DFA Investment Dimensions Group Inc.- 485(b) Filing dated August 4, 2006

485BPOS 1 dfaidg485b080406.htm DFA Investment Dimensions Group Inc.- 485(b) Filing dated August 4, 2006

As filed with the U.S. Securities and Exchange Commission on August 4, 2006
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. 82 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 83

(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
Dimensional Investment 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):

___ immediately upon filing pursuant to paragraph (b)
_X_ on August 7, 2006 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.

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Title of Security Being Registered:

EMERGING MARKETS SOCIAL CORE PORTFOLIO

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This Post-Effective Amendment No. 82/83 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 Emerging Markets Social
Core Portfolio series of shares

4. PART B -- Statement of Additional Information relating to the Registrant's
Emerging Markets Social Core Portfolio series of shares

5. PART C -- Other Information

6. SIGNATURES

P R O S P E C T U S

August 7, 2006
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.

EMERGING MARKETS SOCIAL CORE PORTFOLIO

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the accuracy or 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
EQUITY INVESTMENT APPROACH..............................................1
INVESTMENT OBJECTIVE, STRATEGIES, AND
RISKS OF THE EMERGING MARKETS SOCIAL
CORE PORTFOLIO........................................................1
PRINCIPAL RISKS.........................................................2
OTHER RISKS.............................................................2
OTHER INFORMATION.......................................................3
RISK AND RETURN BAR CHART AND TABLE.....................................4
FEES AND EXPENSES............................................................5
ANNUAL FUND OPERATING EXPENSES...............................................5
HIGHLIGHTS...................................................................6
MANAGEMENT SERVICES.....................................................6
PURCHASE, VALUATION, AND REDEMPTION OF SHARES...........................6
INVESTMENT OBJECTIVE AND POLICIES............................................6
APPLYING THE PORTFOLIO'S SOCIAL CRITERIA................................6
APPROVED MARKETS........................................................8
PORTFOLIO TRANSACTIONS.......................................................9
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.........................................................16
NET ASSET VALUE........................................................16
PUBLIC OFFERING PRICE..................................................17
EXCHANGE OF SHARES..........................................................18
REDEMPTION OF SHARES........................................................19
REDEMPTION PROCEDURE...................................................19
REDEMPTION OF SMALL ACCOUNTS...........................................19
IN-KIND REDEMPTIONS....................................................20
DISCLOSURE OF PORTFOLIO HOLDINGS............................................20
SERVICE PROVIDERS...........................................................21

RISK/RETURN SUMMARY

About the Portfolio

The Portfolio:

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

o Does not charge sales commissions or "loads."

o Is designed for long-term investors.

Management

Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for the
Portfolio.

Equity Investment Approach

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., emerging markets 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 the Portfolio by:

l. Selecting a starting universe of emerging markets securities.

2. Excluding certain companies after analyzing various factors (for example,
size or liquidity).

3. Excluding other companies based upon the Portfolio's social criteria.

4. Purchasing stocks so the Portfolio is generally diversified within its
targeted asset class of emerging markets.

See "INVESTMENT OBJECTIVE AND POLICIES--Applying the Portfolio's Social
Criteria" for a description of the social criteria utilized by the Portfolio.

Investment Objective, Strategies, and Risks of the Emerging Markets Social Core
Portfolio

o Investment Objective: Long-term capital appreciation.

o Investment Strategy: Invest in a broad portfolio of emerging markets
companies, generally with an increased exposure to small cap and value
companies, while excluding securities of emerging markets companies based
upon the Portfolio's social issue screens.

o Principal Risks: Market Risk, Emerging Markets Risk, Foreign Securities and
Currencies Risk, Small Company Risk, and Social Investment Risk.

Principal Risks

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, which 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.

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 emergency conditions.

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 are also exposed to foreign currency risk (the possibility that
foreign currency will fluctuate in value against the U.S. dollar).

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.

Social Investment Risk: The Portfolio's social issue screens may limit the
number of investment opportunities available to the Portfolio, and as a result,
at times the Portfolio may produce more modest gains than funds that are not
subject to such special investment conditions. For example, the Portfolio may
decline to purchase certain securities when it is otherwise advantageous to do
so, or the Portfolio may sell certain securities for social reasons when it is
otherwise disadvantageous to do so.

Other Risks

Derivatives:

Derivatives are securities, such as futures contracts, whose value is derived
from that of other securities or indices. Derivatives can be used for hedging
(attempting to reduce risk by offsetting one investment position with another)
or non-hedging purposes. The Portfolio may use foreign currency contracts to
hedge foreign currency risks.

The Portfolio 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.
When the Portfolio uses derivatives for non-hedging purposes, the Portfolio 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 Portfolio may lend its portfolio securities to generate additional income.
Securities lending involves the risk that the borrower may fail to return the
securities in a timely manner or at all. As a result, the Portfolio may lose
money and there may be a delay in recovering the loaned securities. The
Portfolio also could lose money if it 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........................................................0.55%
Other Expenses........................................................0.51%*
----

Total Annual Operating Expenses.......................................1.06%
Fee Waiver and/or Expense Reimbursements..............................0.21%
----

Net Expenses..........................................................0.85%**

__________________

* "Other Expenses" are annualized expenses based on anticipated fees and
expenses payable by the Portfolio through the fiscal year ending November
30, 2006.

** 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 Portfolio's expenses to the extent
necessary to limit the expenses to 0.85% of the Portfolio's average net
assets on an annualized basis (the "Expense Limitation Amount"). At any
time that the Portfolio's annualized expenses are less than the Portfolio's
Expense Limitation Amount, described in the prior sentence, 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 expenses to exceed the 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.

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
Emerging Markets Social Core Portfolio................. $87 $334

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.

HIGHLIGHTS

Management Services

The Advisor serves as investment advisor to the Portfolio. 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. See "PURCHASE OF SHARES," "VALUATION OF SHARES," and
"REDEMPTION OF SHARES."

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio seeks to achieve its investment objective by
investing in companies associated with emerging markets designated by the
Investment Committee of the Advisor ("Approved Markets"). As of the date of this
Prospectus, the following countries are designated as Approved Markets: Brazil,
Chile, Czech Republic, Hungary, India, Indonesia, Israel, Malaysia, Mexico, the
Philippines, Poland, South Africa, South Korea, Taiwan, Thailand, and Turkey.
The Investment Committee of the Advisor also may authorize other countries for
investment in the future, in addition to the countries listed.

The Portfolio invests its assets primarily in Approved Markets equity
securities listed on bona fide securities exchanges or actively traded on
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.

The Portfolio seeks to purchase a broad and diverse group of equity
securities, generally with an increased exposure to securities of small cap
issuers and securities that the Portfolio considers to be value securities. In
addition to seeking exposure to small cap issuers and value securities, the
Portfolio seeks to exclude certain securities based upon the Portfolio's social
issue screens.

In assessing value, the Advisor may consider factors such as the issuer's
securities having a high book value in relation to their market value, and price
to cash flow or price to earnings ratios. The criteria the Advisor uses for
assessing value are subject to change from time to time. As a non-fundamental
policy, under normal circumstances, the Portfolio will invest at least 80% of
its net assets in emerging markets investments that are defined in this
Prospectus as Approved Markets securities. If the Portfolio changes this
investment policy, the Portfolio will notify shareholders at least 60 days in
advance of the change, and will change the name of the Portfolio.

Applying the Portfolio's Social Criteria

The Fund has engaged an independent third party (the "Social Screen
Vendor") to monitor the Portfolio's social issue screens. As of the date of this
Prospectus, KLD Research & Analytics, Inc. has been engaged to be the Social
Screen Vendor. The Portfolio seeks to exclude from its investment portfolio
those companies that are identified by the Portfolio's social issue screens, as
further discussed below. The Portfolio's social issue screens are designed to
identify:

o companies that earn at least 20% of their total business revenue
through the production and/or sale of military weapons and/or weapons
of mass destruction;

o companies that are wholly or partially managed or controlled by the
government of the Republic of the Sudan, or that are engaged in for
profit business activities in or with the Republic of the Sudan;

o companies that earn at least 15% of their total business revenue
through the production and/or sale of tobacco or alcohol products;

o companies that earn at least 20% of their total business revenue from
gambling activities;

o companies that directly participate in abortions;

o companies that manufacture pharmaceuticals and/or abortive
agents/contraceptives;

o companies that earn at least 15% of their total business revenue from
publishing or selling pornographic materials; and

o companies that are for-profit health care providers.

The Portfolio may modify this list of social issue screens, at any time, without
prior shareholder approval or notice.

The Portfolio's social issue screens are designed to meet the social
investing needs of shareholders; the exclusion, purchase, or sale of specific
securities in the Portfolio should not be construed as reflecting a judgment by
the Advisor or the Board of Directors of DFA Investment Dimensions Group Inc.
relating to any social issue.

The Portfolio and the Advisor do not determine which stocks to exclude
pursuant to the Portfolio's social issue screens. Instead, the Portfolio and the
Advisor rely on the social investment research provided by the Social Screen
Vendor. The Social Screen Vendor is generally in the business of providing
social investment research on publicly traded companies. Through its research,
the Social Screen Vendor shall determine if and when a company's activities are
significant enough to warrant exclusion under the Portfolio's social issue
screens. The Social Screen Vendor may periodically modify its social criteria
screening process.

The Portfolio will endeavor not to buy any stock that fails the Portfolio's
social issue screens as indicated in the research provided by the Social Screen
Vendor. Because of this approach, the Portfolio may not invest in certain types
of companies, industries, and segments of the Approved Markets. The Advisor will
endeavor to ensure that the Portfolio's investments are consistent with the
social issue screens, but there can be no guarantee that every investment will
do so. Even if an investment is not excluded by the social issue screens, the
Advisor has the option of excluding the investment if it is determined to be
unsuitable.

At times, the Portfolio may hold stocks that do not meet the Portfolio's
social criteria, because for instance the stocks ceased meeting the social
criteria after the Portfolio bought them or the Portfolio obtained the stocks
despite the Portfolio's social criteria due to inadvertent error, corporate
action or otherwise. The Advisor will seek to sell these stocks in an orderly
manner. Although the Advisor will seek to minimize any adverse effect of holding
or selling these stocks on the value of the Portfolio's investments, to the
extent that costs or losses are realized no remuneration will be due the
Portfolio.

Ordinarily, the Portfolio will sell the stocks within 90 days of determining
that the stocks do not meet the social criteria. However, the Portfolio will
sell the stocks after a longer period if the Advisor believes that doing so will
avoid a loss to the overall value of the Portfolio's investments.

Approved Markets

The Portfolio may not invest in all such companies or Approved Markets
described below, for reasons which include constraints imposed within Approved
Markets (e.g., restrictions on purchases by foreigners), and the Portfolio's
policy not to invest more than 25% of its assets in any one industry.

Approved Market securities are defined as 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 country, its agencies or instrumentalities, or
the central bank of such country; (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)
Approved Markets equity securities in the form of depositary shares; (g)
securities of pooled investment vehicles that invest primarily in Approved
Markets securities or derivative instruments that derive their value from
Approved Markets securities; 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. As a result, the value of the securities of such
companies may reflect economic and market forces in such other countries as well
as in the Approved Markets. The Advisor, however, will select only those
companies 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 outside
of Approved Markets, including companies having their entire production
facilities outside of Approved Markets, when such companies meet the definition
of Approved Markets securities.

In determining which countries are eligible markets for the Portfolio, the
Advisor may consider various factors, including, without limitation, the data,
analysis, and classification of countries published or disseminated by the
International Bank for Reconstruction and Development (commonly known as the
World Bank), the International Finance Corporation, FTSE International, Morgan
Stanley Capital International, Citigroup, and the Heritage Foundation. Approved
emerging markets may not include all such emerging markets. In determining
whether to approve markets for investment, the Advisor will take into account,
among other things, market liquidity, relative availability of investor
information, government regulation, including fiscal and foreign exchange
repatriation rules and the availability of other access to these markets for the
Portfolio. The Portfolio may continue to hold securities that are no longer
designated as Approved Markets by the Investment Committee of the Advisor.

Pending the investment of new capital in Approved Markets securities, the
Portfolio will typically invest in money market instruments or other highly
liquid debt instruments including those denominated in U.S. dollars (including,
without limitation, repurchase agreements) and money market mutual funds. In
addition, the Portfolio may, for liquidity, or for temporary defensive purposes
during periods in which market or economic or political conditions warrant,
purchase highly liquid debt instruments or hold freely convertible currencies,
although the Portfolio does not expect the aggregate of all such amounts to
exceed 20% of its net assets under normal circumstances. The Portfolio may also
invest in exchange-traded funds ("ETFs") and similarly structured pooled
investments that provide exposure to Approved Markets

or other equity markets, including the United States, for the purposes of
gaining exposure to the equity markets while maintaining liquidity.

The Portfolio also may invest up to 10% of its total assets in shares of
other investment companies that invest in one or more Approved Markets, although
it intends to do so only where access to those markets is otherwise
significantly limited. In some Approved Markets, it may be necessary or
advisable for the Portfolio to establish a wholly-owned subsidiary or a trust
for the purpose of investing in the local markets.

The Portfolio may 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. The Portfolio may
enter into futures contracts and options on futures contracts for Approved
Market or other equity market securities and indices, including those of the
United States. Because the Portfolio's investments will be denominated in
foreign currencies, the Portfolio also will enter into forward foreign currency
contracts solely for the purpose of hedging against fluctuations in currency
exchange rates.

Portfolio Construction

The Portfolio seeks broad market diversification generally with an
increased exposure to securities of small cap issuers and securities that it
considers to be value securities, while also purchasing securities as consistent
with the Portfolio's social issue screens. The Advisor will not utilize
"fundamental" securities research techniques in identifying securities
selections for the Portfolio.

Even though a company's stock may meet the criteria for investment, a
company's stock may not be included in the Portfolio for one or more of a number
of reasons. For example, in the Advisor's judgment, the issuer may be considered
in extreme financial difficulty, a material portion of its securities may be
closely held and not likely available to support market liquidity, or the issuer
may be a "passive foreign investment company" (as defined in the Internal
Revenue Code of 1986, as amended). There will be the exercise of discretion and
consideration by the Advisor in purchasing securities in an Approved Market and
in determining the allocation of investments among Approved Markets.

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 in
general. Securities will not be sold to realize short-term profits, but when
circumstances warrant, they may be sold without regard to the length of time
held. Securities, including those eligible for purchase, may be disposed of,
however, at any time when, in the Advisor's judgment, circumstances warrant
their sale, including, but not limited to, tender offers, mergers, and similar
transactions, or bids made for block purchases at opportune prices. Generally,
securities will be purchased with the expectation that they will be held for
longer than one year and will be held until such time as they are no longer an
appropriate holding in light of the investment policy of the Portfolio.

SECURITIES LOANS

The Portfolio is authorized to lend securities to qualified brokers,
dealers, banks, and other financial institutions for the purpose of earning
additional income. While the Portfolio may earn additional income from lending
securities, such activity is incidental to the investment objective of the

Portfolio. The value of securities loaned may not exceed 33 1/3% of the value of
the Portfolio's total assets, which includes the value of collateral received.
To the extent the Portfolio loans a portion of its securities, the Portfolio
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,
the Portfolio 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
registered and unregistered money market funds. For purposes of this paragraph,
agencies include both agency debentures and agency mortgage-backed securities.
In addition, the Portfolio 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 Portfolio's Statement of Additional
Information (the "SAI") for a further discussion of the tax consequences related
to securities lending. The Portfolio will be entitled to recall a loaned
security in time to vote proxies or otherwise obtain rights to vote proxies of
loaned securities if the Portfolio knows 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. As such, the
Advisor is responsible for the management of the Portfolio's assets. The
Portfolio is managed using a team approach. The investment team includes the
Investment Committee of the Advisor, portfolio managers, and all other 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 decisions for
the Portfolio are made 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.

Ms. Umland is a 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 Fund's SAI provides information about the
portfolio manager's compensation, other accounts managed by the portfolio
manager, and the portfolio manager's ownership of Fund shares.

The Advisor provides the Portfolio 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.

DFA Investment Dimensions Group Inc. (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 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 was organized in May 1981, and is engaged in the business of
providing investment management services. As of the date of this Prospectus,
assets under management total approximately $100 billion. The Advisor controls
Dimensional Fund Advisors Ltd. ("DFAL") and DFA Australia Limited ("DFA
Australia").

Investment Services

The Advisor has entered into a Sub Advisory Agreement with each of DFAL
(100 Pall Mall, London SW1Y 5NQ) and DFA Australia (Level 29 Gateway 1,
MacQuarie Place, Sydney, New South Wales 2000, Australia), respectively.
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 for the Portfolio 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 which 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
small companies in certain markets, including recommendations of securities to
be added to the securities that are eligible for purchase by the Portfolio. 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 from net investment income of the Portfolio are distributed
quarterly (on a calendar basis) and any net realized capital gains (after any
reductions for capital loss carry-forwards) are distributed annually after
November 30. The Portfolio also may make an additional dividend distribution
from net investment income in November of each year.

Shareholders of the Portfolio will automatically receive all income
dividends and capital gains distributions in additional shares of the Portfolio
at net asset value (as of the business date following the dividend record date),
unless, upon written notice to the Advisor and completion of account
information, the shareholder selects on of the options listed below:

Income Option - to receive income dividends in cash and capital gains
distributions in additional shares at net asset value.

Capital Gains Option - to receive capital gains distributions in cash and
income dividends in additional shares at net asset value.

Cash Option - to receive both income dividends and capital gains
distributions in cash.

Certain investments by the Portfolio may be subject to special rules that
may affect the amount, character, and timing of the income to the Portfolio.
Some of these rules are referenced in the SAI. Specifically, corporate investors
should consult the SAI for further information regarding the extent to which the
distributions from the Portfolio may be eligible for the corporate dividends
received reduction.

Whether paid in cash or additional shares and regardless of the length of
time the Portfolio's shares have been owned by shareholders who are subject to
U.S. federal income taxes, distributions from long-term capital gains are
taxable as such. Dividends from net investment income or net short-term capital
gains will be taxable as ordinary income, whether received in cash or in
additional shares. A portion of the income dividends paid by the Portfolio may
be qualified dividends eligible for taxation by individual shareholders at
long-term capital gains rates provided certain holding period requirements are
satisfied. For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital gain
distribution, a portion of the investment will be returned as a taxable
distribution. Shareholders are notified annually by the Fund as to the U.S.
federal tax status of dividends and distributions paid by the Portfolio.

The Portfolio may be subject to foreign withholding taxes on income from
foreign securities. If more than 50% in value of the total assets of the
Portfolio is invested in securities of foreign corporations, the Portfolio may
elect to pass through to its shareholders their pro rata share of foreign income
taxes paid by the Portfolio. If this election is made, shareholders will be
required to include in their gross income their pro rata share of these foreign
taxes paid by the Portfolio, and will be entitled to deduct (as an itemized
deduction in the case of individuals) their share of such foreign taxes in
computing their taxable income or to claim a credit for such taxes against their
U.S. federal income tax, subject to certain limitations under the Code.

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 gains or
loss may be realized from an ordinary redemption of shares or an exchange of
shares between two Portfolios. Any loss incurred on sale or exchange of the
Portfolio's shares, held for six months or less, will be treated as a long-term
capital loss to the extent of capital gain dividends received with respect to
such shares.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions from the Portfolio and on gains on redemptions or
exchanges of the Portfolio's shares. Distributions of interest income and
capital gains realized from certain types of U.S. government securities may be
exempt form state personal income taxes.

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

For non-U.S. investors, ordinary dividends designated as short-term capital
gain dividends and interest-related dividends designated as a payment out of
qualified interest income generally will not be subject to U.S. withholding tax,
provided the shareholder certifies that the shareholder is a non-U.S. investor.

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

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

PURCHASE OF SHARES

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 Funds, and
friends and family members of such persons. All investments are subject to
approval of the Advisor, and all investors must complete and submit the
necessary account registration forms in good order. The Fund reserves the right
to reject any initial or additional investment and to suspend the offering of
shares of 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) 396-8005 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. (Emerging Markets Social Core 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., 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 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 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 who desire to purchase shares of the Portfolio with local currencies
should first contact the Advisor for wire instructions.

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
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 (ii) use of fair
value pricing.

The Fund, Dimensional and their agents monitor selected trades and flows of
money in and out of the Portfolio in an effort to detect excessive short-term
trading activities, and for consistent enforcement of the Trading Policy. As a
result of this monitoring, Dimensional may ask a shareholder to stop such
activities or refuse to process purchase orders or exchange orders in the
shareholder's account.

The Fund reserves the right to take the actions necessary to stop excessive
or disruptive trading activities, including refusing or canceling purchase
orders for any reason, without prior notice, particularly purchase orders that
the Fund believes are made on behalf of market timers. The Fund, Dimensional and
their agents reserve the right to reject any purchase request made by an
investor indefinitely if the Fund or Dimensional believe 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 best 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, these 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.

The ability to monitor trades that are through omnibus accounts maintained
by financial intermediaries, such as 401(k) plan administrators and certain
fee-based financial advisors ("Intermediaries"), is severely limited. Omnibus
accounts aggregate the transactions of underlying shareholders, thus making it
difficult to identify individual underlying account holder activity. In
addition, some Intermediaries may be unable, or unwilling, to abide by any
Fund-imposed trading or exchange restrictions. For these reasons, the procedures
cannot eliminate completely the possibility of excessive short-term trading. The
Fund seeks compliance by Intermediaries with the policies by requesting that the
Intermediaries, from time to time, identify to the Fund those investors known to
the Intermediaries to have investment horizons inconsistent with those 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.

Certain Intermediaries may apply frequent trading policies and procedures
that are different from the policies and procedures described above. Investors
that invest in the Portfolio through an Intermediary should contact the
Intermediary for information concerning the Intermediary's policies and
procedures.

VALUATION OF SHARES

Net Asset Value

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 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 of
Directors, and generally, as described below.

Securities held by the Portfolio (including over-the-counter securities)
are valued at the last quoted sale 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 Directors 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 to 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 Approved Markets may
be subject to tax, investment, and currency repatriation regulations of the
Approved Markets 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.

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
mailing it to: DFA Investment Dimensions Group Inc. as follows:

Attn: Client Operations
1299 Ocean Avenue
Santa Monica, CA 90401

The minimum amount for an exchange is $100,000. Contact the Advisor for
information regarding the portfolios available for 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 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 a copy 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. The Portfolio will redeem shares at the net asset
value of such shares next determined, either: (1) where stock certificates have
not been issued, 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), or (2) if stock certificates have been issued, after receipt of the
stock certificates in good order at the office of the transfer agent. "Good
order" means that the request to redeem shares must include all necessary
documentation, to be received in writing by the Advisor no later than the close
of regular trading on the NYSE (normally 1:00 p.m. PT), including but not
limited to: the stock certificate(s), if issued; a letter of instruction or a
stock assignment specifying the number of shares or dollar amount to be
redeemed, signed by all registered owners (or authorized representatives
thereof) of the shares; and if a Fund does not have on file the authorized
signatures for the account, proof of authority and a guarantee of the signature
of each registered owner by an eligible guarantor institution; and any other
required supporting legal documents. A signature guarantee may be obtained from
a domestic bank or trust company, broker, dealer, clearing agency or savings
association who are participants in a medallion program recognized by the
Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion (STAMP), Stock Exchanges Medallion Program
(SEMP), and New York Stock Exchange, Inc. Medallion Signature Program (MSP).
Signature guarantees that are not a part of these programs will not be accepted.

Shareholders redeeming shares for which certificates have not been issued,
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 their 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 fifteen days or
more. Investors may avoid this delay by submitting a certified check along with
the purchase order.

Redemption of Small Accounts

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

stockholder for shares redeemed by the Fund under this right will be the
aggregate net asset value of the shares in the account at the close of business
on the redemption date.

In-Kind Redemptions

When in the best interests of a 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.dfaus.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.

SERVICE PROVIDERS
--------------------------------------------------------------------------------

Investment Advisor

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue
Santa Monica, CA 90401
Tel. No. (310) 395-8005

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

Accounting Services, Dividend Disbursing,
and Transfer Agent
Sub-Advisors
PFPC INC.
DIMENSIONAL FUND ADVISORS LTD. 400 Bellevue Parkway
Wilmington, DE 19809
7 Down Street
London W1J7AJ
United Kingdom Legal Counsel
Tel. No. (20) 7016-4500
STRADLEY, RONON, STEVENS & YOUNG, LLP
DFA AUSTRALIA LIMITED 2600 One Commerce Square
Philadelphia, PA 19103-7098
Level 29 Gateway
1 MacQuarie Place
Sydney, New South Wales 2000 Independent Registered Public
Australia Accounting Firm
Tel. No. (612) 8 336-7100
PRICEWATERHOUSECOOPERS LLP
Two Commerce Square
Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042

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

Custodian Social Screen Vendor

CITIBANK, N.A. KLD RESEARCH & ANALYTICS, INC.
111 Wall Street 260 Summer Street, 4th Floor
New York, NY 10005 Boston, MA 02210

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

Other Available Information

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

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

Annual and Semi-Annual Reports to Shareholders. These reports focus on Portfolio
holdings and performance. The Annual Report also discusses the market conditions
and investment strategies that significantly affected the Portfolio in its last
fiscal year. The Portfolio is new so these reports are not yet available for the
Portfolio.

How to get these and other materials:

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

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

EMERGING MARKETS SOCIAL CORE PORTFOLIO

DFA Investment Dimensions Group Inc.

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

STATEMENT OF ADDITIONAL INFORMATION

August 7, 2006

This statement of additional information ("SAI") relates to the shares of
Emerging Markets Social Core Portfolio (the "Portfolio") of DFA Investment
Dimensions Group Inc. (the "Fund").

This SAI is not a prospectus but should be read in conjunction with the
Prospectus of the Portfolio, dated August 7, 2006, as amended, from time to
time. As of August 7, 2006, the Portfolio had not yet commenced operations, so
no financial information is shown for it in the Fund's annual report for the
fiscal year ended November 30, 2005. The Prospectus and annual report can be
obtained by writing to the Fund at the above address or by calling the above
telephone number.

TABLE OF CONTENTS

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

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

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

FUTURES CONTRACTS.............................................................3

CASH MANAGEMENT PRACTICES.....................................................4

EXCHANGE-TRADED FUNDS.........................................................4

CONVERTIBLE DEBENTURES........................................................4

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

SERVICES TO THE PORTFOLIO....................................................12

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

PORTFOLIO MANAGER............................................................13

GENERAL INFORMATION..........................................................15

CODES OF ETHICS..............................................................15

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

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

PURCHASE OF SHARES...........................................................16

REDEMPTION AND TRANSFER OF SHARES............................................16

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

PROXY VOTING POLICIES........................................................21

DISCLOSURE OF PORTFOLIO HOLDINGS.............................................22

FINANCIAL STATEMENTS.........................................................24

PERFORMANCE DATA.............................................................24

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.

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

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

BROKERAGE TRANSACTIONS

Portfolio transactions of the Portfolio will be placed with a view to
receiving the best price and execution. In addition, the Advisor will seek to
acquire and dispose of securities in a manner that 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 to determine the effect that
their trading has on the market prices of the securities in which the Portfolio
invests. The Advisor also checks the rate of commission being paid by the
Portfolio to its brokers to ascertain that the rates are competitive with those
charged by other brokers for similar services.

Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries,
and general economic and financial trends, and other research services. The
Investment Advisory Agreement of the Portfolio permits 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.

Transactions, from time to time, may be placed with brokers that have
assisted in the sale of 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 the Portfolio's portfolio
securities transactions based (in whole or in part) on a broker's or dealer's
promotion or sale of shares issued by the Portfolio or any other registered
investment companies.

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

The Advisor places buy and sell orders on ECNs when the Advisor determines
that the securities may not be available from other sources at a more favorable
price. ECNs, such as Instinet, are electronic information and communication
networks whose subscribers include most market makers as well as many
institutions. Such ECNs charge a commission for each trade executed on their
systems. For example, on any given trade, the Portfolio, 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 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 with
respect to the Portfolio 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 (to be affected by
the proposed change) present at a meeting, if the holders of more than 50% of
the outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
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).

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.

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.

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 Approved 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.

FUTURES CONTRACTS

The Portfolio may use futures contracts and options of futures contracts
for non-hedging purposes as a substitute for direct investment or to allow the
Portfolio to remain fully invested while maintaining the liquidity required 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 that are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. The Portfolio 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 that 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 account of the Portfolio. Variation margin payments may
be made to and from the futures broker for as long as the contract remains open.
The Portfolio expects to earn income on its margin deposits. The Portfolio
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 the Portfolio's
portfolio, after taking into account unrealized profits and unrealized losses on
any such contracts the Portfolio has entered into (provided that, in the case of
an option that is in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating such 5% limitation), or (ii) the aggregate net
"notional value" (i.e., the size of a commodity futures or commodity option
contract in contract units (taking into account any multiplier specified in the
contract), multiplied by the current market price (for a futures contract) or
strike price (for an option contract) of each such unit) of all non-hedge
commodity futures and commodity option contracts that the Portfolio has entered
into (determined at the time the most recent position was established) does not
exceed the liquidation value of the Portfolio's portfolio, after taking into
account unrealized profits and unrealized losses on any such contracts that the
Portfolio has entered into.

Positions in futures contracts may be closed out only on an exchange that
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 Portfolio would continue to be
required to make variation margin deposits. In such circumstances, if the
Portfolio 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 that 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 (the "SEC") and interpretations of the staff of the SEC, the
Portfolio (or its custodian) is 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 regulations, enter into
offsetting positions) in connection with its futures contract transactions in
order to cover its obligations with respect to such contracts. These
requirements are designed to limit the amount of leverage that the Portfolio may
use by entering into future transactions.

CASH MANAGEMENT PRACTICES

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

The Portfolio may invest cash in short-term repurchase agreements. In
addition, the Portfolio 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 money
market mutual funds, index futures contracts, and options thereon. 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 does
not expect to exceed this guideline under normal circumstances.

EXCHANGE-TRADED FUNDS

The Portfolio may also invest in exchange-traded funds ("ETFs") and
similarly structured pooled investments that provide exposure to Approved
Markets or other equity markets, including the United States, 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. Similarly, risks and costs are similar
to that of 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 invests in an ETF, shareholders of
the Portfolio bear their proportionate share of the underlying ETF's fees and
expenses.

CONVERTIBLE DEBENTURES

The Portfolio may invest up to 5% of its assets in convertible debentures
issued by non-U.S. companies located in the Approved Markets. 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
nonconvertible 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 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 upon
conversion of a convertible debenture will generally be held for as long as the
Advisor anticipates such stock will provide the Portfolio with opportunities
that are consistent with the Portfolio's investment objective and policies.

DIRECTORS AND OFFICERS

Directors

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

The Board of Directors has two standing committees, the Audit Committee and
the Portfolio Performance and Service Review Committee (the "Performance
Committee"). The Audit Committee is comprised of George M. Constantinides, Roger
G. Ibbotson, and Abbie J. Smith. Each member of the Audit Committee is a
disinterested Director. The Audit Committee for the Board oversees the Fund's
accounting and financial reporting policies and practices, the Fund's internal
controls, the Fund's financial statements and the independent audits thereof,
and performs other oversight functions as requested by the Board. The Audit
Committee for the Board recommends the appointment of the Fund's independent
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
five Audit Committee meetings for the Fund held during the fiscal year ended
November 30, 2005.

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 four Performance Committee meetings
held during the fiscal year ended November 30, 2005.

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 Portfolios
Office(1) within the DFA
Name, Address and Length Principal Occupation During Fund Complex(2) Other Directorships of
and Age Position of Service Past 5 Years Overseen Public Companies Held
-------------------- --------- ------------ -------------------------------- ---------------- ------------------------
John P. Gould Director Since 1986 Steven G. Rothmeier 80 portfolios Trustee, Harbor Fund
Graduate School of Distinguished Service in 4 (registered investment
Business, Professor of Economics, investment company) (14
University of Graduate School of Business, companies Portfolios).
Chicago University of Chicago. Member
5807 S. Woodlawn of the Boards of Milwaukee
Avenue Mutual Insurance Company and
Chicago, IL 60637 UNext Inc. Formerly, Senior
Age: 67 Vice President, Lexecon Inc.
(economics, law, strategy, and
finance consulting). Formerly,
President, Cardean University
(division of UNext). Formerly,
Trustee, First Prairie Funds
(registered investment
company).

-------------------- --------- ------------ -------------------------------- ---------------- ------------------------
Roger G. Ibbotson Director Since 1981 Professor in Practice of 80 portfolios
Yale School of Finance, Yale School of in 4
Management Management. Director, BIRR investment
P.O. Box 208200 Portfolio Analysis, Inc. companies
New Haven, CT (software products). Partner,
06520-8200 Zebra Capital Management, LLC
Age: 64 (hedge fund manager).
Formerly, Director, Hospital
Fund, Inc. (investment
management services).

-------------------- --------- ------------ -------------------------------- ---------------- ------------------------
Robert C. Merton Director Since 2003 John and Natty McArthur 80 portfolios Director, Vical
Harvard Business University Professor, Graduate in 4 Incorporated
School School of Business investment (biopharmaceutical
353 Baker Library Administration, Harvard companies product development).
Soldiers Field University (since 1998).
Boston, MA 02163 George Fisher Baker Professor
Age: 63 of Business Administration,
Graduate School of Business
Administration, Harvard
University (1988-1998).
Co-founder, Chief Science
Officer and Director,
Integrated Finance Limited
(since 2002). Director, MF
Risk, Inc. (risk management
software) (since 2001).
Director, Peninsula Banking
Group (bank) (since 2003).
Director, Community First
Financial Group (bank holding
company) (since 2003).
Formerly, Co-Founder and
Principal, Long-Term Capital
Management.

-------------------- --------- ------------ -------------------------------- ---------------- ------------------------
Myron S. Scholes Director Since 1981 Frank E. Buck Professor 80 portfolios Director, American
Oak Hill Platinum Emeritus of Finance, Stanford in 4 Century Fund Complex
Partners University. Managing Partner, investment (registered investment
Reckson Executive Oak Hill Capital Management companies companies) (37
Park (private equity firm). Portfolios); and
1100 King Street Chairman, Oak Hill Platinum Director, Chicago
Bldg. 4 Partners (hedge fund). Mercantile Exchange
Rye Brook, NY 10573 Director, Chicago Mercantile Holdings Inc.
Age: 66 Exchange. Consultant, Arbor
Investors. Formerly, Director,
Smith Breeden Family of Funds.

-------------------- --------- ------------ -------------------------------- ---------------- ------------------------
Abbie J. Smith Director Since 2000 Boris and Irene Stern 80 portfolios Director, HNI
Graduate School of Professor of Accounting, in 4 Corporation (formerly
Business, Graduate School of Business, investment known as HON
University of University of Chicago. companies Industries Inc.)
Chicago Formerly, Marvin Bower Fellow, (office furniture) and
5807 S. Woodlawn Harvard Business School (9/01 Director, Ryder System
Avenue to 8/02). Inc. (transportation).
Chicago, IL 60637
Age: 53
-------------------- --------- ------------ -------------------------------- ---------------- ------------------------

Interested Directors

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

----------------- -------------- ------------ ------------------------------ -------------- ----------------------
Term of Portfolios
Office(1) within the DFA
Name, Address and Length Principal Occupation During Fund Complex(2) Other Directorships of
and Age Position of Service Past 5 Years Overseen Public Companies Held
----------------- -------------- ------------ ------------------------------ -------------- ----------------------
David G. Booth Chairman, Since 1981 Chairman, Director/Trustee, 80
1299 Ocean Director, President, Chief Executive portfolios
Avenue President, Officer, and Chief in 4
Santa Monica, Chief Investment Officer investment
CA 90401 Executive (beginning in 2003) of the companies
Age: 59 Officer, and following companies:
Chief Dimensional Fund Advisors
Investment Inc., DFA Securities Inc.,
Officer Dimensional Fund Advisors
Canada Inc., Dimensional
Emerging Markets Value Fund
Inc., DFAIDG, DIG, and The
DFA Investment Trust
Company. 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. Director,
University of Chicago
Business School. Formerly,
Director, SA Funds
(registered investment
company). Formerly, Director
of Assante Corporation
(investment management).

----------------- -------------- ------------ ------------------------------ -------------- ----------------------
Rex A. Director Since 1981 Director/Trustee (and prior 80
Sinquefield to 2006, Chairman, and prior portfolios
The Show Me to 2003, Chief Investment in 4
Institute Officer) of the following investment
7777 Bonhomme companies: Dimensional Fund companies
Ave., Ste. 2150 Advisors Inc., Dimensional
St. Louis, MO Emerging Markets Value Fund
63105 Inc., DFAIDG, DIG, and The
Age: 61 DFA Investment Trust
Company. 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, St. Louis
University. Life Trustee and
Member of Investment
Committee, DePaul
University. Director, The
German St. Vincent Orphan
Home. Member of Investment
Committee, Archdiocese of
St. Louis. Director, St.
Louis Art Institute.
President and Director, The
Show Me Institute.
----------------- -------------- ------------ ------------------------------ -------------- ----------------------

(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.

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, 2005 is set
forth in the chart below.

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

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

Set forth below is a table listing, for each Director entitled to receive
compensation, the compensation received from the Dimensional Funds during the
fiscal year ended November 30, 2005 and the total compensation received from all
four registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year. The table also provides the compensation
paid by each Dimensional Fund to the Funds' Chief Compliance Officer for the
fiscal year ended November 30, 2005.

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

George M. Constantinides...... $56,820 N/A N/A $117,500
Director
John P. Gould................. $56,820 N/A N/A $117,500
Director
Roger G. Ibbotson............. $59,238 N/A N/A $122,500
Director
Robert C. Merton.............. $56,820 N/A N/A $117,500
Director
Myron S. Scholes.............. $56,820 N/A N/A $117,500
Director
Abbie J. Smith................ $56,820 N/A N/A $117,500
Director
Christopher S. Crossan........ $107,000 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, 2005 is as follows: $117,500 (Mr. Gould), $122,500 (Mr.
Ibbotson); $117,500 (Mr. Merton); and $117,500 (Ms. Smith). A disinterested
Director's deferred compensation will be distributed at the earlier of: (a)
January in the year after the disinterested Director's resignation from the
Boards of Directors/Trustees of the DFA Funds, or death or disability, or
(b) five years following the first deferral, in such amounts as the
disinterested Director has specified. The obligations of the DFA Funds to
make payments under the Plan will be unsecured general obligations of the
DFA Funds, payable out of the general assets and property of the DFA Funds.

Officers

Below is the name, age, information regarding positions with the Fund and
the principal occupation for each officer of the Fund. The address of each
officer is 1299 Ocean Avenue, Santa Monica, CA 90401. Each of the officers
listed below holds the same office (except as otherwise noted) in the following
entities: Dimensional Fund Advisors Inc., DFA Securities Inc., 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 Principal Occupation During Past
Name and Age Position of Service 5 Years
------------------------ ----------------- ------------- ----------------------------------
M. Akbar Ali Vice President Since 2005 Vice President of all the DFA
Age: 34 Entities. Portfolio Manager of
Dimensional Fund Advisors Inc.
(since August 2002). Formerly,
Graduate Student at the
University of California, Los
Angeles (August 2000 to June
2002); Senior Technology Office
at JPMorgan Chase & Co.
(February 1997 to June 2000).

------------------------ ----------------- ------------- ----------------------------------
Darryl Avery Vice President Since 2005 Vice President of all the DFA
Age: 39 Entities. From June 2002 to
January 2005, institutional
client service representative of
Dimensional Fund Advisors Inc.
Formerly, institutional client
service and marketing
representative for Metropolitan
West Asset Management (February
2001 to February 2002);
institutional client service and
marketing representative for
Payden & Rygel (June 1990 to
January 2001).

------------------------ ----------------- ------------- ----------------------------------
Arthur H. Barlow Vice President Since 1993 Vice President of all the DFA
Age: 50 Entities. Formerly, Vice
President of DFA Australia
Limited and Dimensional Fund
Advisors Ltd.

------------------------ ----------------- ------------- ----------------------------------
Valerie A. Brown Vice President Since 2001 Vice President and Assistant
Age: 39 and Assistant Secretary of all the DFA
Secretary Entities, DFA Australia Limited,
Dimensional Fund Advisors Ltd.,
and Dimensional Fund Advisors
Canada Inc. Legal counsel for
Dimensional Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Stephen A. Clark Vice President Since 2004 Vice President of all the DFA
Age: 33 Entities. April 2001 to April
2004, Portfolio Manager of
Dimensional Fund Advisors Inc.
Formerly, Graduate Student at
the University of Chicago
(September 1998 to March 2001).

------------------------ ----------------- ------------- ----------------------------------
Truman A. Clark Vice President Since 1996 Vice President of all the DFA
Age: 65 Entities. Formerly, Vice
President of DFA Australia
Limited and Dimensional Fund
Advisors Ltd.

------------------------ ----------------- ------------- ----------------------------------
Christopher S. Crossan Vice President Since 2004 Vice President of all the DFA
Age: 40 and Chief Entities. Formerly, Senior
Compliance Compliance Officer, INVESCO
Officer Institutional, Inc. and its
affiliates (August 2000 to
January 2004).

------------------------ ----------------- ------------- ----------------------------------
James L. Davis Vice President Since 1999 Vice President of all the DFA
Age: 49 Entities. 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
Age: 48 Entities and DFA Australia
Limited.

------------------------ ----------------- ------------- ----------------------------------
Robert W. Dintzner Vice President Since 2001 Vice President of all the DFA
Age: 36 Entities. Prior to April 2001,
marketing supervisor and
marketing coordinator for
Dimensional Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Richard A. Eustice Vice President Since 1998 Vice President and Assistant
Age: 41 and Assistant Secretary of all the DFA
Secretary 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
Age: 45 Entities. 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
Age: 35 Entities. Prior to April 2004,
institutional client service
representative of Dimensional
Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Glenn S. Freed Vice President Since 2001 Vice President of all the DFA
Age: 44 Entities. Formerly, Professor
and Associate Dean of the
Leventhal School of Accounting
(September 1998 to August 2001)
and Academic Director Master of
Business Taxation Program (June
1996 to August 2001) at the
University of Southern
California Marshall School of
Business.

------------------------ ----------------- ------------- ----------------------------------
Henry F. Gray Vice President Since 2000 Vice President of all the DFA
Age: 38 Entities. Prior to July 2000,
Portfolio Manager of Dimensional
Fund Advisors Inc. Formerly,
Vice President of DFA Australia
Limited.

------------------------ ----------------- ------------- ----------------------------------
Julie C. Henderson Vice President Since 2005 Vice President of all the DFA
Age: 32 and Fund Entities. Formerly, Senior
Controller Manager at
PricewaterhouseCoopers LLP (July
1996 to April 2005).

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

------------------------ ----------------- ------------- ----------------------------------
Term of
Office(1)
and Length Principal Occupation During Past
Name and Age Position of Service 5 Years
------------------------ ----------------- ------------- ----------------------------------
Kevin B. Hight Vice President Since 2005 Vice President of all the DFA
Age: 38 Entities. Formerly, Regional
Director of Dimensional Fund
Advisors Inc. (since March 2003
to March 2005). Formerly, Vice
President and Portfolio Manager
for Payden & Rygel (July 1999 to
February 2003).

------------------------ ----------------- ------------- ----------------------------------
Christine W. Ho Vice President Since 2004 Vice President of all the DFA
Age: 38 Entities. Prior to April 2004,
Assistant Controller of
Dimensional Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Jeff J. Jeon Vice President Since 2004 Vice President of all the DFA
Age: 32 Entities. Prior to April 2004,
counsel of Dimensional Fund
Advisors Inc. Formerly, an
Associate at Gibson, Dunn &
Crutcher LLP (September 1997 to
August 2001).

------------------------ ----------------- ------------- ----------------------------------
Patrick M. Keating Vice President Since 2003 Vice President of all the DFA
Age: 51 Entities and Chief Operating
Officer, Dimensional Fund
Advisors Inc. Director and Vice
President, Dimensional Fund
Advisors Canada Inc. Formerly,
Director, President and Chief
Executive Officer, Assante Asset
Management Inc. (October 2000 to
December 2002); Director,
Assante Capital Management
(October 2000 to December 2002);
President and Chief Executive
Officer, Assante Capital
Management (October 2000 to
April 2001); Executive Vice
President, Assante Corporation
(May 2001 to December 2002);
Director, Assante Asset
Management Ltd. (September 1997
to December 2002); President and
Chief Executive Officer, Assante
Asset Management Ltd. (September
1998 to May 2001).

------------------------ ----------------- ------------- ----------------------------------
Joseph F. Kolerich Vice President Since 2004 Vice President of all the DFA
Age: 34 Entities. From April 2001 to
April 2004, Portfolio Manager
for Dimensional Fund Advisors
Inc. Formerly, a trader at
Lincoln Capital Fixed Income
Management (formerly Lincoln
Capital Management Company).

------------------------ ----------------- ------------- ----------------------------------
Michael F. Lane Vice President Since 2004 Vice President of all the DFA
Age: 39 Entities. Formerly, Vice
President of Advisor Services at
TIAA-CREF (July 2001 to
September 2004); AEGON,
President, Advisor Resources
(September 1994 to June 2001).

------------------------ ----------------- ------------- ----------------------------------
Juliet H. Lee Vice President Since 2005 Vice President of all the DFA
Age: 35 Entities. Human Resources
Manager of Dimensional Fund
Advisors Inc. (since January
2004). Formerly, Assistant Vice
President for Metropolitan West
Asset Management LLC (February
2001 to December 2003) and
Director of Human Resources for
Icebox, LLC (March 2000 to
February 2001).

------------------------ ----------------- ------------- ----------------------------------
Natalie Maniaci Vice President Since 2005 Vice President of all the DFA
Age: 36 Entities. Counsel of Dimensional
Fund Advisors Inc. (since July
2003). Formerly, Associate at
Gibson Dunn & Crutcher LLP
(October 1999 to July 2003).

------------------------ ----------------- ------------- ----------------------------------
Heather E. Mathews Vice President Since 2004 Vice President of all the DFA
Age: 36 Entities and Dimensional Fund
Advisors Ltd. Prior to April
2004, Portfolio Manager for
Dimensional Fund Advisors Inc.
Formerly, Graduate Student at
Harvard University (August 1998
to June 2000).

------------------------ ----------------- ------------- ----------------------------------
David M. New Vice President Since 2003 Vice President of all the DFA
Age: 46 Entities. Formerly, Client
Service Manager of Dimensional
Fund Advisors Inc. Formerly,
Director of Research, Wurts and
Associates (investment
consulting firm) (December 2000
to June 2002).

------------------------ ----------------- ------------- ----------------------------------
Catherine L. Newell Vice President Vice Vice President and Secretary of
Age: 42 and Secretary President all the DFA Entities. Vice
since 1997 President and Assistant
and Secretary of DFA Australia
Secretary Limited. Director, Vice
since 2000 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. Formerly, Assistant
Secretary of all DFA Entities
and Dimensional Fund Advisors
Ltd.

------------------------ ----------------- ------------- ----------------------------------
Sonya K. Park Vice President Since 2005 Vice President of all the DFA
Age: 33 Entities. From February 2002 to
January 2005, institutional
client service representative of
Dimensional Fund Advisors Inc.
Formerly, Associate Director at
Watson Pharmaceuticals Inc.
(January 2001 to February 2002);
Graduate student at New York
University (February 2000 to
December 2000).

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

------------------------ ----------------- ------------- ----------------------------------
Eduardo A. Repetto Vice President Since 2002 Vice President of all the DFA
Age: 39 Entities. Research Associate for
Dimensional Fund Advisors Inc.
(June 2000 to April 2002).
Research scientist (August 1998
to June 2000), California
Institute of Technology.

------------------------ ----------------- ------------- ----------------------------------
L. Jacobo Rodriguez Vice President Since 2005 Vice President of all the DFA
Age: 34 Entities. From August 2004 to
July 2005, institutional client
service representative of
Dimensional Fund Advisors Inc.
Formerly, Financial Services
Analyst, Cato Institute
(September 2001 to June 2004);
Book Review Editor, Cato
Journal, Cato Institute (May
1996 to June 2004); and
Assistant Director, Project on
Global Economic Liberty, Cato
Institute (January 1996 to
August 2001).

------------------------ ----------------- ------------- ----------------------------------
Michael T. Scardina Vice President, Since 1993 Vice President, Chief Financial
Age: 50 Chief Financial Officer, and Treasurer of all
Officer, and the DFA Entities, DFA Australia
Treasurer Limited, Dimensional Fund
Advisors Ltd., and Dimensional
Fund Advisors Canada Inc.
Director of Dimensional Fund
Advisors Ltd. (since February
2002) and Dimensional Funds PLC
(since January 2002).

------------------------ ----------------- ------------- ----------------------------------
David E. Schneider Vice President Since 2001 Vice President of all the DFA
Age: 60 Entities. Currently, Director of
Institutional Services. Prior to
2001, Regional Director of
Dimensional Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Grady M. Smith Vice President Since 2004 Vice President of all the DFA
Age: 51 Entities. From August 2001 to
April 2004, Portfolio Manager of
Dimensional Fund Advisors Inc.
Formerly, Principal of William
M. Mercer, Incorporated (July
1995 to June 2001).

------------------------ ----------------- ------------- ----------------------------------
Carl G. Snyder Vice President Since 2000 Vice President of all the DFA
Age: 43 Entities. Prior to July 2000,
Portfolio Manager of Dimensional
Fund Advisors Inc. Formerly,
Vice President of DFA Australia
Limited.

------------------------ ----------------- ------------- ----------------------------------
Lawrence R. Spieth Vice President Since 2004 Vice President of all the DFA
Age: 58 Entities. Prior to April 2004,
Regional Director of Dimensional
Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Bradley G. Steiman Vice President Since 2004 Vice President of all the DFA
Age: 33 Entities and Director and Vice
President of Dimensional Fund
Advisors Canada Inc. Prior to
April 2002, Regional Director of
Dimensional Fund Advisors Inc.
Formerly, Vice President and
General Manager of Assante
Global Advisors (July 2000 to
April 2002); Vice President of
Assante Asset Management Inc.
(March 2000 to July 2000); and
Private Client Manager at Loring
Ward Investment Counsel Ltd.
(June 1997 to February 2002).

------------------------ ----------------- ------------- ----------------------------------
Karen E. Umland Vice President Since 1997 Vice President of all the DFA
Age: 40 Entities, DFA 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
Age: 47 Entities. Prior to April 2004,
Regional Director of Dimensional
Fund Advisors Inc.

------------------------ ----------------- ------------- ----------------------------------
Weston J. Wellington Since 1997 Vice President of all the DFA
Age: 55 Entities. Formerly, Vice
President of DFA Australia
Limited.

------------------------ ----------------- ------------- ----------------------------------
Daniel M. Wheeler Since 2001 Vice President of all the DFA
Age: 61 Entities. Prior to 2001 and
currently, Director of Global
Financial Advisor Services of
Dimensional Fund Advisors Inc.
Director of Dimensional Fund
Advisors Ltd. (since October
2003) and President of
Dimensional Fund Advisors Canada
Inc. (since June 2003).

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

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

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 Portfolio's
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. 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, the Portfolio pays PFPC annual fees that are
calculated daily and paid monthly according to a fee schedule based on the
aggregate assets in 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 the Portfolio under the fee schedule are allocated to the
Portfolio based on the Portfolio's pro rata portion of the aggregate net assets
of the Fund Complex.

The Portfolio is subject to a monthly base fee of $2,083.

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

Custodian

Citibank, N.A., 111 Wall Street, New York, New York, 10005, serves as
global 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
National Association of Securities Dealers, Inc. 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 is the independent registered public accounting
firm to the Fund and audits the annual financial statements of the Fund. Their
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 Advisor's outstanding stock, 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.

PORTFOLIO MANAGER

In accordance with the team approach used to manage the Portfolio, the
portfolio manager and portfolio traders implement the policies and procedures
established by the Investment Committee. The portfolio manager and portfolio
traders also make daily decisions regarding the Portfolio, including running buy
and sell programs based on the parameters established by the Investment
Committee. Karen E. Umland, the portfolio manager for the international equity
portfolios, including the Portfolio, coordinates the efforts of all other
portfolio managers with respect to the international equity portfolios. For this
reason, the Advisor has identified Ms. Umland as the individual responsible for
the day-to-day management of the Portfolio. Because the Portfolio had not
commenced operations prior to the date of this SAI, Ms. Umland does not own any
shares of the Portfolio.

Description of Compensation Structure

Portfolio managers receive a base salary and incentive bonus, and may
receive a commission based on services provided to certain clients of the
Advisor. Compensation of a portfolio manager is determined at the discretion of
the Compensation Committee 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 Compensation Committee of the Advisor reviews
the compensation of each portfolio manager annually and may make modifications
in compensation as the 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.

o Commissions for Client Services. Certain portfolio managers may
receive a commission based on services the portfolio manager provides
to certain clients of the Advisor.

Portfolio managers may be awarded the right to purchase restricted shares
of the Advisor's stock 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, the 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 the
portfolio manager has the primary responsibility for coordinating the day-to-day
management responsibilities:

Number of Accounts Managed and Total Assets by Category
as of November 30, 2005

o 21 U.S. registered mutual funds, with $20,566 million in total assets
under management.
o 4 unregistered pooled investment vehicles, with $282 million in total
assets under management.
o 7 other accounts, with $2,532 million in total assets under
management.

None of the U.S. registered mutual funds, unregistered pooled investment
vehicles, and other accounts managed by the portfolio manager are subject to an
advisory fee that is based on the performance of the respective funds,
investment vehicles, or accounts.

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 portfolios.

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, a 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
portfolios 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 a
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 Client Service Responsibilities. A conflict may arise where a
portfolio manager receives a commission for servicing a client in that
the portfolio manager may have an incentive to favor the Account of
that client over other portfolios or Accounts that the portfolio
manager manages.

o Investment in a Portfolio. A portfolio manager or his/her relatives
may invest in a portfolio that he or she manages and a conflict may
arise where he or she may therefore have an incentive to treat

the portfolio in which the portfolio manager or his/her relatives
invest preferentially as compared to other portfolios or Accounts for
which they have 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 operations prior to the date of this SAI. The Fund
generally offers shares of the Portfolio only to institutional investors and
clients of registered investment advisers.

CODES 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
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 represents an equal proportional interest in the assets
and liabilities of the Portfolio and has identical, non-cumulative voting,
dividend, redemption liquidation, and other rights and preferences as the other
class of shares of the Portfolio.

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

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 July 31, 2006.

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

Reimbursement 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
that may affect the Portfolio. Unless your investment in the Portfolio is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser.

Distributions of Net Investment Income

The Portfolio receives or derives income generally in the form of dividends
and/or interest on its investments. This income, less expenses incurred in the
operation of the Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders. If you are a taxable investor, any
income dividends (other than qualified dividends) the Portfolio pays are taxable
to you as ordinary income. A portion of the income dividends paid to you may be
qualified dividends eligible to be taxed at reduced rates.

Qualified Dividend Income. For individual shareholders, dividends earned on
the following income sources will be subject to a maximum rate of tax of 15% for
individuals (5% for individuals in the 10% and 15% federal rate bracket):

o dividends paid by domestic corporations, and
o dividends paid by qualified foreign corporations, including:
- corporations incorporated in a possession of the U.S.,
- corporations eligible for benefits of a comprehensive income tax
treaty with the United States that the Treasury Department
determines is satisfactory (including an exchange of information
program), and
- corporations whose stock is readily tradable on an established
securities market in the United States.

For individuals in the 10% and 15% tax brackets, the rate for qualified
dividends received in calendar years 2008 through 2010 is further reduced from
5% to 0%.

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

Both the Portfolio and the investors must each separately meet certain
holding period requirements to qualify Portfolio dividends for this treatment.
Specifically, the Portfolio 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. This designation
rule may have the effect of converting small amounts of ordinary income or net
short-term capital gains, that otherwise would be taxable as ordinary income,
into qualified dividend income eligible for taxation at reduced rates.

Distributions of Capital Gain

The Portfolio may realize capital gains and losses on the sale or other
disposition of its portfolio securities. Distributions from net short-term
capital gains are taxable as ordinary income. Distributions from net long-term
capital gains are taxable as long-term capital gains, regardless of how long
shares of the Portfolio have been held.

Any net capital gains realized by the Portfolio generally are distributed
once each year, and may be distributed more frequently, if necessary, to reduce
or eliminate excise or income taxes on the Portfolio.

Capital gain dividends and any net long-term capital gains you realize from
the sale of Portfolio shares are subject to a maximum rate of tax of 15% for
individuals (5% for individuals in the 10% and 15% federal income tax brackets).
For individuals in the 10% and 15% tax brackets, the rate for net long-term
capital gains realized in calendar years 2008 through 2010 is further reduced
from 5% to 0%.

Sunsetting of Provisions

The special provisions of the 2003 Tax Act dealing with reduced rates of
taxation for qualified dividends and net long-term capital gains are scheduled
to sunset on December 31, 2009, unless extended or made permanent before that
date. Unless the lower rate(s) on (i) qualified dividend income is extended or
made permanent, the tax rate on qualified dividends after such date will revert
back to a maximum rate on ordinary income (39.6% for 2011 and later years unless
the lower rates on ordinary income enacted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 are extended or made permanent) and (ii) net
long-term capital gains are extended or made permanent, the rules on taxation of
capital gains that were in effect prior to the Jobs and Growth Tax Relief
Reconciliation Act of 2003, including a maximum rate of 20% (10% for individuals
in the 10% and 15% tax brackets) and the provisions for the taxation of
five-year gains, will again be effective for 2011 and later years.

Election to be Taxed as a Regulated Investment Company

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

Excise Tax Distribution Requirement

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

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

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

Effect of Foreign Withholding Taxes

The Portfolio 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. Foreign dividends designated by the Portfolio as dividends
from qualifying foreign corporations and subject to taxation at long-term
capital gain rates, may reduce

the otherwise available foreign tax credits on your federal income tax return.
Shareholders in these circumstances should talk with their personal tax advisers
about their foreign tax credits and the procedures that they should follow to
claim these credits on their personal income tax returns.

Effect of Foreign Investments on Distributions

Most foreign exchange gain realized on the sale of debt securities is
treated as ordinary income by the Portfolio. Similarly, foreign exchange loss
realized on the sale of debt securities by the Portfolio generally is treated as
ordinary loss. This gain when distributed will be taxable to the shareholders as
ordinary income, and any loss will reduce the Portfolio's ordinary income
otherwise available for distribution to the shareholders. This treatment could
increase or decrease the Portfolio's ordinary income distributions to
shareholders, and may cause some or all of the Portfolio's previously
distributed income to be classified as a return of capital to the shareholders.

PFIC Securities

The Portfolio 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 Portfolio intends to mark-to-market these
securities and to recognize any gains at the end of its fiscal and excise tax
years. 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 it 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 by individuals on qualified dividends when distributed to you by the
Portfolio.

Corporate Dividends-Received Deduction

For corporate shareholders, a portion of the dividends paid by the
Portfolio may qualify for the dividends-received deduction. A shareholder may be
allowed to deduct these qualified dividends, thereby reducing the tax that would
otherwise be required to be paid. The dividends-received deduction is available
only with respect to dividends designated by the Portfolio as qualifying for
this treatment. Qualifying dividends generally are limited to dividends of
domestic corporations. All dividends (including the deducted portion) are
included in a shareholder's calculation of alternative minimum taxable income.
Because the income of the Portfolio primarily is derived from investments in
foreign rather than domestic securities, generally none or only a small
percentage of its dividends will be eligible for the corporate
dividends-received deduction.

Redemption of Portfolio Shares

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

Any loss incurred on the redemption or exchange of shares held for six
months or less will be treated as a long-term capital loss to the extent of any
long-term capital gains distributed to the shareholder by the Portfolio on those
shares.

Wash Sales

All or a portion of any loss that a shareholder realizes upon the
redemption of the Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption. Any
loss disallowed under these rules will be added to the shareholder's tax basis
in the new shares purchased by the shareholder.

U.S. Government Obligations

States grant tax-free status to dividends paid to shareholders of the
Portfolio from interest earned on certain U.S. government securities, subject in
some states to minimum investment and reporting requirements that must be met by
the Portfolio. The rules on exclusion of this income are different for corporate
shareholders.

Complex Securities

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

Securities Lending

The Portfolio may enter into securities lending transactions that 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.

Non-U.S. Investors

Taxation of an investor who, as to the United States, is a nonresident
alien individual, non-U.S. trust or estate, non-U.S. corporation, or non-U.S.
partnership ("non-U.S. investor"), depends on whether the income from the
Portfolio is "effectively connected" with a U.S. trade or business carried on by
such shareholder. If the income from the Portfolio is not effectively connected
with a U.S. trade or business carried on by a non-U.S. investor, dividends paid
to such non-U.S. investor from investment company taxable income generally will
be subject to a U.S. withholding tax at the rate of 30% (or lower treaty rate)
upon the gross amount of the dividend. Such a non-U.S. investor generally would
be exempt from U.S withholding tax on gains realized on the sale or redemption
of Portfolio shares and dividends paid by the Portfolio from long-term capital
gains, unless the investor is a nonresident alien individual present in the
United States for a period or periods aggregating 183 days or more during the
taxable year. Special U.S. withholding tax rules apply to disposition of "United
States real property interests." Also, U.S withholding taxes are no longer
imposed on dividends paid by regulated investment companies to the extent the
dividends are designated as "interest-related dividends" or "short-term capital
gain dividends." Under these exemptions, interest-related dividends and
short-term capital gain dividends generally represent distributions of interest
from U.S. sources and short-term capital gains that would not have been subject
to U.S. withholding tax at the source if they had been received directly by a
foreign person, and that satisfy certain other requirements. These exemptions
apply to dividends with respect to taxable years of regulated investment
companies beginning after December 31, 2004 and before January 1, 2008. Ordinary
dividends paid by the Portfolio to non-U.S. investors on the income earned on
portfolio investments in (i) the stock of domestic and foreign corporations, and
(ii) the debt of foreign issuers continue to be subject to U.S. withholding tax.

If the income from the Portfolio is effectively connected with a U.S. trade
or business carried on by a non-U.S. investor, then the Portfolio's dividends
and distributions and any gains realized upon the sale or redemption of
Portfolio shares will be subject to the U.S. federal income tax on a net income
basis at the rates applicable to U.S. citizens or domestic corporations.

Special U.S. tax certification requirements apply to non-U.S. investors to
avoid U.S. backup withholding imposed at a rate of 28%, obtain the benefits of
any treaty between the United States and the shareholder's country of residence,
and obtain the benefits of exemption from withholding on interest-related and
short-term capital gain dividends. Non-U.S. investors should consult their tax
advisers about the applicability of U.S. tax withholding and the use of
appropriate forms to certify their status.

A partial exemption from U.S estate tax may apply to stock in the Portfolio
held by the estate of a nonresident decedent. The amount treated as exempt is
based upon the proportion of the assets held by the Portfolio

at the end of the quarter immediately preceding the decedent's death that are
debt obligations, deposits, or other property that would generally be treated as
situated outside the United States if held directly by the estate. This
provision applies to decedents dying after December 31, 2004 and before January
1, 2008.

Shareholders should consult their tax advisers about the federal, state,
local or foreign tax consequences of an investment in the Portfolio.

Information on the Tax Character of Distributions

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

PROXY VOTING POLICIES

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

The Advisor votes proxies in a manner consistent with the best interests of
the Portfolio. 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
predetermined Voting Guidelines. Since nearly all proxies are voted in
accordance with the Voting Guidelines, it normally will not be necessary for the
Advisor to make an actual determination of how to vote a particular proxy,
thereby largely eliminating conflicts of interest for the Advisor during the
proxy voting process. However, the Proxy Policies do address the procedures to
be followed if a conflict of interest arises between the interests of the
Portfolio and the interests of the Advisor or its affiliates. If an Investment
Committee member has actual knowledge of a conflict of interest and recommends a
vote contrary to the Voting Guidelines, the Advisor, prior to voting, will fully
disclose the conflict to an Independent Director of the Portfolio's Board of
Directors and vote the proxy in accordance with the direction of such
Independent Director.

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

proposals. The Voting Guidelines also provide that the Advisor will generally
consider on an individual basis such proposals as: (i) increasing authorized
common stock; (ii) establishing or increasing a stock option plan or other
employee compensation plan; (iii) approving a reorganization or merger; (iv)
approving a proposal by a dissident shareholder in a proxy battle; and (v)
issues related to independent directors.

Under certain circumstances, the Advisor may not be able to vote proxies or
the Advisor may find that the expected economic costs from voting outweigh the
benefits associated with voting. Generally, the Advisor does not vote proxies on
non-U.S. securities due to local restrictions, customs, other requirements or
restrictions, or anticipated expenses. The Advisor determines whether to vote
proxies of non-U.S. companies on a portfolio-by-portfolio basis, and to the
extent it is appropriate, the Advisor generally implements uniform voting
procedures for all proxies of 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.

Information regarding how each 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; (ii) on the Advisor's website at
http://www.dfaus.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.dfaus.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.dfaus.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
----------------------- --------------------------------- -----------------
Citibank, N.A. Fund Custodian Daily
----------------------- --------------------------------- -----------------
PFPC Inc. Fund Administrator, Accounting Daily
Agent and Transfer Agent
----------------------- --------------------------------- -----------------
Pricing Service Vendor Fair Value Information Services Daily
----------------------- --------------------------------- -----------------
KLD Research & Social Screen Provider Quarterly
Analytics
----------------------- --------------------------------- -----------------

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.dfaus.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, 2005, the annual
reports of the Fund for the fiscal year ended November 30, 2005 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.

DFA INVESTMENT DIMENSIONS GROUP INC. (82/83)

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
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
September 8, 2004 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 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.

(b) By-Laws.

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

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

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

(d) Investment Advisory Agreement.

(1) Investment Management Agreements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(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 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 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 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 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
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.d.1.t.

(u) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA Inflation-Protected Securities Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 81/82 to
Registrant's Registration Statement on
Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 28, 2006.

(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) 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) 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
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.d.2.g.

(h) Sub-Advisory Agreement between the Registrant, DFA and DFA
Australia Ltd. dated August 7, 2006 re: the:
* Emerging Markets Social Core Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.d.2.h.

(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.

(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.

(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
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.h.1.l.

(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.

(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.

(l) Form of Addendum Number Seventeen re: the addition of the:
* Emerging Markets Social Core Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.h.2.l.

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

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

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

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

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

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

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

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

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

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

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

(4) Other.

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

(b) Participation Agreement between DFA Investment Dimensions Group,
Inc., DFA, DFA Securities, Inc. and National Home Life Assurance
Company.
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.
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.h.4.d.

(i) Legal Opinion.

(1) Legal Opinion of Stradley, Ronon, Stevens & Young, LLP.
Incorporated herein by reference to:
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-99.i.1.

(j) Other Opinions.

(1) Consent of PricewaterhouseCoopers

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.

(k) Omitted Financial Statements.
Not applicable.

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

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

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

(1) Multiple Class Plan Pursuant to Rule 18f-3, adopted April 1, 2004, re:
the:
* U.S. Small Cap Value Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 71/72 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 28, 2004.

(o) Powers-of-Attorney.

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

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

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

(4) Power-of-Attorney appointing David G. Booth, Rex A. Sinquefield,
Michael T. Scardina, Catherine L. Newell and Valerie A. Brown as
attorneys-in-fact for Registrant dated October 25, 2005.
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.

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

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

None.

ITEM 25. INDEMNIFICATION.

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

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

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

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

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

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

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

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

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

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

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

ITEM 27. PRINCIPAL UNDERWRITERS.

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

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

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

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

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

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

Rex A. Sinquefield Director Director
The Show Me Institute
7777 Bonhomme Ave.,
Ste. 2150
St. Louis, MO 63105

M. Akbar Ali Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Darryl 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

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

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

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

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

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

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

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

Richard A. Eustice Vice President and Vice President and
1299 Ocean Avenue Assistant Secretary Assistant 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

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

Jennifer S. Fromm Vice President None
1299 Ocean Avenue
Santa Monica, CA 90401

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

Julie C. Henderson Vice President Vice President and
1299 Ocean Avenue 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 and Vice President
1299 Ocean Avenue Chief Operating
Santa Monica, CA 90401 Officer

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 None
1299 Ocean Avenue
Santa Monica, CA 90401

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

Natalie Maniaci Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

Heather E. Mathews Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

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

Carmen Palafox Vice President None
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

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

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

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

David E. Schneider 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

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

Name Address
DFA Investment Dimensions Group Inc. 1299 Ocean Avenue
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 effectiveness of this registration statement
under Rule 485(b) under the 1933 Act and has duly caused Post-Effective
Amendment No. 82/83 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 this 4th day of August, 2006.

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. 82/83 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, August 4, 2006
David G. Booth Chairman, Chief
Executive Officer and
Chief Investment Officer

/s/ Rex A. Sinquefield * Director August 4, 2006
Rex A. Sinquefield

/s/ Michael T. Scardina * Chief Financial August 4, 2006
Michael T. Scardina Officer, Treasurer
and Vice President

/s/ George M. Constantinides * Director August 4, 2006
George M. Constantinides

/s/ John P. Gould * Director August 4, 2006
John P. Gould

/s/ Roger G. Ibbotson * Director August 4, 2006
Roger G. Ibbotson

/s/ Robert C. Merton * Director August 4, 2006
Robert C. Merton

/s/ Myron S. Scholes * Director August 4, 2006
Myron S. Scholes

/s/ Abbie J. Smith * Director August 4, 2006
Abbie J. Smith

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

EXHIBIT INDEX

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

23(d)(1)(t) EX-99.d.1.t Investment Advisory Agreement for DFA
Emerging Markets Social Core Portfolio

23(d)(2)(g) EX-99.d.2.g Sub-Advisory Agreement between the
Registrant, DFA and Dimensional Fund
Advisors Ltd. for the DFA Emerging Markets
Social Core Portfolio

23(d)(2)(h) EX-99.d.2.h Sub-Advisory Agreement between the
Registrant, DFA and DFA Australia Ltd. for
the DFA Emerging Markets Social Core
Portfolio

23(h)(1)(l) EX-99.h.1.l Form of Addendum of Transfer Agency
Agreement for DFA Emerging Markets Social
Core Portfolio

23(h)(2)(l) EX-99.h.2.l Form of Addendum of Administration and
Accounting Services Agreement for DFA
Emerging Markets Social Core Portfolio

23(h)(4)(d) EX-99.h.4.d Fee Waiver and Expense Assumption Agreement
between the Registrant and DFA dated
August 7, 2006

23(i)(1) EX-99.i.1 Legal Opinion of Stradley, Ronon, Stevens
& Young, LLP.