485APOS 1 sai.htm

As filed with the U.S. Securities and Exchange Commission on October 9, 2008
File No. 002-73948
File No. 811-03258

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. 111 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 112

(Check appropriate box or boxes.)

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

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

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

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

Please send copies of all communications to:

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

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

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on __________ pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on [Date] pursuant to paragraph (a)(1)

[X] 75 days after filing pursuant to paragraph (a)(2)

[ ] on [Date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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

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

DFA VA Global Moderate Allocation Portfolio
-------------------------------------------------------------------------------

This Post-Effective Amendment No. 111/112 to Registration File Nos.
002-73948/811-03258 includes the following:

1. FACING PAGE

2. CONTENTS PAGE

3. PART A -- Prospectus relating to the Registrant's DFA VA Global Moderate
Allocation Portfolio series of shares

4. PART B -- Statement of Additional Information relating to the Registrant's
DFA VA Global Moderate Allocation Portfolio series of shares

5. PART C -- Other Information

6. SIGNATURES

Subject to completion, October 9, 2008

P R O S P E C T U S

Please carefully read the important information it contains before investing.

DFA INVESTMENT DIMENSIONS GROUP INC.

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

DFA Investment Dimensions Group Inc. ("Fund") is an investment company that
offers a variety of investment portfolios. The Portfolio described in this
Prospectus:
o Is exclusively available to insurance company separate accounts funding
variable life and variable annuity insurance contracts.
o Has its own investment objective and policies, and is the equivalent of a
separate mutual fund.
o Does not charge a sales commission or "load."
o Is designed for long-term investors.

DFA VA GLOBAL MODERATE ALLOCATION PORTFOLIO

The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS
RISK/RETURN SUMMARY.................................................................1
ABOUT THE DFA VA GLOBAL MODERATE ALLOCATION PORTFOLIO ("PORTFOLIO")........1
MANAGEMENT.................................................................1
INVESTMENT OBJECTIVE, STRATEGIES, AND RISKS OF THE PORTFOLIO...............1
PRINCIPAL RISKS............................................................2
OTHER INFORMATION..........................................................4
RISK AND RETURN BAR CHART AND TABLE........................................4
ANNUAL FUND OPERATING EXPENSES......................................................5
EXAMPLE.............................................................................5
HIGHLIGHTS..........................................................................6
MANAGEMENT SERVICES........................................................6
DIVIDEND POLICY............................................................6
PURCHASE, VALUATION, AND REDEMPTION OF SHARES..............................6
INVESTMENT OBJECTIVE AND POLICIES...................................................6
SECURITIES LOANS...................................................................12
MANAGEMENT OF THE PORTFOLIO........................................................13
SHAREHOLDER SERVICES......................................................14
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS, AND TAXES..................................14
PURCHASE AND REDEMPTION OF SHARES..................................................15
POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING...................................15
VALUATION OF SHARES................................................................17
NET ASSET VALUE...........................................................17
DISCLOSURE OF PORTFOLIO HOLDINGS...................................................19
SERVICE PROVIDERS..................................................................20

RISK/RETURN SUMMARY

About the DFA VA Global Moderate Allocation Portfolio ("Portfolio")

The Portfolio:

o Is exclusively available to insurance company separate accounts funding
variable life and variable annuity insurance contracts.

o Does not charge sales commissions or "loads."

o Is designed for long-term investors.

The Portfolio Has a Special Structure: The Portfolio is a "fund of funds," which
means that the Portfolio allocates its assets among other mutual funds (the
"Underlying Funds") managed by Dimensional Fund Advisors LP.

Management

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

Investment Objective, Strategies, and Risks of the Portfolio

o Investment Objective: Total return consisting of capital appreciation and
current income.

o Investment Strategy: Achieve an allocation to U.S. and international equity
and fixed income securities that provides a moderate allocation to global
equity securities by purchasing shares of the Underlying Funds. The range
of allocation of assets between equity Underlying Funds (the "Equity
Underlying Funds," consisting of the "Domestic Equity Underlying Funds" and
the "International Equity Underlying Funds"), and fixed income Underlying
Funds (the "Fixed Income Underlying Funds") for the Portfolio, under normal
circumstances, is shown in the table below:

------------------------------------ ------------------
Range
------------------------------------ ------------------
Equity Underlying Funds 50% - 70%
------------------------------------ ------------------
Fixed Income Underlying Funds 30% - 50%
------------------------------------ ------------------

As of the date of this Prospectus, the Portfolio is expected to invest mainly in
the Underlying Funds listed below. While the Portfolio currently intends to
invest in the Underlying Funds identified below, the Portfolio may add or
eliminate Underlying Funds as may be determined from time to time without notice
to investors.

Domestic Equity Underlying Funds - U.S. Core Equity 1 Portfolio, U.S. Core
Equity 2 Portfolio and DFA Real Estate Securities Portfolio.

International Equity Underlying Funds - International Core Equity Portfolio and
Emerging Markets Core Equity Portfolio.

Fixed Income Underlying Funds - VA Global Bond Portfolio, DFA Two-Year Global
Fixed Income Series and DFA Selectively Hedged Global Fixed Income Portfolio.

o Principal Risks: Fund of Funds Risk, Market Risk, Foreign Securities and
Currencies Risk, Small Company Risk, Concentrating in Real Estate Risk,
Real Estate Investment Risk, Emerging Markets Risk, Interest Rate Risk,
Credit Risk, Banking Concentration Risk and Income Risk.

Principal Risks

Fund of Funds Risk: The investment performance of the Portfolio is affected by
the investment performance of the Underlying Funds in which the Portfolio
invests. The ability of the Portfolio to achieve its investment objective
depends on the ability of the Underlying Funds to meet their investment
objectives and on the Advisor's decisions regarding the allocation of the
Portfolio's assets among the Underlying Funds. There can be no assurance that
the investment objective of the Portfolio or any Underlying Fund will be
achieved. Through its investments in the Underlying Funds, the Portfolio is
subject to the risks of the Underlying Funds' investments. The risks of the
Underlying Funds' investments are described below.

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 Underlying Funds that own them, to rise or fall. Because the
value of your investment in the Portfolio will fluctuate with the value of the
Underlying Funds, there is a risk that you will lose money.

Foreign Securities and Currencies Risk: Foreign securities prices may decline or
fluctuate because of: (a) economic or political actions of foreign governments,
(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). The DFA
Two-Year Global Fixed Income Series and VA Global Bond Portfolio hedge foreign
currency risk; the International Equity Underlying Funds do not. The DFA
Selectively Hedged Global Fixed Income Portfolio may hedge the currency exposure
of its foreign securities or leave some or all of the currency exposure
unhedged.

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.

Concentrating in Real Estate Risk: The DFA Real Estate Securities Portfolio is
concentrated in the real estate industry. The exclusive focus by the DFA Real
Estate Securities Portfolio on the real estate industry may cause the DFA Real
Estate Securities Portfolio's risk to approximate the general risks of direct
real estate ownership. The performance of DFA Real Estate Securities Portfolio
may be materially different from the broad equity market.

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

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

Interest Rate Risk: Fixed income securities are subject to interest rate risk
because the prices of fixed income securities tend to move in the opposite
direction of interest rates. When interest rates rise, fixed income security
prices fall. When interest rates fall, fixed income security prices rise. In
general, fixed income securities with longer maturities are more sensitive to
these price changes.

Credit Risk: Credit risk is the risk that the issuer of a security may be unable
to make interest payments and/or repay principal when due. A downgrade to an
issuer's credit rating or a perceived change in an issuer's financial strength
may affect a security's value, and thus, impact an Underlying Fund's
performance. Government agency obligations have different levels of credit
support and, therefore, different degrees of credit risk. Securities issued by
agencies and instrumentalities of the U.S. government that are supported by the
full faith and credit of the United States, such as the Federal Housing
Administration and Ginnie Mae, present little credit risk. Other securities
issued by agencies and instrumentalities sponsored by the U.S. government, that
are supported only by the issuer's right to borrow from the U.S. Treasury,
subject to certain limitations, and securities issued by agencies and
instrumentalities sponsored by the U.S. government that are sponsored by the
credit of the issuing agencies are subject to a greater degree of credit risk.
Freddie Mac and Fannie Mae historically were agencies sponsored by the U.S.
government that were supported only by the credit of the issuing agencies and
not backed by the full faith and credit of the United States. However, on
September 7, 2008, due to the value of Freddie Mac's and Fannie Mae's securities
falling sharply and concerns that the firms do not have sufficient capital to
offset losses resulting from the mortgage crisis, the Federal Housing Finance
Agency placed Freddie Mac and Fannie Mae into conservatorship. As a result,
Fannie Maes and Freddie Macs became guaranteed obligations of the United States.
Although the U.S. government or it agencies provide financial support to such
entities, no assurance can be given that they will always do so. The U.S.
government and its agencies and instrumentalities do not guarantee the market
value of their securities; consequently, the value of such securities will
fluctuate.

Banking Concentration Risk: Each of The DFA Two-Year Global Fixed Income Series
and the DFA Selectively Hedged Global Fixed Income Portfolio will concentrate
its assets (invest more than 25% of its total assets) in obligations of U.S.
and/or foreign banks and bank holding companies ("banking industry securities")
when the yield to maturity on eligible portfolio investments in banking industry
securities as a group generally exceeds the yield to maturity on all other
eligible portfolio investments as a group generally for a period of five
consecutive days when the New York Stock Exchange ("NYSE") is open for trading.
Focus on the banking industry would link the performance of the DFA Selectively
Hedged Global Fixed Income Portfolio and/or The DFA Two-Year Global Fixed Income
Series to changes in the performance of the banking industry generally. For
example, a change in the market's perception of the riskiness of banks compared
to non-banks would cause the Underlying Funds' values to fluctuate.

Income Risk: Income risk is the risk that falling interest rates will cause an
Underlying Fund's income to decline.

Other Information

Securities Lending: The Underlying Funds may lend their portfolio securities to
generate additional income. Securities lending involves the risk that a borrower
may fail to return the securities in a timely manner or at all. As a result, the
Underlying Funds may lose money and there may be a delay in recovering the
loaned securities. An Underlying Fund 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.

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.

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

The expenses in the following table are the expenses anticipated to be
incurred by the Portfolio for the fiscal year ending October 31, 2009. The
expenses in the table do not include any fees or charges imposed by the variable
insurance contract. If such fees and charges were included, the expenses in the
table would be higher.

Management Fee.......................................................0.25 %
Shareholder Services Fees............................................0.10%(1)
Other Expenses.......................................................0.__% (2)
Acquired Fund Fees & Expenses........................................0.__% (3)
Total Annual Operating Expenses......................................0.__%
Fee Waiver and/or Expense Reimbursement.............................(0.__)%

Net Expenses.........................................................0.__% (4)
__________________

(1) "Shareholder Services Fees" are paid to third parties that provide
administrative and shareholder services to investors.

(2) "Other Expenses" are annualized expenses based on anticipated fees and
expenses payable by the Portfolio through the fiscal year ending October
31, 2009.

(3) Represents the amount of fees and expenses anticipated to be incurred by
the Portfolio through its investment in the Underlying Funds and other
investment companies for the fiscal year ending October 31, 2009.

(4) Pursuant to a Fee Waiver and Expense Assumption Agreement for the
Portfolio, the Advisor has agreed to waive all or a portion of its
management fee and to assume the expenses of the Portfolio (including the
Shareholder Services Fees and the expenses that the Portfolio bears as a
shareholder the Underlying Funds, but excluding the expenses that the
Portfolio incurs indirectly through its investment in unaffiliated
investment companies) ("Portfolio Expenses") to the extent necessary to
limit the Portfolio Expenses of the Portfolio to 0.45% of the Portfolio's
average net assets on an annualized basis (the "Expense Limitation
Amount"). At any time that the Portfolio Expenses of the Portfolio are less
than the Portfolio's Expense Limitation Amount, the Advisor retains the
right to seek reimbursement for any fees previously waived and/or expenses
previously assumed to the extent that such reimbursement will not cause the
Portfolio's annualized Portfolio Expenses to exceed the Portfolio's Expense
Limitation Amount. The Portfolio is not obligated to reimburse the Advisor
for fees previously waived or expenses previously assumed by the Advisor
more than thirty-six months before the date of such reimbursement. The Fee
Waiver and Expense Assumption Agreement will remain in effect for an
initial period until March 1, 2010, and then shall continue in effect from
year to year for one-year periods thereafter unless terminated by the
Advisor.

EXAMPLE

This Example is meant to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example does not
include any fees or charges imposed by the variable insurance contract. If such
fees and charges were reflected in the Example, your costs would be higher.

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

l Year 3 Years

DFA VA Global Moderate Allocation Portfolio....... $ $

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

HIGHLIGHTS

Management Services

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

Dividend Policy

The Portfolio distributes substantially all of its net investment income in
December of each year. The Portfolio will make any distributions from net
realized capital gains on an annual basis. See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES."

Purchase, Valuation, and Redemption of Shares

Shares of the Portfolio are sold only to separate accounts of insurance
companies to fund variable life and variable annuity insurance contracts.
Purchases and redemptions are made at net asset value. To invest in the
Portfolio, please see the prospectus of the insurance company's separate account
which offers variable life and variable annuity insurance contracts to
investors.

The value of the Portfolio's shares will fluctuate in relation to the
investment experience of its corresponding Underlying Funds. See "PURCHASE AND
REDEMPTION OF SHARES" and "VALUATION OF SHARES."

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to seek total return
consisting of capital appreciation and current income. To achieve its investment
objective, the Portfolio, under normal market circumstances, purchases shares of
the Underlying Funds to achieve a moderate allocation to global equity
securities. Generally, a moderate allocation to global equity securities is
achieved by investing approximately 50% to 70% of the Portfolio's assets in
Equity Underlying Funds and 30% to 50% of its assets in Fixed Income Underlying
Funds. With respect to investments in Equity Underlying Funds, the Portfolio may
invest its assets in both Domestic Equity Underlying Funds and International
Equity Underlying Funds. As of the date of this Prospectus, the Portfolio
intends to invest in the

Domestic Equity Underlying Funds, International Equity Underlying Funds and
Fixed Income Underlying Funds listed below:

Domestic Equity Underlying Funds - U.S. Core Equity 1 Portfolio, U.S. Core
Equity 2 Portfolio and DFA Real Estate Securities Portfolio.

International Equity Underlying Funds - International Core Equity Portfolio and
Emerging Markets Core Equity Portfolio.

Fixed Income Underlying Funds - VA Global Bond Portfolio, DFA Two-Year Global
Fixed Income Series and DFA Selectively Hedged Global Fixed Income Portfolio.

In addition to its allocation strategy of providing exposure to the
domestic and international equity and fixed income markets through investment in
the Underlying Funds, the Portfolio also benefits from the diversification of
each Underlying Fund in which it invests. Each Underlying Fund provides
diversification among the issuers in the asset classes in which it focuses.

Periodically, the Advisor will review the allocations for the Portfolio in
each Underlying Fund. From time to time, the Advisor may add or remove
Underlying Funds in the Portfolio without notice to shareholders. In addition,
when the Advisor determines that market forces have caused fundamental changes
in the relative values of the assets of the Underlying Funds, the Advisor may
modify the allocations of the Portfolio. To maintain allocation ranges,
adjustments may be made by purchasing or selling shares of the Underlying Funds
or applying future investments and redemptions by the Portfolio in proportions
necessary to rebalance the investments in the Underlying Funds.

Investment Objectives, Strategies and Policies of the Underlying Funds

The following is a summary of the investment strategies, objectives and
policies of the Underlying Funds in which the Portfolio invests as of the date
of this Prospectus. Additional information concerning the investment policies of
the Underlying Funds may be found in the Portfolio's Statement of Additional
Information.

Investment Strategies of the Underlying Funds

Equity Investment Approach:

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

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

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

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

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

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

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

4. Purchasing stocks either (i) using a market capitalization weighted
approach, or (ii) so the portfolio is generally diversified within the
targeted asset class.

Fixed Income Investment Approach:

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

1. Setting a maturity range.

2. Implementing the Advisor's quality and eligibility guidelines.

3. Purchasing securities with a view to balancing the objective of maximizing
returns consistent with preservation of capital.

Investment Objectives and Policies of the Underlying Funds

U.S. Core Equity 1 Portfolio
U.S. Core Equity 2 Portfolio

The investment objective of each of the U.S. Core Equity 1 Portfolio and
the U.S. Core Equity 2 Portfolio is to achieve long-term capital appreciation.
Each Portfolio seeks to achieve its investment objective by purchasing a broad
and diverse group of common stocks of U.S. operating companies with an increased
exposure to small capitalization and value companies relative to the U.S.
Universe. The Advisor defines the U.S. Universe as a market capitalization
weighted portfolio of U.S. operating companies listed on the NYSE, American
Stock Exchange ("Amex") and Nasdaq Global Market ("Nasdaq") ("U.S. Universe").
An equity issuer is considered a value company primarily because it has a high
book value in relation to its market capitalization. While both Portfolios seek
increased exposure to small capitalization and value companies, U.S. Core Equity
2 Portfolio's emphasis on small capitalization and value companies is greater
than that of U.S. Core Equity 1 Portfolio.

DFA Real Estate Securities Portfolio

The investment objective of the DFA Real Estate Securities Portfolio (the
"Real Estate Portfolio") is to achieve long-term capital appreciation. The Real
Estate Portfolio will concentrate its investments in readily marketable equity
securities of companies whose principal activities include development,
ownership, construction, management, or sale of residential, commercial or
industrial real estate. Investments will include, principally, equity securities
of companies in the following sectors of the real estate industry: certain real
estate investment trusts and companies engaged in residential construction and
firms, except for partnerships, whose principal business is to develop
commercial property. The Real Estate Portfolio is authorized to purchase and
sell financial futures contracts and options thereon.

International Core Equity Portfolio

The investment objective of the International Core Equity Portfolio is to
achieve long-term capital appreciation. The Portfolio seeks to achieve its
investment objective by purchasing a broad and diverse group of stocks of
non-U.S. companies with an increased exposure to small capitalization and value
companies relative to the International Universe. For purposes of this
Portfolio, the Advisor defines the International Universe as a market
capitalization weighted portfolio of non-U.S. companies in developed markets
which have been authorized for investment by the Advisor's Investment Committee
("International Universe"). An equity issuer is considered a value company
primarily because it has a high book value in relation to its market
capitalization.

Emerging Markets Core Equity Portfolio

The investment objective the Emerging Markets Core Equity Portfolio is to
achieve long-term capital appreciation. The Emerging Markets Core Equity
Portfolio seeks to achieve its investment objective by investing in emerging
markets designated by the Investment Committee of the Advisor ("Approved
Markets"). The Emerging Markets Core Equity Portfolio invests its assets
primarily in Approved Market equity securities listed on bona fide securities
exchanges or actively traded on OTC markets.

be "value" securities. An equity issuer is considered a value company primarily
because it has a high book value in relation to its market capitalization.

In determining what countries are eligible markets for the Emerging Markets
Core Equity Portfolio, the Advisor may consider various factors, including
without limitation, the data, analysis and classification of countries published
and 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 Markets may not include all such emerging markets.

VA Global Bond Portfolio

The investment objective of the VA Global Bond Portfolio is to provide a
market rate of return for a fixed income portfolio with low relative volatility
of returns. Under normal market conditions, the Portfolio intends to invest in
issuers organized or having a majority of their assets in, or deriving a
majority of their operating income in, at least three different countries, one
of which may be the United States. The VA Global Bond Portfolio generally will
invest its assets in obligations which mature within five years from the date of
settlement. The VA Global Bond Portfolio may invest in the types of investments
described below under the heading, "Description of Investments for Fixed Income
Underlying Funds."

The DFA Two-Year Global Fixed Income Series
DFA Selectively Hedged Global Fixed Income Portfolio

The investment objective of The DFA Two-Year Global Fixed Income Series is
to maximize total returns consistent with preservation of capital. As a
non-fundamental policy, under normal circumstances, The DFA Two-Year Global
Fixed Income Series will invest at least 80% of its net assets in fixed income
securities that mature within two years from the date of settlement.

The investment objective of the DFA Selectively Hedged Global Fixed Income
Portfolio is to maximize total returns within the universe of domestic and
foreign debt securities that the Portfolio invests. It is the policy of the DFA
Selectively Hedged Global Fixed Income Portfolio that the weighted average
length of maturity of its investments will not exceed two years. However,
investments may be made in obligations maturing in a shorter time period (from
overnight, to up to two years from the date of settlement).

Under normal market conditions, each of The DFA Two-Year Global Fixed
Income Series and DFA Selectively Hedged Global Fixed Income Portfolio intends
to invest in issuers organized or having a majority of their assets in, or
deriving a majority of their operating income in, at least three different
countries, one of which may be the United States. The DFA Two-Year Global Fixed
Income Series and DFA Selectively Hedged Global Fixed Income Portfolio may
invest in the types of investments described below under the heading,
"Description of Investments for Fixed Income Underlying Funds."

Because many of the investments of The DFA Two-Year Global Fixed Income
Series and the DFA Selectively Hedged Global Fixed Income Portfolio will be
denominated in foreign currencies, The DFA Two-Year Global Fixed Income Series
will enter into forward foreign currency contracts, and the DFA Selectively
Hedged Global Fixed Income Portfolio may enter into forward foreign currency
contracts, for the purpose of hedging against fluctuations in currency exchange
rates. The DFA Selectively Hedged Global Fixed Income Portfolio may leave some
or all of its currency exposure unhedged. The decision to hedge the DFA
Selectively Hedged Global Fixed Income Portfolio's currency exposure with
respect to a foreign market will be based on, among other things, a comparison
of the

respective foreign and U.S. short-term interest rates and the Portfolio's
existing exposure to a given foreign currency.

The DFA Two-Year Global Fixed Income Series and the DFA Selectively Hedged
Global Fixed Income Portfolio each will invest more than 25% of its total assets
in obligations of U.S. and/or foreign banks and bank holding companies ("banking
industry securities") when the yield to maturity on eligible portfolio
investments in banking industry securities as a group generally exceeds the
yield to maturity on all other eligible portfolio investments as a group
generally for a period of five consecutive days when the NYSE is open for
trading. As of the date of this Prospectus, each of The DFA Two-Year Global
Fixed Income Series and the DFA Selectively Hedged Global Fixed Income Portfolio
is concentrating its investments in the banking industry.

Description of Investments for Fixed Income Underlying Funds

The following is a description of the categories of investments, which may be
acquired by the Fixed Income Underlying Funds.

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

2. U. S. Government Agency Obligations--Issued or guaranteed by U.S.
government-sponsored instrumentalities and federal agencies, which have
different levels of credit support. The U.S. government agency obligations
include, but are not limited to, securities issued by agencies and
instrumentalities of the U.S. government that are supported by the full
faith and credit of the United States, such as the Federal Housing
Administration and Ginnie Mae, including Ginnie Mae pass-through
certificates. Other securities issued by agencies and instrumentalities
sponsored by the U.S. government may be supported only by the issuer's
right to borrow from the U.S. Treasury, subject to certain limits, such as
securities issued by Federal Home Loan Banks, or are supported only by the
credit of such agencies. Freddie Mac and Fannie Mae historically were
agencies sponsored by the U.S. government that were supported only by the
credit of the issuing agencies and not backed by the full faith and credit
of the United States. However, on September 7, 2008, due to the value of
Freddie Mac's and Fannie Mae's securities falling sharply and concerns that
the firms do not have sufficient capital to offset losses resulting from
the mortgage crisis, the Federal Housing Finance Agency placed Freddie Mac
and Fannie Mae into conservatorship. As a result, Fannie Maes and Freddie
Macs became guaranteed obligations of the United States. Although the U.S.
government or it agencies provide financial support to such entities, no
assurance can be given that they will always do so. The U.S. government and
its agencies and instrumentalities do not guarantee the market value of
their securities; consequently, the value of such securities will
fluctuate.

3. Corporate Debt Obligations--Nonconvertible corporate debt securities (e.g.,
bonds and debentures), which are issued by companies whose commercial paper
is rated Prime1 by Moody's Investors Service, Inc. ("Moody's") or A1 by S&P
and dollar-denominated obligations of foreign issuers issued in the U.S. If
the issuer's commercial paper is unrated, then the debt security would have
to be rated at least AA by S&P or Aa2 by Moody's. If there is neither a
commercial paper rating nor a rating of the debt security, then the Advisor
must determine that the debt security is of comparable quality to
equivalent issues of the same issuer rated at least AA or Aa2.

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

5. Commercial Paper--Rated, at the time of purchase, A1 or better by S&P or
Prime1 by Moody's, or, if unrated, issued by a corporation having an
outstanding unsecured debt issue rated Aaa by Moody's or AAA by S&P.

6. Repurchase Agreements--Instruments through which the Fixed Income
Underlying Funds purchase securities ("underlying securities") from a bank,
or a registered U.S. government securities dealer, with an agreement by the
seller to repurchase the underlying securities at an agreed price, plus
interest at a specified rate. The underlying securities will be limited to
U.S. government and agency obligations described in (1) and (2) above. The
Fixed Income Underlying Funds will not enter into a repurchase agreement
with a duration of more than seven days if, as a result, more than 10% of
the value of the Underlying Funds' total assets would be so invested. The
Fixed Income Underlying Funds will invest in repurchase agreements with
banks having at least $1,000,000,000 in assets and that are approved by the
Investment Committee of the Advisor. The Advisor will monitor the market
value of the underlying securities plus any accrued interest thereon so
that they will at least equal the repurchase price.

7. Foreign Government and Agency Obligations--Bills, notes, bonds and other
debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

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

9. Foreign Issuer Obligations--Debt securities of non-U.S. issuers rated AA or
better by S&P or Aa2 or better by Moody's.

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

11. Money Market Funds--The Fixed Income Underlying Funds may invest in
affiliated and unaffiliated unregistered money market funds. DFA
Selectively Hedged Global Fixed Income Portfolio also may invest in
affiliated and unaffiliated registered money market funds. Investments in
money market funds may involve a duplication of certain fees and expenses.

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

SECURITIES LOANS

The Underlying Funds are authorized to lend securities to qualified
brokers, dealers, banks, and other financial institutions for the purpose of
earning additional income. While an Underlying Fund may earn additional income
from lending securities, such activity is incidental to the investment objective
of the Underlying Fund. The value of securities loaned may not exceed 33 1/3% of
the value of the Underlying Fund's total assets, which includes the value of
collateral received. To the extent an Underlying Fund loans a portion of its
securities, the Underlying Fund will receive collateral consisting generally of
cash or U.S. government securities, which will be maintained by marking to
market daily in an amount equal to at least: (i) 100% of the current market
value of the loaned securities, with respect to securities of the U.S.
government or its agencies; (ii) 102% of the current market value of the loaned
securities, with respect to U.S. securities; and (iii) 105% of the current
market value of the loaned securities, with respect to foreign securities.
Subject to its stated investment policies, an Underlying Fund

may invest the collateral received for the loaned securities in securities of
the U.S. government or its agencies, repurchase agreements collateralized by
securities of the U.S. government or its agencies, and affiliated and
unaffiliated registered and unregistered money market funds. For purposes of
this paragraph, agencies include both agency debentures and agency
mortgage-backed securities. In addition, an Underlying Fund will be able to
terminate the loan at any time and will receive reasonable interest on the loan,
as well as amounts equal to any dividends, interest, or other distributions on
the loaned securities. However, dividend income received from loaned securities
may not be eligible to be taxed at qualified dividend income rates. An
Underlying Fund will be entitled to recall a loaned security to vote proxies or
otherwise obtain rights to vote proxies of loaned securities if the Underlying
Fund knows that a material event will occur. In the event of the bankruptcy of a
borrower, the Fund could experience delay in recovering the loaned securities or
only recover cash or a security of equivalent value. See "OTHER
RISKS--SECURITIES LENDING" for a discussion of the risks related to securities
lending.

MANAGEMENT OF THE PORTFOLIO

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

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

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

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

Mr. Deere is a Senior Portfolio Manager and Vice President of the Advisor
and a member of the Investment Committee. Mr. Deere received his MBA from the
University of California at Los Angeles in 1991. He also holds a BS and a BA
from the University of California at San Diego. Mr. Deere joined the Advisor in
1991 and has been responsible for the domestic equity portfolios since 1994 and
the asset allocation portfolios since their inception.

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

The Advisor provides the Underlying Funds with a trading department and
selects brokers and dealers to effect securities transactions. Securities
transactions are placed with a view to seeking best

price and execution. The Advisor's address is 1299 Ocean Avenue, Santa Monica,
CA 90401. A discussion regarding the basis for the Board of Directors' approving
the investment management agreement with respect to the Portfolio will be
available in future annual or semi-annual reports to shareholders of the
Portfolio.

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

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

Shareholder Services

On behalf of the Portfolio, the Fund will enter into agreements with third
parties to provide administrative services, shareholder servicing,
recordkeeping, account maintenance and other services to investors. For
shareholder servicing, the Fund will pay to such third parties an amount
calculated at an annual rate of 0.10% of the Portfolio's average daily net
assets.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS, AND TAXES

The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code. As a regulated investment company, the
Portfolio generally pays no federal income tax on the income and gains it
distributes to shareholders. The policy of the Portfolio is to distribute
substantially all of its net investment income together with any net realized
capital gains (after any reductions for capital loss carryforwards) annually,
typically in December.

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

Shares of the Portfolio must be purchased through insurance company
separate accounts used to fund variable life and variable annuity insurance
contracts. As a result, it is anticipated that any dividend or capital gains
distributions from the Portfolio will be exempt from current taxation if left to
accumulate within a variable insurance contract.

The tax status of your investment in the Portfolio depends upon the
features of your variable life or variable annuity insurance contract. For
further information, please refer to the offering material of the insurance
company separate account.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolio are sold only to insurance company separate
accounts used to fund variable life and variable annuity insurance contracts.
Purchases and redemptions of shares of the Portfolio by a separate account will
be effected at the net asset value per share. (See "VALUATION OF SHARES.")
Contract owners do not deal directly with the Fund with respect to the
acquisition or redemption of shares of the Portfolio. Please see the offering
material of the insurance company separate account for information regarding the
purchase and redemption of shares of the Portfolio. When in the best interests
of the Portfolio, the Portfolio may satisfy a redemption request, in whole or in
part, by an in-kind distribution of Portfolio securities in lieu of cash in
accordance with Rule 18f-1 under the 1940 Act. Investors may incur brokerage
charges and other transaction costs selling securities that are received from an
in-kind distribution.

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 and its shareholders, 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 purchase blocking
procedures, and (ii) use of fair value pricing.

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

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

Under the Fund's purchase blocking procedures, the following purchases and
redemptions will not trigger a purchase block: (i) purchases and redemptions of
shares having a value in each transaction of less than $5,000; (ii) purchases
and redemptions by U.S.-registered investment companies that operate as funds of
funds pursuant to Section 12(d)(1)(G) of the Investment Company Act of 1940 (the
"1940 Act") or an SEC exemptive order, and non-U.S. investment companies that
operate as funds of funds (subject to monitoring by Dimensional); (iii)
purchases and redemptions by a feeder portfolio of a master fund's shares; (iv)
systematic or automated transactions where the shareholder, financial advisor,
or investment fiduciary does not exercise direct control over the investment
decision; (v) retirement plan contributions, loans, loan repayments, and
distributions (including hardship withdrawals) identified as such in the
retirement plan recordkeeper's system; (vi) purchase transactions involving
transfers of assets, rollovers, Roth IRA conversions, and IRA
recharacterizations; (vii) purchases of shares with Portfolio dividends or
capital gain distributions; (viii) transfers and reregistrations of shares
within the Portfolio; and (ix) transactions by 529 Plans. Notwithstanding the
Fund's purchase blocking procedures, all transactions in Portfolio shares are
subject to the right of the Fund and Dimensional to restrict potentially
disruptive trading activity (including purchases and redemptions described above
that will not be subject to the purchase blocking procedures).

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

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

The ability of the Fund, Dimensional, and their agents to detect and limit
excessive short-term trading also may be restricted by operational systems and
technological limitations.

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

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

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

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

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

VALUATION OF SHARES

Net Asset Value

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

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

Securities held by the Underlying Funds (including over-the-counter
securities) are valued at the last quoted sale price of the day. Securities held
by the Underlying Funds that are listed on Nasdaq are valued at the Nasdaq
Official Closing Price ("NOCP"). If there is no last reported sale price or NOCP
of the day, the Underlying Funds value the securities at the mean of the most
recent quoted bid and asked prices. Price information on listed securities is
taken from the exchange where the security is primarily traded. Generally,
securities issued by open-end investment companies, such as the Underlying
Funds, 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 shares of the Fixed Income Underlying Funds will tend to
fluctuate with interest rates because, unlike money market funds, these
Underlying Funds do not seek to stabilize the value of their respective shares
by use of the "amortized cost" method of asset valuation. Net asset value
includes interest on fixed income securities which is accrued daily. Debt
securities will be valued on the basis of prices provided by one or more pricing
services or other reasonably reliable sources including broker/dealers that
typically handle the purchase and sale of such securities. Securities which are
traded over-the-counter and on a stock exchange generally will be valued
according to the broadest and most representative market, and it is expected
that for bonds and other fixed income securities, this ordinarily will be the
over-the-counter market.

The value of the securities and other assets of the Underlying Funds 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 or Trustees of the Underlying Funds, as the case may be.
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 Underlying
Funds may differ from the quoted or published prices for the same securities on
their primary markets or exchanges.

As of the date of this Prospectus, the Underlying Funds holding foreign
equity securities (the "Foreign Equity Funds") will also fair value price in the
circumstances described below. Generally, trading in foreign securities markets
is completed each day at various times prior to 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 prior to the close of the NYSE (normally, 1:00 p.m. PT) and the time that
the net asset values of the Foreign Equity Funds are computed. Due to the time
differences between the closings of the relevant foreign securities exchanges
and the time the Foreign Equity Funds price their shares at the close of the
NYSE, the Foreign Equity Funds will fair value their 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 Foreign Equity Funds' 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 Boards of
Directors/Trustees of the Underlying Funds have 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 Underlying Funds 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 an Underlying Fund.
When a Foreign Equity Fund uses fair value pricing, the values assigned to the
Foreign Equity Fund's foreign investments may not be the quoted or published
prices of the investments on their primary markets or exchanges. The Boards of
Directors/Trustees of the Underlying Funds monitor the operation of the method
used to fair value price the Foreign Equity Funds' 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 an Underlying Fund could obtain the fair value assigned to a
security if it were to sell the security at approximately the time at which the
Underlying Funds and the Portfolios determine their net asset value per share.
As a result, the sale or redemption by a 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 values per share of each International Equity Underlying
Fund, VA Global Bond Fund, The DFA Two-Year Global Fixed Income Series, and DFA
Selectively Hedged Global Fixed Income Portfolio are expressed in U.S. dollars
by translating the net assets of each Underlying Fund using the mean of the most
recent bid and asked prices for the dollar as quoted by generally recognized
reliable sources. Since certain Underlying Funds own securities that are
primarily listed on foreign exchanges which may trade on days when the
Portfolios and Underlying Funds do not price their shares, the net asset value
of a Portfolio may change on days when shareholders will not be able to purchase
or redeem shares.

Certain of the securities holdings of the Emerging Markets Core Equity
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 Emerging Markets Core
Equity 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 Emerging
Markets Core Equity Portfolio may also be subject to certain contractual
arrangements with investment authorities in an Approved Market which 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 an Underlying Fund is determined each day as of such close.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Portfolio generally will disclose its complete portfolio holdings
(other than cash and cash equivalents), 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 LP
1299 Ocean Avenue
Santa Monica, CA 90401
Tel. No. (310) 395-8005
------------------------------------------------------------------------------
Custodian Accounting Services, Dividend Disbursing,
and Transfer Agent

PFPC TRUST COMPANY PNC GLOBAL INVESTMENT SERVICING
301 Bellevue Parkway 400 Bellevue Parkway
Wilmington, DE 19809 Wilmington, DE 19809
------------------------------------------------------------------------------
Independent Registered Legal Counsel
Public Accounting Firm

PRICEWATERHOUSECOOPERS LLP STRADLEY, RONON, STEVENS & YOUNG, LLP
Two Commerce Square 2600 One Commerce Square
Suite 1700 Philadelphia, PA 19103-7098
2001 Market Street
Philadelphia, PA 19103-7042
-------------------------------------------------------------------------------

Other Available Information

You can find more information about the Fund and the Portfolio in the Fund's SAI
and the Fund's Annual and Semi-Annual Reports to Shareholders.

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.

Request free copies from:

o The Fund--Call collect at (310) 395-8005.

o Access them on our website at www.dimensional.com.

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

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

o Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549-0102, or at publicinfo@sec.gov (you will be charged a copying
fee). Information on the operation of the SEC's public reference room is
available by calling the SEC at 1-202-551-8090.

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

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

Subject to completion, October 9, 2008

DFA VA GLOBAL MODERATE ALLOCATION PORTFOLIO

DFA Investment Dimensions Group Inc.

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

STATEMENT OF ADDITIONAL INFORMATION

____________, 2008

This statement of additional information ("SAI") relates to the shares of
DFA VA Global Moderate Allocation Portfolio (the "Portfolio") of DFA Investment
Dimensions Group Inc. (the "Fund"), an open-end management investment company.
The shares of the Portfolio are sold only to separate accounts of insurance
companies in conjunction with variable life and variable annuity contracts.

This SAI is not a prospectus but should be read in conjunction with the
Prospectus of the Portfolio, dated ________, 2008, as amended from time to time.
As of _______, 2008, the Portfolio had not yet commenced operations, so no
financial information is shown for the Portfolio in the Fund's annual report for
the fiscal year ended October 31, 2008. The Prospectus can be obtained by
writing to the Fund at the above address or by calling the above telephone
number.

The information in this statement of additional information is not complete
and may be changed. These Securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This
statement of additional information is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.

TABLE OF CONTENTS

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

INVESTMENT LIMITATIONS........................................................1

ADDITIONAL POLICIES OF THE UNDERLYING FUNDS...................................2

BROKERAGE COMMISSIONS.........................................................6

FUTURES CONTRACTS.............................................................7

FORWARD FOREIGN CURRENCY TRANSACTIONS.........................................8

CASH MANAGEMENT PRACTICES.....................................................8

CONVERTIBLE DEBENTURES........................................................9

EXCHANGE TRADED FUNDS........................................................10

DIRECTORS AND OFFICERS.......................................................10

SERVICES TO THE FUND.........................................................18

ADVISORY FEES................................................................19

PORTFOLIO MANAGERS...........................................................20

GENERAL INFORMATION..........................................................22

CODE OF ETHICS...............................................................22

SHAREHOLDER RIGHTS...........................................................23

PRINCIPAL HOLDERS OF SECURITIES..............................................23

PURCHASE AND REDEMPTION OF SHARES............................................23

TAXATION OF THE PORTFOLIO....................................................24

PROXY VOTING POLICIES........................................................26

DISCLOSURE OF PORTFOLIO HOLDINGS.............................................27

FINANCIAL STATEMENTS.........................................................29

PERFORMANCE DATA.............................................................29

PORTFOLIO CHARACTERISTICS AND POLICIES

The Portfolio described in this SAI is a "fund of funds" that seeks to
achieve its investment objective by investing its assets in funds managed by
Dimensional Fund Advisors LP (the "Advisor" or "Dimensional"). As of today these
funds include the U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio,
DFA Real Estate Securities Portfolio, International Core Equity Portfolio,
Emerging Markets Core Equity Portfolio, DFA Selectively Hedged Global Fixed
Income Portfolio and VA Global Bond Portfolio, each a series of the Fund and The
DFA Two-Year Global Fixed Income Series, a series of The DFA Investment Trust
Company ("DFAITC") (collectively, the "Underlying Funds"). Dimensional serves as
investment advisor to the Portfolio and the Underlying Funds. Dimensional is
organized as a Delaware limited partnership and is controlled and operated by
its general partner, Dimensional Holdings Inc., a Delaware corporation. Prior to
November 3, 2006, the Advisor was named Dimensional Fund Advisors Inc. and was
organized as a Delaware corporation. Capitalized terms not otherwise defined in
this SAI have the meaning assigned to them in the Prospectus.

The following information supplements the information set forth in the
Prospectus. Unless otherwise indicated, the following information applies to the
Portfolio and all of the Underlying Funds.

The Portfolio and each of the Underlying Funds is diversified under the
federal securities laws and regulations.

INVESTMENT LIMITATIONS

The Portfolio has adopted certain limitations which 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 may 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: (i) purchasing or selling securities or
instruments secured by real estate or interests therein, securities or
instruments representing interests in real estate or securities or
instruments of issuers that invest, deal or otherwise engage in
transactions in real estate or interests therein; and (ii) making,
purchasing or selling real estate mortgage loans;

(2) make loans, except to the extent permitted by the 1940 Act, or any rules,
exemptions or interpretations thereunder that may be adopted, granted or
issued by the SEC;

(3) purchase the securities of any one issuer, if immediately after such
investment, the Portfolio would not qualify as a "diversified company" as
that term is defined by the 1940 Act, as amended, and as modified or
interpreted by regulatory authority having jurisdiction, from time to time;

(4) borrow money, except to the extent permitted by the 1940 Act, or any rules,
exemptions or interpretations thereunder that may be adopted, granted or
issued by the SEC;

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

(6) 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);

(7) 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: (i) engaging in
transactions involving currencies and futures contracts and options
thereon; or (ii) investing in securities or other instruments that are
secured by physical commodities; or

(8) 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.

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

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 (4) above, the
Portfolio will maintain asset coverage of at least 300%, inclusive of any
amounts borrowed, to the extent required by the 1940 Act.

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.

Unless otherwise indicated, all limitations applicable to the Portfolio's
investments apply only as of the time that a transaction is undertaken. Any
subsequent 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.

ADDITIONAL POLICIES OF THE UNDERLYING FUNDS

Domestic Equity Underlying Funds

U.S. Core Equity 1 Portfolio
U.S. Core Equity 2 Portfolio

Each portfolio seeks to achieve its investment objective by purchasing a
broad and diverse group of common stocks of U.S. companies with an increased
exposure to small capitalization and value companies relative to the U.S.
Universe (as defined in the Prospectus). The increased exposure to small and
value companies may be achieved by decreasing the allocation of a portfolio's
assets to the largest U.S. growth companies relative to their weight in the U.S.
Universe, which would result in a greater weight allocation to small
capitalization and value companies. The percentage allocation of the assets of
the U.S. Core Equity 1 Portfolio to securities of the largest U.S. growth
companies will generally be reduced from between 2.5% and 25% of their
percentage weight in the U.S. Universe. The percentage allocation of the assets
of the U.S. Core Equity 2 Portfolio to securities of the largest U.S. growth
companies will generally be reduced from between 5% and 35% of their percentage
weight in the U.S. Universe. For example, as of December 31, 2007, securities of
the largest U.S. growth companies comprised 32% of the U.S. Universe and the
Advisor allocated 21% of the U.S. Core Equity 1 Portfolio to securities of the
largest U.S. growth companies and 10% of the U.S. Core Equity 2 Portfolio to
securities of the largest U.S. growth companies. As a non-fundamental policy,
under normal circumstances, each portfolio will invest at least 80% of its net
assets in equity securities of U.S. companies. If a portfolio changes this
investment policy, the portfolio will notify shareholders at least 60 days
before the change, and will change the name of the portfolio.

DFA Real Estate Securities Portfolio

The DFA Real Estate Securities Portfolio will invest in shares of REITs.
REITs pool investors' funds for investment primarily in income producing real
estate or real estate related loans or interests. A REIT is not taxed on income
distributed to shareholders if it complies with several requirements related to
its organization, ownership, assets and income and a requirement that it
distribute to its shareholders at least 90% of its taxable income (other

than net capital gains) for each taxable year. REITs can generally be classified
as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the
majority of their assets directly in real property and derive their income
primarily from rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITS invest the majority of
their assets in real estate mortgages and derive their income primarily from
interest payments. Hybrid REITs combine the characteristics of both Equity REITs
and Mortgage REITs. At the present time, The DFA Real Estate Securities
Portfolio intends to invest only in Hybrid REITs and Equity REITs.

As a non-fundamental policy, under normal circumstances, at least 80% of
the DFA Real Estate Securities Portfolio's net assets will be invested in
securities of companies in the real estate industry, as described in its
prospectus. If the DFA Real Estate Securities Portfolio changes this investment
policy, it will notify its shareholders at least 60 days before the change, and
will change its name. The DFA Real Estate Securities Portfolio will make equity
investments only in securities traded in the U.S. securities markets,
principally on the NYSE, Amex and over-the-counter market.

International Equity Underlying Funds

International Core Equity Portfolio

The International Core Equity Portfolio seeks to achieve its investment
objective by purchasing a broad and diverse group of stocks of non-U.S.
companies with an increased exposure to small capitalization and value companies
relative to the International Universe (as defined in the Prospectus). The
increased exposure to small capitalization and value companies may be achieved
by decreasing the allocation of the portfolio's assets to the largest growth
companies relative to their weight in the International Universe, which would
result in a greater weight allocation to small capitalization and value
companies. The percentage allocation of the assets of the International Core
Equity Portfolio to securities of the largest growth companies will generally be
reduced from between 5% and 35% of their percentage weight in the International
Universe. For example, as of December 31, 2007, securities of the largest growth
companies in the International Universe comprised 16% of the International
Universe and the Advisor allocated 4% of the International Core Equity Portfolio
to securities of the largest growth companies in the International Universe.

As of the date of this SAI, the International Universe is comprised of the
following countries, which are designated as "Approved Markets" in which the
International Core Equity Portfolio is authorized to invest: Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland,
Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland, and the United Kingdom. The International Core Equity
Portfolio invests in securities associated with Approved Markets (For a
description of the securities approved for investment, see "Approved Markets
Securities for the International Equity Underlying Funds"). The Advisor will
determine, in its discretion, when and whether to invest in countries that have
been authorized as Approved Markets, depending on a number of factors, such as
asset growth in the International Core Equity Portfolio and the characteristics
of each country's markets. The Investment Committee of the Advisor also may
designate other countries as Approved Markets for investment in the future, in
addition to the countries identified above, or the Investment Committee may
remove one or more countries from the list of Approved Markets. In addition, the
Portfolio may continue to hold investments in countries that are not currently
designated as Approved Markets, but had been authorized for investment in the
past, and may reinvest distributions received in connection with such existing
investments in such previously Approved Markets.

As a non-fundamental policy, under normal circumstances, the International
Core Equity Portfolio will invest at least 80% of its net assets in equity
securities. If the International Core Equity Portfolio changes this investment
policy, it will notify shareholders at least 60 days before the change, and will
change its name

Emerging Markets Core Equity Portfolio

The Emerging Markets Core Equity Portfolio seeks to achieve its investment
objective by investing in companies associated with emerging markets designated
as "Approved Markets" by the Investment Committee of the Advisor. As of the date
of this SAI, the following countries are designated as "Approved Markets" in
which the Emerging Markets Core Equity Portfolio is authorized to invest:
Brazil, Chile, China, Czech Republic, Hungary,

India, Indonesia, Israel, Malaysia, Mexico, the Philippines, Poland, South
Africa, South Korea, Taiwan, Thailand, and Turkey. The Emerging Markets Core
Equity Portfolio invests in securities associated with Approved Markets (For a
description of the securities approved for investment, see "Approved Markets
Securities for the International Equity Underlying Funds").

The Emerging Market Core Equity Portfolio will seek to purchase a broad and
diverse group of securities with an increased exposure to securities of small
cap issuers and securities that it considers to be "value" securities. As a
non-fundamental policy, under normal circumstances, the Emerging Markets Core
Equity Portfolio will invest at least 80% of its net assets in emerging markets
investments that are defined in its registration statement as Approved Market
securities. If the Emerging Markets Core Equity Portfolio changes this
investment policy, it will notify shareholders at least 60 days before the
change, and will change its name.

Approved Markets Securities for the International Equity Underlying Funds

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

Fixed Income Underlying Funds

VA Global Bond Portfolio
The DFA Two-Year Global Fixed Income Series
DFA Selectively Hedged Global Fixed Income Portfolio

The following is a description of the categories of investments, which may
be acquired by the Fixed Income Underlying Funds.

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

Ginnie Mae, including Ginnie Mae pass-through certificates. Other securities
issued by agencies and instrumentalities sponsored by the U.S. government may be
supported only by the issuer's right to borrow from the U.S. Treasury, subject
to certain limits, such as securities issued by Federal Home Loan Banks, or are
supported only by the credit of such agencies, such as Freddie Mac and Fannie
Mae.

3. Corporate Debt Obligations-- Nonconvertible corporate debt securities
(e.g., bonds and debentures), which are issued by companies whose commercial
paper is rated Prime1 by Moody's Investors Service, Inc. ("Moody's") or A1 by
S&P and dollar-denominated obligations of foreign issuers issued in the U.S. If
the issuer's commercial paper is unrated, then the debt security would have to
be rated at least AA by S&P or Aa2 by Moody's. If there is neither a commercial
paper rating nor a rating of the debt security, then the Advisor must determine
that the debt security is of comparable quality to equivalent issues of the same
issuer rated at least AA or Aa2.

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

5. Commercial Paper--Rated, at the time of purchase, A1 or better by S&P or
Prime1 by Moody's, or, if unrated, issued by a corporation having an outstanding
unsecured debt issue rated Aaa by Moody's or AAA by S&P.

6. Repurchase Agreements--Instruments through which the Fixed Income
Underlying Funds purchase securities ("underlying securities") from a bank, or a
registered U.S. government securities dealer, with an agreement by the seller to
repurchase the underlying securities at an agreed price, plus interest at a
specified rate. The underlying securities will be limited to U.S. government and
agency obligations described in (1) and (2) above. The Fixed Income Underlying
Funds will not enter into a repurchase agreement with a duration of more than
seven days if, as a result, more than 10% of the value of the Underlying Funds'
total assets would be so invested. The Fixed Income Underlying Funds will invest
in repurchase agreements with banks having at least $1,000,000,000 in assets and
that are approved by the Investment Committee of the Advisor. The Advisor will
monitor the market value of the underlying securities plus any accrued interest
thereon so that they will at least equal the repurchase price.

7. Foreign Government and Agency Obligations-- Bills, notes, bonds and
other debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

9. Foreign Issuer Obligations-- Debt securities of non-U.S. issuers rated
AA or better by S&P or Aa2 or better by Moody's.

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

11. Money Market Funds--The Fixed Income Underlying Funds may invest in
affiliated and unaffiliated unregistered money market funds. DFA Selectively
Hedged Global Fixed Income Portfolio may also invest in affiliated and
unaffiliated registered money market funds. Investments in money market funds
may involve a duplication of certain fees and expenses.

Investments in the Banking Industry

The DFA Two-Year Global Fixed Income Series and DFA Selectively Hedged
Global Fixed Income Portfolio will invest more than 25% of their total
respective assets in obligations of U.S. and foreign banks and bank holding
companies ("banking industry securities") when the yield to maturity on eligible
portfolio investments in banking industry securities as a group generally
exceeds the yield to maturity on all other eligible portfolio investments as a
group generally for a period of five consecutive days when the NYSE is open for
trading. For purposes of this policy, the Advisor considers eligible portfolio
investments to be those securities that are on the Advisor's then current buy
list that are available for purchase. This policy can only be changed by a vote
of shareholders. When investment in such obligations exceeds 25% of the total
net assets of any of The DFA Two-Year Global Fixed Income Series or the DFA
Selectively Hedged Global Fixed Income Portfolio such Underlying Fund will be
considered to be concentrating its investments in the banking industry. Once The
DFA Two-Year Global Fixed Income Series or the DFA Selectively Hedged Global
Fixed Income Portfolio concentrates its investments in the banking industry, the
Underlying Fund may remain concentrated in the banking industry until the
purchase of new investments in the normal course of executing its investment
strategy result in less than 25% of the its total assets consisting of banking
industry securities.

As of the date of this SAI, the DFA Selectively Hedged Global Fixed Income
Portfolio and the DFA Two-Year Global Fixed Income Series are concentrating
their investments in the banking industry.

The types of bank and bank holding company obligations in which the DFA
Two-Year Global Fixed Income Series and DFA Selectively Hedged Global Fixed
Income Portfolio may invest include: dollar-denominated certificates of deposit,
bankers' acceptances, commercial paper and other debt obligations issued in the
United States and which mature within two years of the date of settlement,
provided such obligations meet Underlying Fund's established credit rating
criteria as stated in its registration statement. In addition, both Underlying
Funds are authorized to invest more than 25% of their total assets in Treasury
bonds, bills and notes and obligations of federal agencies and
instrumentalities. The DFA Selectively Hedged Global Fixed Income Portfolio also
may invest in non-dollar denominated certificates.

BROKERAGE COMMISSIONS

The following discussion relates to the policies of the Underlying Funds
with respect to brokerage commissions. The Portfolios will not incur any
brokerage costs in connection with their purchase or redemption of shares of the
Underlying Funds.

The Fixed Income Underlying Funds acquire and sell securities on a net
basis with dealers that are major market makers in such securities. The
Investment Committee of the Advisor selects dealers on the basis of their size
and market making ability. When executing portfolio transactions, the Advisor
seeks to obtain the most favorable price for the securities being traded among
the dealers with whom the Fixed Income Underlying Funds effect transactions.

Portfolio transactions will be placed with a view to seeking the best price
and execution. The Underlying Funds will seek to acquire and dispose of
securities in a manner which would cause as little fluctuation in the market
prices of stocks being purchased or sold as possible in light of the size of the
transactions being effected, and brokers will be selected with this goal in
view. The Advisor monitors the performance of brokers which effect transactions
for the Underlying Funds to determine the effect that their trading has on the
market prices of the securities in which the Underlying Funds invest. The
Advisor also checks the rate of commission being paid by the Underlying Funds to
their brokers to ascertain that the rates are competitive with those charged by
other brokers for similar services.

Transactions also may be placed with brokers who provide the Advisor or the
sub-advisors with investment research, such as reports concerning individual
issuers, industries and general economic and financial trends and other research
services. The investment advisory agreements of the Underlying Funds permit the
Advisor knowingly to pay commissions on these transactions that are greater than
another broker, dealer or exchange member might charge if the Advisor, in good
faith, determines that the commissions paid are reasonable in relation to the
research or brokerage services provided by the broker or dealer when viewed in
terms of either a particular transaction or the Advisor's overall
responsibilities to the accounts under its management. Research services

furnished by brokers through whom securities transactions are effected may be
used by the Advisor in servicing all of its accounts and not all such services
may be used by the Advisor with respect to the Underlying Funds.

Subject to seeking best price and execution, transactions may be placed
with brokers that have assisted in the sale of Portfolio shares. The Advisor,
however, pursuant to policies and procedures approved by the Boards of
Trustees/Directors of the Fund and DFAITC, is prohibited from selecting brokers
and dealers to effect a 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 a Portfolio or any other registered investment companies.

Companies eligible for purchase by the U.S. Core Equity 1 Portfolio, the
U.S. Core Equity 2 Portfolio and the DFA Real Estate Securities 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 Underlying Funds with market makers, third
market brokers, electronic communications networks ("ECNs") and with brokers on
an agency basis. Third market brokers enable the Advisor to trade with other
institutional holders directly on a net basis. This allows the Advisor to
sometimes trade larger blocks than would be possible by going through a single
market maker.

ECNs, such as Instinet, are electronic information and communication
networks whose subscribers include most market makers and many institutions.
Such ECNs charge a commission for each trade executed on their systems. For
example, on any given trade, an Underlying Fund, by trading through an ECN,
could pay a spread to a dealer on the other side of the trade plus a commission
to the ECN. However, placing a buy (or sell) order on an ECN communicates to
many (potentially all) market makers and institutions at once. This can create a
more complete picture of the market and thus increase the likelihood that the
Underlying Funds can effect transactions at the best available prices.

FUTURES CONTRACTS

All Underlying Funds may enter into futures contracts and options on
futures contracts. Such Underlying Funds may enter into futures contracts and
options on future contracts to gain market exposure on the Underlying Fund's
uninvested cash pending investments in securities and to maintain liquidity to
pay redemptions.

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of defined securities at a specified future
time and at a specified price. Futures contracts which are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. The Underlying Funds will be required to make a margin deposit in
cash or government securities with a futures commission merchant (an "FCM") to
initiate and maintain positions in futures contracts. Minimal initial margin
requirements are established by the futures exchange and FCMs may establish
margin requirements which are higher than the exchange requirements. After a
futures contract position is opened, the value of the contract is marked to
market daily. If the futures contract price changes to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin to be held by the FCM will be required. Conversely, reduction
in the contract value may reduce the required margin resulting in a repayment of
excess margin to the custodial accounts of the Underlying Fund. Variation margin
payments are made to and from the futures broker for as long as the contract
remains open. The Underlying Funds expect to earn income on their margin
deposits. Each Underlying Fund intends to limit its futures-related investment
activity so that other than with respect to bona fide hedging activity (as
defined in Commodity Futures Trading Commission ("CFTC") General Regulations
Section 1.3 (z)): (i) the aggregate initial margin and premiums paid to
establish commodity futures and commodity option contract positions (determined
at the time the most recent position was established) do not exceed 5% of the
liquidation value of an Underlying Fund's portfolio, after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into (provided that, in the case of an option that is in-the-money at the time
of purchase, the in-the-money amount may be excluded in calculating such 5%
limitation) or (ii) the aggregate net "notional value" (i.e., the size of a
commodity futures or commodity option contract in contract units (taking into
account any multiplier specified in the contract), multiplied by the current
market price (for a futures contract) or strike price (for an option contract)
of each such unit) of all non-hedge commodity futures and commodity option
contracts that an Underlying Fund has entered into (determined at the time the
most recent position was established)

does not exceed the liquidation value of an Underlying Fund's portfolio, after
taking into account unrealized profits and unrealized losses on any such
contracts that an Underlying Fund has entered into.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Underlying Fund would continue to be
required to make variation margin deposits. In such circumstances, if the
Underlying Fund has insufficient cash, it might have to sell portfolio
securities to meet daily margin requirements at a time when it might be
disadvantageous to do so. Management intends to minimize the possibility that it
will be unable to close out a futures contract by only entering into futures
which are traded on national futures exchanges and for which there appears to be
a liquid secondary market. Pursuant to published positions of the Securities and
Exchange Commission ("Commission") and interpretations of the staff of the
Commission, the Underlying Funds (or their custodians) are required to maintain
segregated accounts or to segregate assets through notations on the books of the
custodian, consisting of liquid assets (or, as permitted under applicable
interpretations, enter into offsetting positions) in connection with their
futures contract transactions in order to cover their obligations with respect
to such contracts. These requirements are designed to limit the amount of
leverage the Underlying Funds may use by entering into futures transactions.

FORWARD FOREIGN CURRENCY TRANSACTIONS

The International Equity Underlying Funds and Fixed Income Underlying Funds
may acquire and sell forward foreign currency exchange contracts in order to
protect against uncertainty in the level of future foreign currency exchange
rates. The Underlying Funds will conduct their foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days (usually less than one year)
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank market
conducted directly between traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference (the spread) between the price at which they are buying and
selling various currencies.

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

The Fixed Income Underlying Funds may enter into forward foreign currency
contracts to hedge against fluctuations in currency exchange rates or to
transfer balances from one currency to another currency. A Fixed Income
Underlying Fund may enter into a forward contract to buy or sell the amount of
foreign currency approximating the value of some or all of the portfolio
securities quoted or denominated in such foreign currency. The precise matching
of the forward contract amounts and the value of the securities involved will
not generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered into and the
date it expires. The DFA Two-Year Global Fixed Income Series and VA Global Bond
Portfolio typically hedge their foreign currency exposure. DFA Selectively
Hedged Global Fixed Income Portfolio may hedge the currency exposure of its
foreign securities or leave some or all of the currency exposure unhedged.

CASH MANAGEMENT PRACTICES

The Portfolio and Underlying Funds engage in cash management practices in
order to earn income on uncommitted cash balances. Generally, cash is
uncommitted pending investment in other securities, payment of redemptions or in
other circumstances where the Advisor believes liquidity is necessary or
desirable. For example,

in the case of the Emerging Markets Underlying Funds, cash investments may be
made for temporary defensive purposes during periods in which market, economic
or political conditions warrant.

All the Underlying Funds may invest cash in short-term repurchase
agreements. In addition, the following cash investments are permissible for the
Portfolio and Underlying Funds:

------------------------------------------------- -------------------------------------------------- ---------------
Portfolio Permissible Cash Investments* Percentage
Guidelines**
------------------------------------------------- -------------------------------------------------- ---------------
DFA VA Global Moderate Allocation Portfolio U.S. government securities, repurchase 20%
agreements and short-term paper; affiliated and
unaffiliated registered and unregistered money
market funds***
------------------------------------------------- -------------------------------------------------- ---------------

------------------------------------------------- -------------------------------------------------- ---------------
Underlying Funds Permissible Cash Investments* Percentage
Guidelines**
------------------------------------------------- -------------------------------------------------- ---------------
U.S. Core Equity 1 Portfolio High quality, highly liquid fixed income 20%
U.S. Core Equity 2 Portfolio securities, such as money market instruments;
International Core Equity Portfolio index futures contracts and options thereon;
affiliated and unaffiliated registered and
unregistered money market funds***
------------------------------------------------- -------------------------------------------------- ---------------
DFA Real Estate Securities Portfolio Fixed income obligations such as money market 20%
instruments; index futures contracts and options
thereon; affiliated and unaffiliated
unregistered money market funds***
------------------------------------------------- -------------------------------------------------- ---------------
Emerging Markets Core Equity Portfolio Money market instruments; highly liquid debt 20%
securities; freely convertible currencies; index
futures contracts and options thereon;
affiliated and unaffiliated registered and
unregistered money market funds***
------------------------------------------------- -------------------------------------------------- ---------------

* With respect to fixed income instruments, except in connection with
corporate actions, the Portfolios and Underlying Funds will invest in fixed
income instruments 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.

** The percentage guidelines set forth above are not absolute limitations but
the Portfolios and Underlying Funds do not expect to exceed these
guidelines under normal circumstances.

*** Investments in money market mutual funds may involve duplication of certain
fees and expenses.

CONVERTIBLE DEBENTURES

Each International Equity Underlying Fund may invest up to 5% of its assets
in convertible debentures issued by non-U.S. companies located in the countries
where the Underlying Fund is permitted to invest. Convertible debentures include
corporate bonds and notes that may be converted into or exchanged for common
stock. These securities are generally convertible either at a stated price or a
stated rate (that is, for a specific number of shares of common stock or other
security). As with other fixed income securities, the price of a convertible
debenture to some extent varies inversely with interest rates. While providing a
fixed income stream (generally higher in yield than the income derived from a
common stock but lower than that afforded by a 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 it 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, an
Underlying Fund may be required to pay for a convertible debenture an amount in
excess of the value of the underlying common stock. Common stock acquired by an
Underlying Fund upon conversion of a convertible debenture will generally be
held for as long as the Advisor

anticipates such stock will provide the Underlying Fund with opportunities which
are consistent with the Underlying Fund's investment objective and policies.

EXCHANGE TRADED FUNDS

U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, International
Core Equity Portfolio and the Emerging Markets Core Equity Portfolio may also
invest in Exchange Traded Funds ("ETFs") and similarly structured pooled
investments for the purpose 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 similar to a publicly traded company. The risks
and costs of investing in ETFs are comparable to investing in a publicly traded
company. The goal of an ETF is to correspond generally to the price and yield
performance, before fees and expenses, of its underlying index. The risk of not
correlating to the index is an additional risk to the investors of ETFs. When an
Underlying Fund invests in an ETF, shareholders of the Underlying Fund
(including the Portfolio) bear their proportionate share of the underlying ETF's
fees and expenses.

DIRECTORS AND OFFICERS

Directors

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

The Board has two standing committees, the Audit Committee and the
Portfolio Performance and Service Review Committee (the "Performance
Committee"). The Audit Committee is comprised of George M. Constantinides, Roger
G. Ibbotson, and Abbie J. Smith. Each member of the Audit Committee is a
disinterested Director. The Audit Committee of 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 __
Audit Committee meetings for the Fund held during the fiscal year ended October
31, 2008.

The Performance Committee is comprised of Messrs. Constantinides and
Ibbotson, Ms. Smith, John P. Gould, Myron S. Scholes, and Robert C. Merton. The
Performance Committee regularly reviews and monitors the investment performance
of the Fund's series, including the Portfolios, and reviews the performance of
the Fund's service providers. There were __ Performance Committee meetings held
during the fiscal year ended October 31, 2008.

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

--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
Name, Address and Position Term of Principal Occupation During Past 5 Years Portfolios Other
Age Office(1) within the Directorships
and DFA Fund of Public
Length of Complex(2) Companies Held
Service Overseen
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
George M. Director Since 1983 Leo Melamed Professor of Finance, 96
Constantinides Graduate School of Business, University portfolios
Graduate School of of Chicago. in 4
Business, investment
University of companies
Chicago
5807 S. Woodlawn
Avenue
Chicago, IL 60637
Age: 61
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
John P. Gould Director Since 1986 Steven G. Rothmeier Distinguished 96 Trustee,
Graduate School of Service Professor of Economics, Graduate portfolios Harbor Fund
Business, School of Business, University of Chicago in 4 (registered
University of (since 1965). Member of the Board of investment investment
Chicago Milwaukee Insurance Company (since 1997). companies company) (14
5807 S. Woodlawn Member Competitive Markets Advisory Portfolios)
Avenue Committee, Chicago Mercantile Exchange (since 1994).
Chicago, IL 60637 (futures trading exchange) (since 2004).
Age: 69 Formerly, Director of UNext Inc. (1999 -
2006). Formerly, Senior Vice President,
Lexicon Inc. (economics, law, strategy,
and finance consulting) (1994 - 2004).
Formerly, President, Cardean University
(division of UNext) (1999 - 2001).
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
Roger G. Ibbotson Director Since 1981 Professor in Practice of Finance, Yale 96
Yale School of School of Management (since 1984). portfolios
Management Director, BIRR Portfolio Analysis, Inc. in 4
P.O. Box 208200 (software products) (since 1990). investment
New Haven, CT Consultant to Morningstar, Inc. (since companies
06520-8200 2006). Chairman, CIO and Partner, Zebra
Age: 65 Capital Management, LLC (hedge fund
manager) (since 2001). Formerly,
Chairman, Ibbotson Associates, Inc.,
Chicago, IL (software, data, publishing
and consulting) (1977 - 2006).
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
Robert C. Merton Director Since 2003 John and Natty McArthur University 96 Director,
Harvard Business Professor, Graduate School of Business portfolios Vical
School Administration, Harvard University (since in 4 Incorporated
353 Baker Library 1998). George Fisher Baker Professor of investment (biopharmaceutical
Soldiers Field Business Administration, Graduate School companies product
Boston, MA 02163 of Business Administration, Harvard development)
Age: 64 University (1988-1998). Co-founder, Chief (since 2002).
Science Officer and Director, Trinsum
Group, a successor to Integrated Finance
Limited (investment banking advice and
strategic consulting) (since 2002).
Director, MFRisk, Inc. (risk management
software) (since 2001). Director,
Peninsula Banking Group (bank) (since
2003). Director, Community First
Financial Group (bank holding company)
(since 2003). Advisory Board Member,
Alpha Simplex Group (hedge fund)
(2001-2007). Member Competitive Markets
Advisory Council, Chicago Mercantile
Exchange (futures trading exchange)
(since 2004). Formerly, Advisory Board
Member, NuServe (insurance software)
(2001-2003).
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------

--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
Myron S. Scholes Director Since 1981 Frank E. Buck Professor Emeritus of 96 Director,
Platinum Grove Finance, Stanford University (since portfolios American
Asset Management, 1981). Chairman, Platinum Grove Asset in 4 Century Fund
L.P. Management L.P. (hedge fund) (formerly, investment Complex
Reckson Executive Oak Hill Platinum Partners) (since 1999). companies (registered
Park Formerly, Managing Partner, Oak Hill investment
1100 King Street Capital Management (private equity firm) companies) (37
Building 4 (until 2004). Director, Chicago Portfolios)
Rye Brook, NY 10573 Mercantile Exchange (since 2001). (since 1981);
Age: 67 and Director,
Chicago
Mercantile
Exchange
Holdings Inc.
(since 2000).
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------
Abbie J. Smith Director Since 2000 Boris and Irene Stern Professor of 96 Director, HNI
Graduate School of Accounting, Graduate School of Business, portfolios Corporation
Business, University of Chicago (since 1980). in 4 (formerly known
University of Formerly, Marvin Bower Fellow, Harvard investment as HON
Chicago Business School (2001-2002). companies Industries
5807 S. Woodlawn Inc.) (office
Avenue furniture)
Chicago, IL 60637 (since 2000)
Age: 55 and Director,
Ryder System
Inc.
(transportation,
logistics and
supply-chain
management)
(since 2003).
--------------------- --------- ----------- ------------------------------------------- ------------- -----------------

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.

----------------- ----------- ---------- -------------------------------------------- ------------ -------------------
Name, Address Position Term of Principal Occupation During Past 5 Years Portfolios Other
and Age Office(1) within the Directorships
and DFA Fund of Public
Length of Complex(2) Companies Held
Service Overseen
----------------- ----------- ---------- -------------------------------------------- ------------ -------------------
David G. Booth Chairman, Since Chairman, Director/Trustee, President, 96
1299 Ocean Director, 1981 Chief Executive Officer and, formerly, portfolios
Avenue President Chief Investment Officer (2003 to in 4
Santa Monica, and Chief 3/30/2007) of the following companies: investment
CA 90401 Executive Dimensional Fund Advisors LP, DFA companies
Age: 61 Officer Securities Inc., Dimensional Emerging
Markets Value Fund Inc., the Fund,
Dimensional Investment Group Inc. and
DFAITC. Chairman, Director, President and
Chief Executive Officer of Dimensional
Holdings Inc. Director of Dimensional Fund
Advisors Ltd. and formerly, Chief
Investment Officer. Director and formerly,
Chief Investment Officer, of DFA Australia
Limited. Director of Dimensional Funds PLC
and Dimensional Funds II PLC. Limited
Partner, Oak Hill Partners and VSC
Investors, LLC. Director, University of
Chicago Business School. Formerly,
Director, SA Funds (registered investment
company). Chairman, Director and Chief
Executive Officer of Dimensional Fund
Advisors Canada Inc. Formerly, Director of
Assante Corporation (investment
management).
----------------- ----------- ---------- -------------------------------------------- ------------ -------------------

----------------- ----------- ---------- -------------------------------------------- ------------ -------------------
Name, Address Position Term of Principal Occupation During Past 5 Years Portfolios Other
and Age Office(1) within the Directorships
and DFA Fund of Public
Length of Complex(2) Companies Held
Service Overseen
----------------- ----------- ---------- -------------------------------------------- ------------ -------------------
Rex A. Director Since Director/Trustee (and prior to 2006, 96
Sinquefield 1981 Chairman, and prior to 2003, Chief portfolios
The Show Me Investment Officer) of the following in 4
Institute companies: Dimensional Fund Advisors LP, investment
7777 Bonhomme Dimensional Emerging Markets Value Fund companies
Ave., Suite 2150 Inc., the Fund, Dimensional Investment
Clayton, MO Group Inc. andDFAITC. Director of
63105 Dimensional Holdings Inc. Prior to 2006,
Age: 63 Director (and prior to 2003, Chief
Investment Officer) of DFA Australia
Limited and DFA Securities Inc. Prior to
2006, Director of Dimensional Fund
Advisors Ltd., Dimensional Funds PLC and
Dimensional Fund Advisors Canada Inc.
Trustee and Member of Investment
Committee, St. Louis University (since
2003). Life Trustee and Member of
Investment Committee, DePaul University.
Director, The German St. Vincent Orphan
Home. Member of Investment Committee,
Archdiocese of St. Louis. Trustee and
Member of Investment Committee, St. Louis
Art Museum (since 2005). President and
Director, The Show Me Institute (public
policy research) (since 2006). Trustee,
St. Louis Symphony Orchestra (since 2005).
Trustee, Missouri Botanical Garden (since
2005).
----------------- ----------- ---------- -------------------------------------------- ------------ -------------------

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

(2) Each Director is a director or trustee of each of the four registered
investment companies within the DFA Fund Complex, which include: the Fund;
Dimensional Investment Group Inc.; DFAITC; and Dimensional Emerging Markets
Value Fund Inc. Each Disinterested Director also serves on the Independent
Review Committee of the Dimensional Funds, mutual funds registered in the
provinces of Canada and managed by Dimensional Fund Advisors Canada Inc.,
an affiliate of the Advisor.

Information relating to each Director's ownership (including the ownership
of his or her immediate family) in the Portfolio and in all registered
investment companies in the DFA Fund Complex as of December 31, 2007, is set
forth in the chart below. Because the Portfolio has not yet commenced operations
prior to the date of this SAI, the Directors do not own any shares of the
Portfolio.

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

Set forth below is a table listing, for each Director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended October 31, 2008 and the total compensation received from all four
registered investment companies for which the Advisor served as investment
advisor during that same fiscal

year. The table also provides the compensation paid by the Fund to the Fund's
Chief Compliance Officer for the fiscal year ended October 31, 2008.

Name and Position Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits upon Compensation
from the Fund* Benefits as Part Retirement from the Fund
of Fund and DFA Fund
Expenses Complex Paid
to Directors+
--------------------------------------------------------------------------------------------------------------------
George M. Constantinides... $______ N/A N/A $______
Director
John P. Gould.............. $______ N/A N/A $______
Director
Roger G. Ibbotson.......... $______ N/A N/A $______
Director
Robert C. Merton........... $______ N/A N/A $______
Director
Myron S. Scholes........... $______ N/A N/A $______
Director
Abbie J. Smith............. $______ N/A N/A $______
Director
Christopher S. Crossan...... $______ 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
October 31, 2008 is as follows: $______ (Mr. Ibbotson); $______ (Mr.
Scholes); and $______ (Ms. Smith). A disinterested Director's deferred
compensation will be distributed at the earlier of: (a) January in the year
after the disinterested Director's resignation from the Boards of
Directors/Trustees of the DFA Funds, or death or disability, or (b) five
years following the first deferral, in such amounts as the disinterested
Director has specified. The obligations of the DFA Funds to make payments
under the Plan will be unsecured general obligations of the DFA Funds,
payable out of the general assets and property of the DFA Funds.

Officers

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

------------------------------ ---------------------- ---------- -----------------------------------------------------
Term of
Office(1)
and
Length
of
Name and Age Position Service Principal Occupation During Past 5 Years
------------------------------ ---------------------- ---------- -----------------------------------------------------
April Aandal Vice President Since Vice President of all the DFA Entities.
Age: 35 2008
------------------------------ ---------------------- ---------- -----------------------------------------------------
Darryl D. Avery Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 41 2005 institutional client service representative of
Dimensional Fund Advisors LP (June 2002 to January
2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Arthur H. Barlow Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 52 1993 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Scott A. Bosworth Vice President Since Vice President of all the DFA Entities. Regional
Age: 39 2007 Director of Dimensional Fund Advisors LP (since
November 1997).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Valerie A. Brown Vice President and Since Vice President and Assistant Secretary of all the
Age: 41 Assistant Secretary 2001 DFA Entities, DFA Australia Limited, Dimensional
Fund Advisors Ltd., and Dimensional Fund Advisors
Canada Inc.
------------------------------ ---------------------- ---------- -----------------------------------------------------
David P. Butler Vice President Since Vice President of all the DFA Entities. Director of
Age: 44 2007 US Financial Services of Dimensional Fund Advisors
LP (since January 2005). Formerly, Regional
Director of Dimensional Fund Advisors LP (January
1995 to January 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Patrick Carter Vice President Since Vice President of all the DFA Entities. Regional
Age: 46 2007 Director of Dimensional Fund Advisors LP (since
March 2006). Formerly, Director of Merrill Lynch
Retirement Group (December 1998 to March 2006).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Stephen A. Clark Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 36 2004 Portfolio Manager of Dimensional Fund Advisors LP
(April 2001 to April 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Robert P. Cornell Vice President Since Vice President of all the DFA Entities. Regional
Age: 59 2007 Director of Financial Services Group of Dimensional
Fund Advisors LP (since August 1993).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Christopher S. Crossan Vice President and Since Vice President and Chief Compliance Officer of all
Age: 42 Chief Compliance 2004 the DFA Entities. Formerly, Senior Compliance
Officer Officer of INVESCO Institutional, Inc. and its
affiliates (August 2000 to January 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
James L. Davis Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 51 1999 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Robert T. Deere Vice President Since Vice President of all the DFA Entities and DFA
Age: 50 1994 Australia Limited.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Robert W. Dintzner Vice President Since Vice President of all the DFA Entities. Prior to
Age: 38 2001 April 2001, marketing supervisor and marketing
coordinator for Dimensional Fund Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Kenneth Elmgren Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 54 2007 Managing Principal of Beverly Capital (May 2004 to
September 2006); Principal of Wydown Capital
(September 2001 to May 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Richard A. Eustice Vice President and Since Vice President and Assistant Secretary of all the
Age: 43 Assistant Secretary 1998 DFA Entities and DFA Australia Limited. Formerly,
Vice President of Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Eugene F. Fama, Jr. Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 47 1993 Vice President of DFA Australia Limited and
Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Gretchen A. Flicker Vice President Since Vice President of all the DFA Entities. Prior to
Age: 37 2004 April 2004, institutional client service
representative of Dimensional Fund Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Jed S. Fogdall Vice President Since Vice President of all the DFA Entities. Portfolio
Age: 34 2008 Manager for Dimensional Fund Advisors LP (since
September 2004). Prior to September 2004, Staff
Engineer at The Boeing Company (1997-2004);
Graduate Student at the University of California,
Los Angeles (2000-2003).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Glenn S. Freed Vice President Since Vice President of all the DFA Entities.
Age: 46 2001
------------------------------ ---------------------- ---------- -----------------------------------------------------
Mark R. Gochnour Vice President Since Vice President of all the DFA Entities. Regional
Age: 41 2007 Director of Dimensional Fund Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Henry F. Gray Vice President Since Vice President of all the DFA Entities. Prior to
Age: 40 2000 July 2000, Portfolio Manager of Dimensional Fund
Advisors LP. Formerly, Vice President of DFA
Australia Limited.
------------------------------ ---------------------- ---------- -----------------------------------------------------

------------------------------ ---------------------- ---------- ----------------------------------------------------
John T. Gray Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 34 2007 Regional Director of Dimensional Fund Advisors LP
(January 2005 to February 2007).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Darla Hastings Vice President Since Vice President of all the DFA Entities. Chief
Age: 53 2007 Marketing Officer of Dimensional Fund Advisors LP.
Formerly, Senior Vice President, Customer
Experience for Benchmark Assisted Living (May 2005
to April 2006); Executive Vice President and Chief
Marketing Officer of State Street Corporation
(September 2001 to October 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Joel H. Hefner Vice President Since Vice President of all the DFA Entities. Regional
Age: 40 2007 Director of Dimensional Fund Advisors LP (since
June 1998).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Julie C. Henderson Vice President and Since Vice President and Fund Controller of all the DFA
Age: 34 Fund Controller 2005 Entities. Formerly, Senior Manager at
PricewaterhouseCoopers LLP (July 1996 to April
2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Kevin B. Hight Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 40 2005 Regional Director of Dimensional Fund Advisors LP
(March 2003 to March 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Christine W. Ho Vice President Since Vice President of all the DFA Entities. Prior to
Age: 40 2004 April 2004, Assistant Controller of Dimensional
Fund Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Jeff J. Jeon Vice President Since Vice President of all the DFA Entities. Prior to
Age: 34 2004 April 2004, Counsel of Dimensional Fund Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------

Patrick M. Keating Vice President Since Vice President of all the DFA Entities and Chief
Age: 53 2003 Operating Officer of Dimensional Fund Advisors LP.
Director, Vice President, and Chief Privacy Officer
of Dimensional Fund Advisors Canada Inc. Director
of DFA Australia Limited.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Joseph F. Kolerich Vice President Since Vice President of all the DFA Entities. Portfolio
Age: 36 2004 Manager for Dimensional Fund Advisors LP (since
April 2001).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Michael F. Lane Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 41 2004 Vice President of Advisor Services at TIAA-CREF
(July 2001 to September 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Kristina M. LaRusso Vice President Since Vice President of all DFA Entities. Formerly,
Age: 33 2006 Operations Supervisor of Dimensional Fund Advisors
LP (March 2003 to December 2006).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Inmoo Lee Vice President Since Vice President of all DFA Entities. Associate
Age: 42 2007 Professor, Department of Finance and Accounting,
Business School, National University of Singapore
(7/2004 - present) Associate Professor, College of
Business Administration, Korea University (9/2001 -
5/2006).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Juliet H. Lee Vice President Since Vice President of all the DFA Entities. Human
Age: 37 2005 Resources Manager of Dimensional Fund Advisors LP
(since January 2004). Formerly, Assistant Vice
President for Metropolitan West Asset Management
LLC (February 2001 to December 2003).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Aaron M. Marcus Vice President and Since Vice President and Head of Global Human Resources
Age: 38 Head of Global Human 2008 of Dimensional Fund Advisors LP. Formerly, Global
Resources Head of Recruiting and Vice President of Goldman
Sachs & Co. (June 2006 to January 2008); Global
Co-Head of HR of the Equities & FICC Division, and
Vice President of Goldman Sachs & Co. (May 2005 to
May 2006); Head of Americas Campus Recruiting and
Vice President of Goldman Sachs & Co. (April 2003
to May 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
David R. Martin Vice President, Since Vice President, Chief Financial Officer and
Age: 51 Chief Financial 2007 Treasurer of Dimensional Fund Advisors LP.
Officer and Treasurer Director, Vice President, Chief Financial Officer
and Treasurer of Dimensional Fund Advisors Ltd. and
DFA Australia Limited. Chief Financial Officer,
Treasurer, and Vice President of Dimensional Fund
Advisors Canada Inc. Director of Dimensional Funds
PLC and Dimensional Funds II PLC. Formerly,
Executive Vice President and Chief Financial
Officer of Janus Capital Group Inc. (June 2005 to
March 2007); Senior Vice President of Finance at
Charles Schwab & Co., Inc. (March 1999 to May 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------

------------------------------ ---------------------- ---------- -----------------------------------------------------
Catherine L. Newell Vice President and Vice Vice President and Secretary of all the DFA
Age: 44 Secretary President Entities. Director, Vice President and Secretary of
since DFA Australia Limited. Director, Vice President and
1997 and Secretary of Dimensional Fund Advisors Ltd. (since
Secretary February 2002, April 1997, and May 2002,
since respectively). Vice President and Secretary of
2000 Dimensional Fund Advisors Canada Inc. Director of
Dimensional Funds PLC and Dimensional Funds II PLC
(since 2002 and 2006, respectively). Formerly,
Assistant Secretary of all DFA Entities and
Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Gerard K. O'Reilly Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 31 2007 Research Associate of Dimensional Fund Advisors LP
(2004 to 2006); Research Assistant in PhD program,
Aeronautics Department California Institute of
Technology (1998 to 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Carmen Palafox Vice President Since Vice President of all the DFA Entities. Operations
Age: 34 2006 Manager of Dimensional Fund Advisors LP (since May
1996).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Sonya K. Park Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 36 2005 Institutional client service representative of
Dimensional Fund Advisors LP (February 2002 to
January 2005).
------------------------------ ---------------------- ---------- -----------------------------------------------------
David A. Plecha Vice President Since Vice President of all the DFA Entities, DFA
Age: 46 1993 Australia Limited and Dimensional Fund Advisors Ltd.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Ted Randall Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 35 2008 Research Associate of Dimensional Fund Advisors LP
(2006 to 2008); Systems Developer of Dimensional
Fund Advisors LP (2001 to 2006).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Eduardo A. Repetto Vice President and Vice Chief Investment Officer (beginning March 2007) and
Age: 41 Chief Investment President Vice President of all the DFA Entities, DFA
Officer since Australia Limited and Dimensional Fund Advisors
2002 and Canada Inc. Formerly, Research Associate for
Chief Dimensional Fund Advisors LP (June 2000 to April
Investment 2002).
Officer
since
2007
------------------------------ ---------------------- ---------- -----------------------------------------------------
L. Jacobo Rodriguez Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 37 2005 Institutional client service representative of
Dimensional Fund Advisors LP (August 2004 to July
2005); Financial Services Analyst, Cato Institute
(September 2001 to June 2004); Book Review Editor,
Cato Journal, Cato Institute (May 1996 to June
2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
David E. Schneider Vice President Since Vice President of all the DFA Entities. Director of
Age: 62 2001 Institutional Services.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Ted R. Simpson Vice President Since Vice President of all the DFA Entities. Regional
Age: 40 2007 Director of Dimensional Fund Advisors (since
December 2002).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Bryce D. Skaff Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 33 2007 Regional Director of Dimensional Fund Advisors
(December 1999 to January 2007).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Grady M. Smith Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 52 2004 Portfolio Manager of Dimensional Fund Advisors LP
(August 2001 to April 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Carl G. Snyder Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 44 2000 Vice President of DFA Australia Limited.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Lawrence R. Spieth Vice President Since Vice President of all the DFA Entities. Prior to
Age: 60 2004 April 2004, Regional Director of Dimensional Fund
Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Bradley G. Steiman Vice President Since Vice President of all the DFA Entities and Director
Age: 35 2004 and Vice President of Dimensional Fund Advisors
Canada Inc.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Karen E. Umland Vice President Since Vice President of all the DFA Entities, DFA
Age: 42 1997 Australia Limited, Dimensional Fund Advisors Ltd.,
and Dimensional Fund Advisors Canada Inc.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Carol W. Wardlaw Vice President Since Vice President of all the DFA Entities. Prior to
Age: 50 2004 April 2004, Regional Director of Dimensional Fund
Advisors LP.
------------------------------ ---------------------- ---------- -----------------------------------------------------
Weston J. Wellington Vice President Since Vice President of all the DFA Entities. Formerly,
Age: 57 1997 Vice President of DFA Australia Limited.
------------------------------ ---------------------- ---------- -----------------------------------------------------

------------------------------ ---------------------- ---------- -----------------------------------------------------
Daniel M. Wheeler Vice President Since Vice President of all the DFA Entities. Prior to
Age: 63 2001 2001 and currently, Director of Global Financial
Advisor Services of Dimensional Fund Advisors LP.
Director of Dimensional Fund Advisors Ltd. (since
October 2003) and President of Dimensional Fund
Advisors Canada Inc. (since June 2003).
------------------------------ ---------------------- ---------- -----------------------------------------------------
W. Ryan Wiley Vice President Since Vice President of all the DFA Entities. Senior
Age: 32 2007 Trader of Dimensional Fund Advisors LP. Formerly,
Portfolio Manager (2006 to 2007) and Trader (2001
to 2006).
------------------------------ ---------------------- ---------- -----------------------------------------------------
Paul E. Wise Vice President Since Vice President of all the DFA Entities. Chief
Age: 53 2005 Technology Officer for Dimensional Fund Advisors LP
(since 2004). Formerly, Principal of Turnbuckle
Management Group (January 2002 to August 2004).
------------------------------ ---------------------- ---------- -----------------------------------------------------

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

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

SERVICES TO THE FUND

Administrative Services

PNC Global Investment Servicing (formerly, PFPC, Inc.) ("PNC Global"), 301
Bellevue Parkway, Wilmington, DE 19809, serves as the accounting services,
dividend disbursing, and transfer agent for the Portfolio and the Underlying
Funds. PFPC Inc. ("PFPC"), 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolios. The services provided by PNC Global 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 PNC Global, the Underlying
Funds pay PNC Global annual fees that are calculated daily and paid monthly
according to a fee schedule based on the aggregate average net 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 an Underlying Fund under the fee schedule are allocated to
each such Underlying Fund based on the Underlying Fund's pro-rata portion of the
aggregate average net assets of the Fund Complex.

The Portfolio is subject to a monthly fee of $1,000. The Underlying Funds
are also subject to certain monthly base fees. Each Domestic Equity Underlying
Fund is subject to a monthly base fee of $1,666 and each International Equity or
Fixed Income Underlying Fund is subject to a monthly base fee of $2,038.

The Portfolio and Underlying Funds also pay separate fees to PNC Global
with respect to the services PNC Global provides as transfer agent and dividend
disbursing agent.

Shareholder Services

Custodian

PFPC Trust Company, 301 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for the Portfolio.

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
and DFAITC. Its address is 2600 One Commerce Square, Philadelphia, PA
19103-7098.

Independent Registered Public Accounting Firm

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

ADVISORY FEES

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

Pursuant to a Fee Waiver and Expense Assumption Agreement for the
Portfolio, the Advisor has agreed to waive all or a portion of its management
fee and to assume the expenses of the Portfolio (including the Shareholder
Services Fees and the expenses that the Portfolio bears as a shareholder the
Underlying Funds, but excluding the expenses that the Portfolio incurs
indirectly through its investment in unaffiliated investment companies)
("Portfolio Expenses") to the extent necessary to limit the Portfolio Expenses
of the Portfolio to 0.45% of the Portfolio's average net assets on an annualized
basis (the "Expense Limitation Amount"). At any time that the Portfolio Expenses
of the Portfolio are less than the Portfolio's Expense Limitation Amount, the
Advisor retains the right to seek reimbursement for any fees previously waived
and/or expenses previously assumed to the extent that such reimbursement will
not cause the Portfolio's annualized Portfolio Expenses to exceed the
Portfolio's Expense Limitation Amount. The Portfolio is not obligated to
reimburse the Advisor for fees previously waived or expenses previously assumed
by the Advisor more than thirty-six months before the date of such
reimbursement. The Fee

Waiver and Expense Assumption Agreement will remain in effect for an initial
period until March 1, 2010, and then shall continue in effect from year to year
for one-year periods thereafter unless terminated by the Advisor.

As a shareholder of the Underlying Funds, the Portfolio pays its
proportionate share of the management fees paid to the Advisor by the Underlying
Funds.

PORTFOLIO MANAGERS

In accordance with the team approach used to manage the Portfolio, the
portfolio managers and portfolio traders implement the policies and procedures
established by the Investment Committee. The portfolio managers and portfolio
traders also make daily investment decisions regarding the Portfolio, including
running buy and sell programs based on the parameters established by the
Investment Committee. Stephen A. Clark and Robert T. Deere are the portfolio
managers that coordinates the efforts of all other portfolio managers with
respect to the day-to-day management of the Portfolio. Because the Portfolio had
not commenced operations prior to the date of this SAI, Mr. Clark and Mr. Deere
do not own any shares of the Portfolio.

Description of Compensation Structure

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

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

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

Portfolio managers may be awarded the right to purchase restricted shares
of the stock of the Advisor's general partner as determined from time to time by
the Board of Directors of the Advisor or its delegates. 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 managers manage: (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 managers have the primary responsibility for coordinating the
day-to-day management responsibilities:

Name of Portfolio Manager Number of Accounts Managed and Total
Assets by Category As of October 31, 2008
---------------------------------- -------------------------------------------------------------------------
Stephen A. Clark o U.S. registered mutual funds with $___ million in total assets
under management.

o unregistered pooled investment vehicles with $____ million in
total assets under management. Out of these unregistered pooled
investment vehicles, __ client with an investment of $__ million in
an unregistered pooled investment vehicle pays a performance-based
advisory fee.

o other accounts with $____ million in total assets under
management.
---------------------------------- -------------------------------------------------------------------------
Robert T. Deere o U.S. registered mutual funds with $____ million in total assets
under management.

o unregistered pooled investment vehicles with $___ million in total
assets under management. Out of these unregistered pooled
investment vehicles, __ client with an investment of $___ million
in an unregistered pooled investment vehicle pays a
performance-based advisory fee.

o other accounts with $_____ million in total assets under
management.
---------------------------------- -------------------------------------------------------------------------

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 a similar investment objective to the Portfolio or an
Underlying Fund, or may purchase, sell, or hold securities that are eligible to
be purchased, sold, or held by the Portfolio or an Underlying Fund. 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 Investment in an Account. A portfolio manager or his/her relatives may
invest in an Account that he or she manages and a conflict may arise where
he or she may therefore have an incentive to treat the Account in which the
portfolio manager or his/her relatives invest preferentially as compared to
the Portfolio or other Accounts for which he or she has portfolio
management responsibilities.

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

GENERAL INFORMATION

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

Pursuant to an exemptive order from the SEC, shares of the Portfolios may
be sold to registered separate accounts of various insurance companies offering
variable annuity and variable life products. At present, the Board of Directors
of the Fund does not foresee any disadvantage arising from the fact that each
Portfolio may offer its shares to separate accounts of various insurance
companies to serve as an investment vehicle for their variable separate
accounts. However, a material conflict could arise between the interest of the
different participating separate accounts. The Fund's Board of Directors would
monitor events in order to identify any material irreconcilable conflicts that
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts of interest. If such conflicts were to occur, one or
more insurance companies' separate accounts might be required to withdraw its
investments in one or more Portfolios, or shares of another Portfolio may be
substituted by the Fund. As a result, a Portfolio might be forced to sell a
portion of its securities at a disadvantageous price. In the event of such a
material conflict, the affected insurance companies agree to take any necessary
steps, including removing its separate account from the Portfolio if required by
law, to resolve the matter.

CODE OF ETHICS

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

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 shareholders entitled to
cast not less than a majority of the votes entitled to be case 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.

With regard to an Underlying Fund of DFAITC organized as a partnership for
federal tax purposes, if a majority shareholder of the Underlying Fund declares
bankruptcy, a majority in interest of the remaining shareholders in the
Underlying Fund must vote to approve the continuing existence of the Underlying
Fund or the Underlying Fund will be liquidated.

PRINCIPAL HOLDERS OF SECURITIES

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

PURCHASE AND REDEMPTION OF SHARES

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

The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve System is closed. However, no purchases by wire may be made on
any day that the Federal Reserve System is closed. The Fund will generally be
closed on days that the NYSE is closed. The NYSE is scheduled to be open Monday
through Friday throughout the year except for days closed to recognize New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day 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.

Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolio is minimal and, therefore,
the shares of the Portfolio are currently sold at net asset value, without
imposition of a reimbursement fee. Reimbursement fees may be charged
prospectively from time to time based upon the future experience of the
Portfolios. Any such charges will be described in the prospectus.

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

The Fund 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.

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.

TAXATION OF THE PORTFOLIO

The following is a summary of some of the federal income tax consequences
that may affect the Portfolio. Because shares of the Portfolio are sold only to
separate accounts of insurance companies, the tax consequences described below
are generally not applicable to an owner of a variable life or variable annuity
contract. If such contract owner should become subject to tax, such contract
owner should consider the tax implications of investing, and consult its own tax
adviser.

Special Rules Applicable to Variable Contracts

In order to comply with regulations under Section 817(h) of the Internal
Revenue Code (the "Code"), a Portfolio is required to diversify its investments
so that, on the last day of each quarter of a calendar year, no more than 55% of
the value of its assets is represented by any one investment, no more than 70%
is represented by any two investments, no more than 80% is represented by any
three investments, and no more than 90% is represented by any four investments.
Generally, all securities of the same issuer are treated as a single investment.

The Treasury Department may issue future pronouncements addressing the
circumstances in which a variable contract owner's control of the investments of
a separate account may cause the contract owner, rather than the insurance
company, to be treated as the owner of the assets held by the separate account.
If the contract owner is considered the owner of the separate account, income
and gains produced by those securities would be included currently in the
contract owner's gross income. It is not known what standards will be set forth
in any such pronouncements or when, if at all, these pronouncements may be
issued.

Reference should be made to the prospectus for the applicable contract for
more information regarding the federal income tax consequences to an owner of a
contract.

Effect of Foreign Investments

Certain Underlying Funds may invest in foreign securities and may be
subject to foreign withholding taxes on income from those securities. This, in
turn, could reduce the Portfolio's income dividends paid to shareholders.

An Underlying Fund may invest in securities of foreign entities that could
be deemed for tax purposes to be passive foreign investment companies (PFICs).
In general, a PFIC is any foreign corporation if 75% or more of its gross income
for its taxable year is passive income, or 50% or more of its average assets (by
value) are held for the production of passive income. When investing in PFIC
securities, an Underlying Fund 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 the
Underlying Fund has not sold the securities. In addition, if an Underlying Fund
is unable to identify an investment as a PFIC and thus does not make a
mark-to-market election, the Underlying Fund may be subject to U.S. federal
income tax (the effect of which might be mitigated by making a mark-to-market
election in a year prior to the sale) on a portion of any "excess distribution"
or gain from the disposition of such shares even if such income is distributed
as a taxable dividend by the Underlying Fund to its shareholders. Additional
charges in the nature of interest may be imposed on the Underlying Fund in
respect of deferred taxes arising from such distributions or gains.

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 Code. As a regulated investment company, the Portfolio
generally pays no federal income tax on the income and gains it distributes to
its shareholders. The Board of Directors reserves the right not to maintain the
qualification of a Portfolio as a regulated investment company if it determines
such a course of action to be beneficial to shareholders. If net long-term
capital gain is retained, a Portfolio would be taxed on the gain, and
shareholders would be notified that they are entitled to a credit or refund for
the tax paid by the Portfolio. If the Portfolio fails to qualify as a regulated
investment company, the Portfolio would be subject to federal, and possibly
state, corporate taxes on its taxable income and gains, and distributions to
shareholders would be taxed as qualified dividend income to the extent of such
Portfolio's earnings and profits.

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

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

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

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

Excise Tax Distribution Requirements

To avoid a 4% federal excise tax, the Code requires the Portfolio to make
certain minimum distributions by December 31 of each year. Federal excise taxes
will not apply to the Porfolio in a given calendar year, however, if all of its
shareholders (other than certain permitted shareholders) at all times during the
calendar year are segregated asset accounts of life insurance companies where
the shares are held in connection with variable products. For purposes of
determining whether the Portfolio qualifies for this exemption, any shares
attributable to an investment in the Portfolio made in connection with
organization of the Portfolio is disregarded as long as the investment doesn't
exceed $250,000.

Consent Dividends

The Portfolio may utilize consent dividend provisions of Section 565 of the
Code to make distributions. Provided that all shareholders agree in a consent
filed with the income tax return of the Portfolio to treat as a dividend the
amount specified in the consent, the amount will be considered a distribution
just as any other distribution paid in money and reinvested back into the
Portfolio.

Receipt of Excess Inclusion Income by the Portfolio

Income received by an Underling Fund from certain equity interests in
mortgage pooling vehicles is treated as "excess inclusion income." A Portfolio
may derive such income either as a result of its direct investment in such
interests or, indirectly, through its investment in REITs that hold such
interests or otherwise qualify as taxable mortgage pools. This income is
required to be allocated to by an Underlying Fund to the Portfolio and, in turn,
to the Portfolio's shareholders in proportion to dividends paid with the same
consequences as if such shareholders directly received the excess inclusion
income. In general, excess inclusion income (1) may not be offset with net
operating

losses, (2) represents unrelated business taxable income (UBTI) in the hands of
a tax-exempt shareholder that is subject to UBTI, and (3) is subject to a 30%
U.S. withholding tax to the extent such income is allocable to a shareholder who
is not a U.S. person, without regard to otherwise applicable exemptions or rate
reductions. A Portfolio must pay the tax on its excess inclusion income that is
allocable to "disqualified organizations," which are generally certain
cooperatives, governmental entities and tax-exempt organizations that are not
subject to tax on UBTI. To the extent that a Portfolio shares owned by a
disqualified organization are held in record name by a broker/dealer or other
nominee, the Portfolio must inform the broker/dealer or other nominee of the
excess inclusion income allocable to them and the broker/dealer or other nominee
must pay the tax on the portion of the Portfolio's excess inclusion income
allocable to them on behalf of the disqualified organizations.

This discussion of "Taxation of the Portfolios" is not intended or written
to be used as tax advice. The tax status of your investment in the Portfolios
depends upon the features of your variable life or variable annuity contract.
For further information, please refer to the prospectus of the insurance company
separate account that offers your contract.

PROXY VOTING POLICIES

The Board of Directors of the Fund has delegated the authority to vote
proxies for the portfolio securities held by the Portfolio to the Advisor in
accordance with the Proxy Voting Policies and Procedures (the "Voting Policies")
and Proxy Voting Guidelines ("Voting Guidelines") adopted by the Advisor. The
Voting Guidelines have been developed by Institutional Shareholder Services, an
independent third party service provider ("ISS"), except with respect to certain
matters for which the Adviser has modified the standard ISS voting guidelines. A
concise summary of the Voting Guidelines is provided in an Appendix to this SAI.

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

The Advisor votes (or refrains from voting) proxies in a manner consistent
with the best interests of the Portfolio as understood by the Advisor at the
time of the vote. Generally, the Advisor analyzes proxy statements on behalf of
the Portfolio in accordance with the Voting Policies and the Voting Guidelines.
Most proxies that the Advisor receives will be voted in accordance with the
Voting Guidelines. Since most proxies are voted in accordance with the Voting
Guidelines, it normally will not be necessary for the Advisor to make an actual
determination of how to vote a particular proxy, thereby largely eliminating
conflicts of interest for the Advisor during the proxy voting process. However,
the Proxy Policies do address the procedures to be followed if a conflict of
interest arises between the interests of the Portfolio and the interests of the
Advisor or its affiliates. If the Corporate Governance Committee member has
actual knowledge of a conflict of interest and recommends a vote contrary to the
Voting Guidelines, the Advisor, prior to voting, will fully disclose the
conflict to the Board of Directors of the Fund, or an authorized committee of
the Board, and vote the proxy in accordance with the direction of the Board or
its authorized committee.

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

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

With respect to non-U.S. securities, it is typically both difficult and
costly to vote proxies due to local regulations, customs, and other requirements
or restrictions. The Advisor does not vote proxies of non-U.S. companies if the
Advisor determines that the expected economic costs from voting outweigh the
anticipated economic benefit to the Portfolio associated with voting. The
Advisor determines whether to vote proxies of non-U.S. companies on a
portfolio-by-portfolio basis, and generally implements uniform voting procedures
for all proxies of companies in a country. The Advisor periodically reviews
voting logistics, including costs and other voting difficulties, on a
portfolio-by-portfolio and country-by-country basis, in order to determine if
there have been any material changes that would affect the Advisor's decision of
whether or not to vote. In the event the Advisor is made aware of and believes
an issue to be voted is likely to materially affect the economic value of the
Portfolio, that its vote is reasonably likely to influence the ultimate outcome
of the contest, and the expected benefits of voting the proxies exceed the
costs, the Advisor will make every reasonable effort to vote such proxies.

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

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

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

Disclosure of Holdings Information to Recipients. Each of the Advisor's
Chairman, Director of Institutional Services, Head of Portfolio Management and
Trading and General Counsel (together, the "Designated Persons") may authorize
disclosing non-public Holdings Information more frequently or at different
periods than as described above solely to those financial advisors, registered
accountholders, authorized consultants, authorized custodians, or third-party
data service providers (each a "Recipient") who: (i) specifically request the
more current

non-public Holdings Information, and (ii) execute a Use and Nondisclosure
Agreement (each a "Nondisclosure Agreement"). Each Nondisclosure Agreement
subjects the Recipient to a duty of confidentiality with respect to the
non-public Holdings Information, and prohibits the Recipient from trading based
on the non-public Holdings Information. Any non-public Holdings Information that
is disclosed shall not include any material information about the Portfolio's
trading strategies or pending portfolio transactions. The non-public Holdings
Information provided to a Recipient under a Nondisclosure Agreement, unless
indicated otherwise, is not subject to a time delay before dissemination.

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

Recipient Business Purpose Frequency
------------------------------------- ----------------------------------------------------- ------------------------
PFPC Trust Company Fund Custodian Daily
------------------------------------- ----------------------------------------------------- ------------------------
PNC Global Investment Servicing Fund Administrator, Accounting Agent, and Transfer Daily
Agent
------------------------------------- ----------------------------------------------------- ------------------------
PricewaterhouseCoopers LLP Independent registered public accounting firm Semi-annually
(based on fiscal year)
------------------------------------- ----------------------------------------------------- ------------------------
Pricing Service Vendor Fair value information services Daily
------------------------------------- ----------------------------------------------------- ------------------------

Citibank North American, Inc. Middle office operational support service provider Daily
to the Advisor

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

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

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

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

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

is authorized to make disclosure pursuant to the Policy if such disclosure is
otherwise in violation of the antifraud provisions of the federal securities
laws.

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

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

FINANCIAL STATEMENTS

Because the Portfolio had not commenced operations as of October 31, 2008,
the annual reports of the Fund for the fiscal year ended October 31, 2008 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 objective and policies,
characteristics and the quality of the portfolio and market conditions during
the time period indicated, and should not be considered to be representative of
what may be achieved in the future.

APPENDIX

U.S. Proxy Voting

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

1. AUDITORS

Auditor Ratification

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

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

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

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

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

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

o The tenure of the audit firm;

o The length of rotation specified in the proposal;

o Any significant audit-related issues at the company;

o The number of audit committee meetings held each year;

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

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

2. BOARD OF DIRECTORS

Voting on Director Nominees in Uncontested Elections

Vote AGAINST or WITHHOLD from individual directors who:

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

o Sit on more than six public company boards; *

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

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

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

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

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

________________

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

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

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

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

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

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

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

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

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

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

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

o The full board is less than majority independent.

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

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

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

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

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

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

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

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

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

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

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

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

Classification/Declassification of the Board

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

Cumulative Voting

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

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

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

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

Independent Chair (Separate Chair/CEO)

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

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

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

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

- approves information sent to the board;

- approves meeting agendas for the board;

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

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

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

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

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

o Two-thirds independent board;

o All independent key committees;

o Established governance guidelines;

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

o The company does not have any problematic governance issues.

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

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

Majority Vote Shareholder Proposals

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

Open Access

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

o The ownership threshold proposed in the resolution;

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

3. PROXY CONTESTS

Voting for Director Nominees in Contested Elections

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

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

o Management's track record;

o Background to the proxy contest;

o Qualifications of director nominees (both slates);

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

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

o Stock ownership positions.

Reimbursing Proxy Solicitation Expenses

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

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

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

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

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

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

4. TAKEOVER DEFENSES

Poison Pills

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

o Shareholders have approved the adoption of the plan; or

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

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

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

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

o A term of no more than three years;

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

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

Shareholder Ability to Call Special Meetings

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

Supermajority Vote Requirements

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

5. MERGERS AND CORPORATE RESTRUCTURINGS

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

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

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

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

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

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

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

6. STATE OF INCORPORATION

Reincorporation Proposals

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

o The reasons for reincorporating;

o A comparison of the governance provisions;

o Comparative economic benefits; and

o A comparison of the jurisdictional laws.

7. CAPITAL STRUCTURE

Common Stock Authorization

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

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

o Rationale;

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

o Absence of non-shareholder approved poison pill;

o Reasonable equity compensation burn rate;

o No non-shareholder approved pay plans; and

o Absence of egregious equity compensation practices.

Dual-Class Stock

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

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

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

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

Issue Stock for Use with Rights Plan

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

Preferred Stock

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

8. EXECUTIVE AND DIRECTOR COMPENSATION

Equity Compensation Plans

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

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

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

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

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

o The plan is a vehicle for poor pay practices.

Poor Pay Practices

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Director Compensation

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

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

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

o Vesting schedule or mandatory holding/deferral period:

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

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

o Mix between cash and equity:

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

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

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

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

Employee Stock Purchase Plans--Qualified Plans

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

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

o Offering period is 27 months or less; and

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

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

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

o Offering period is greater than 27 months; or

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

Employee Stock Purchase Plans--Non-Qualified Plans

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

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

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

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

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

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

Options Backdating

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

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

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

o Length of time of options backdating;

o Size of restatement due to options backdating;

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

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

Option Exchange Programs/Repricing Options

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

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

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

o Is this a value-for-value exchange?

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

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

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

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

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

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

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

Stock Plans in Lieu of Cash

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

Transfer Programs of Stock Options

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

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

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

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

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

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

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

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

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

Shareholder Proposals on Compensation

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

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

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

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

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

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

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

Pay for Superior Performance

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

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

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

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

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

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

Consider the following factors in evaluating this proposal:

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

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

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

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

Performance-Based Awards

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

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

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

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

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

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

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

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

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

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

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

Recoup Bonuses

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

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

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

Severance Agreements for Executives/Golden Parachutes

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

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

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

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

Supplemental Executive Retirement Plans (SERPs)

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

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

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) ISSUES

Consumer Lending

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

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

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

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

o Peer companies' policies to prevent abusive lending practices.

Pharmaceutical Pricing

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

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

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

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

Product Safety and Toxic Materials

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

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

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

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

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

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

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

o The current level of disclosure on this topic.

Climate Change

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

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

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

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

Greenhouse Gas Emissions

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

Political Contributions and Trade Associations Spending

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

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

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

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

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

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

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

Sustainability Reporting

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

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

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

Non-U.S. Proxy Voting

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

1. OPERATIONAL ITEMS

Financial Results/Director and Auditor Reports

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

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

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

Appointment of Auditors and Auditor Fees

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

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

o The auditors are being changed without explanation; or

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

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

Appointment of Internal Statutory Auditors

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

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

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

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

Allocation of Income

Vote FOR approval of the allocation of income, unless:

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

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

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

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

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

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

Lower Disclosure Threshold for Stock Ownership

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

Amend Quorum Requirements

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

Transact Other Business

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

2. BOARD OF DIRECTORS

Director Elections

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

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

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

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

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

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

o Employee or executive of the company;

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

Non-Independent Non-Executive Director (NED)

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

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

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

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

o Government representative;

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

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

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

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

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

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

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

o Former executive (5 year cooling off period);

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

Independent NED

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

Employee Representative

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

Footnotes:

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

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

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

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

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

Director Compensation

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

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

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

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

Discharge of Board and Management

Vote FOR discharge of the board and management, unless:

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

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

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

Director, Officer, and Auditor Indemnification and Liability Provisions

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

Vote AGAINST proposals to indemnify auditors.

Board Structure
Vote FOR proposals to fix board size.

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

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

3. CAPITAL STRUCTURE

Share Issuance Requests

General Issuances:

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

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

Specific Issuances:

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

Increases in Authorized Capital

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

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

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

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

Vote AGAINST proposals to adopt unlimited capital authorizations.

Reduction of Capital

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

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

Capital Structures

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

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

Preferred Stock

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

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

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

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

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

Debt Issuance Requests

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

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

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

Pledging of Assets for Debt

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

Increase in Borrowing Powers

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

Share Repurchase Plans

Vote FOR share repurchase plans, unless:

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

o The plan contains no safeguards against selective buybacks.

Reissuance of Shares Repurchased

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

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

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

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

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

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

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

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

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

Mandatory Takeover Bid Waivers

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

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

Expansion of Business Activities

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

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

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

Antitakeover Mechanisms

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

Shareholder Proposals

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

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

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

DFA INVESTMENT DIMENSIONS GROUP INC. (111/112)

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Articles of Incorporation.

(1) Articles of Restatement effective August 11, 2003 as filed with the
Maryland Secretary of State on August 11, 2003.
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 69/70 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 29, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) Investment Advisory Agreement.

(1) Investment Management Agreements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* International Vector Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 107/108 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 9, 2008.

(jj) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA Short-Term Extended Quality Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 110/111 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 2008.

(kk) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA Intermediate-Term Extended Quality Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 110/111 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 16, 2008.

(ll) Form of Investment Advisory Agreement between the Registrant and
DFA re: the:
* DFA VA Global Moderate Allocation Portfolio
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO-EX-99.d.1.ll.

(2) Sub-advisory Agreements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(s) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* DFA International Value ex Tobacco Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 108/109 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 23, 2008.

(t) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* DFA International Value ex Tobacco Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 108/109 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 23, 2008.

(u) Form of Sub-Advisory Agreement between the Registrant, DFA and
Dimensional Fund Advisors Ltd. re: the:
* International Vector Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 109/110 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 23, 2008.

(v) Form of Sub-Advisory Agreement between the Registrant, DFA and
DFA Australia Ltd. re: the:
* International Vector Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 109/110 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 23, 2008.

(e) Underwriting Contracts.

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

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

(g) Custodian Agreements.

(1) Custodian Agreement between the Registrant and PNC Bank, N.A.
(formerly Provident National Bank) dated June 19, 1989 re: the:
* Enhanced U.S. Large Company Portfolio;
* DFA Two-Year Corporate Fixed Income Portfolio; and
* DFA Two-Year Government Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 37/38 to Registration
Statement of the Registrant on form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 22, 1995.

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

(a) Addendum Number One

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

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

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

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

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

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

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

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

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

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

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

(h) Other Material Contracts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(3) Administration Agreements.
Administration Agreements between the Registrant and DFA.

(a) Dated January 6, 1993 re: the
* DFA One-Year Fixed Income Portfolio (formerly The DFA
Fixed Income Shares)
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 50/51 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 1999

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(4) Other.

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

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

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

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

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

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

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

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

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

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

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

(k) Form of Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA re:
* DFA International Value ex Tobacco Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 108/109 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: June 23, 2008.

(l) Form of Fee Waiver and Expense Assumption Agreement between the
Registrant and DFA re:
* International Vector Equity Portfolio
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 109/110 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 23, 2008.

(i) Legal Opinion.

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

(j) Other Opinions.

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

(k) Omitted Financial Statements.
Not applicable.

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

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

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

(1) Multiple Class Plan Pursuant to Rule 18f-3
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 95/96 to Registrant's
Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 10, 2007.

(o) Powers-of-Attorney.

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

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

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

(p) Codes of Ethics.

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

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

None.

ITEM 25. INDEMNIFICATION.

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

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

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

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

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

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

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

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

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

(b) The Sub-Advisor for the VA International Small Portfolio,
International Core Equity Portfolio, Emerging Markets Social Core
Equity Portfolio, DFA International Real Estate Securities Portfolio,
CSTG&E International Social Core Equity Portfolio, International
Sustainability Core 1 Portfolio, DFA Selectively Hedged Global Fixed
Income Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA
International Value Ex Tobacco Portfolio, T.A. World ex U.S. Core
Equity Portfolio, International Vector Equity Portfolio, DFA
Short-Term Extended Quality Portfolio and DFA Intermediate-Term
Extended Quality Portfolio, each a series of the Registrant, is
Dimensional Fund Advisors Ltd. ("DFAL"). DFAL has its principal place
of business is 7 Down Street London W1J7AJ, United Kingdom. Additional
information as to the DFAL and the directors and officers of DFAL is
included in the DFAL's Form ADV filed with the Commission (File No.
801-40136), which is incorporated herein by reference and sets forth
the officers and directors of DFAL and information as to any business,
profession, vocation or employment or a substantial nature engaged in
by those officers and directors during the past two years.

(c) The Sub-Advisor for the VA International Small Portfolio,
International Core Equity Portfolio, Emerging Markets Social Core
Equity Portfolio, DFA International Real Estate Securities Portfolio,
CSTG&E International Social Core Equity Portfolio, International
Sustainability Core 1 Portfolio, DFA Selectively Hedged Global Fixed
Income Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA
International Value Ex Tobacco Portfolio, T.A. World ex U.S. Core
Equity Portfolio and International Vector Equity Portfolio, DFA
Short-Term Extended Quality Portfolio and DFA Intermediate-Term
Extended Quality Portfolio, each a series of the Registrant, is DFA
Australia Limited ("DFA Australia"). DFA has its principal placed of
business is Level 43 Gateway, 1 MacQuarie Place, Sydney, New South
Wales 2000, Australia. Additional information as to DFA Australia and
the directors and officers of DFA Australia is included in DFA
Australia's Form ADV filed with the Commission (File No. 801-48036),
which is incorporated herein by reference and sets forth the officers
and directors of DFA Australia and information as to any business,
profession, vocation or employment or a substantial nature engaged in
by those officers and directors during the past two years.

ITEM 27. PRINCIPAL UNDERWRITERS.

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

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Scott A. Bosworth Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

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

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

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

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

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Kenneth Elmgren Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Mark R. Gochnour Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

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

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

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

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

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Joseph F. Kolerich Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Grady M. Smith Vice President Vice President
1299 Ocean Avenue
Santa Monica, CA 90401

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

---------------------------------------- -------------------------------- -------------------------------
Lawrence R. Spieth Vice President Vice President
10 South Wacker Drive
Suite 2275
Chicago, IL 60606

---------------------------------------- -------------------------------- -------------------------------
Bradley G. Steiman Vice President Vice President
Suite 910, 1055 West Hastings
Vancouver, B.C. V6E 2E9

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

---------------------------------------- -------------------------------- -------------------------------
Carol W. Wardlaw Vice President Vice President
10 South Wacker Drive
Suite 2275
Chicago, IL 60606

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

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

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

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

---------------------------------------- -------------------------------- -------------------------------
Dimensional Fund Advisors LP Shareholder
1299 Ocean Avenue
Santa Monica, CA 90401
---------------------------------------- -------------------------------- -------------------------------

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

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

PNC Global Investment Servicing 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 has duly caused
Post-Effective Amendment No. 111/112 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Monica, the State of California, as of the 9th day of October 2008.

DFA INVESTMENT DIMENSIONS GROUP INC.
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 111/112 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, October 9, 2008
David G. Booth Chairman and Chief
Executive Officer

/s/ Rex A. Sinquefield * Director October 9, 2008
Rex A. Sinquefield

/s/ David R. Martin * Chief Financial October 9, 2008
David R. Martin Officer, Treasurer
and Vice President

/s/ George M. Constantinides * Director October 9, 2008
George M. Constantinides

/s/ John P. Gould * Director October 9, 2008
John P. Gould

/s/ Roger G. Ibbotson * Director October 9, 2008
Roger G. Ibbotson

/s/ Robert C. Merton * Director October 9, 2008
Robert C. Merton

/s/ Myron S. Scholes * Director October 9, 2008
Myron S. Scholes

/s/ Abbie J. Smith * Director October 9, 2008
Abbie J. Smith

* By: /s/ Valerie A. Brown
Valerie A. Brown
Attorney-in-Fact (Pursuant to a Power-of-Attorney)

EXHIBIT INDEX

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

23(d)(1)(ll) EX-99.d.1.ll Form of Investment Advisory Agreement
between the Registrant and DFA re:
DFA VA Global Moderate Allocation
Portfolio