. Brown
Attorney-in-Fact (Pursuant to a Power-of-Attorney)

EXHIBIT INDEX

There are no exhibits to be filed with this registration statement.

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