dfaitcposami020272012.htm

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APPENDIX

U.S. PROXY VOTING CONCISE GUIDELINES

Effective for Meetings on or after February 1, 2012

In order to provide greater analysis on certain shareholder meetings, the Advisor has elected to receive research reports for certain meetings, as indicated below, from Glass Lewis in addition to Institutional Shareholder Services, Inc. (“ISS”).

Specifically, if available, the Advisor may obtain research from Glass Lewis in addition to ISS for shareholder meetings in the following circumstances: (1) where the Advisor’s clients have a significant aggregate holding in the issuer and the meeting agenda contains proxies concerning: Anti-takeover Defenses or Voting Related Issues, Mergers and Acquisitions or Reorganizations or Restructurings, Capital Structure Issues, Compensation Issues or a proxy contest; or (2) where the Advisor in its discretion, has deemed that additional research is warranted.

Where research is obtained from Glass Lewis in accordance with these Guidelines, the Advisor will first review the research reports obtained from ISS and Glass Lewis. If the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Advisor will vote accordingly. If the recommendations contained in the research reports from ISS and Glass Lewis are inconsistent, the Advisor will vote in accordance with the ISS recommendation unless the Corporate Governance Committee determines that voting in accordance with the Glass Lewis recommendation is more consistent with the principle of preserving shareholder value.

Routine/Miscellaneous

Auditor Ratification

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

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

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;

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

Fees for non-audit services (“Other” fees) are excessive.

Non-audit fees are excessive if:

Non-audit (“other”) fees >audit fees + audit-related fees + tax compliance/preparation fees

Board of Directors

Voting on Director Nominees in Uncontested Elections

Votes on director nominees should be determined CASE-BY-CASE.

Four fundamental principles apply when determining votes on director nominees:

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1. Board Accountability

Board Responsiveness

Director Independence

Director Competence

1.	Board Accountability

Vote AGAINST1 or WITHHOLD from the entire board of directors (except new nominees2, who should be considered CASE-BY-CASE) for the following:

Problematic Takeover Defenses:

Classified Board Structure:

1.1.

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;

Director Performance Evaluation:

1.2.

The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s five-year total shareholder return and five-year operational metrics. Problematic provisions include but are not limited to:

A classified board structure;

A supermajority vote requirement;

Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections;

The inability of shareholders to call special meetings;

The inability of shareholders to act by written consent;

A dual-class capital structure; and/or

A non–shareholder- approved poison pill.

1 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

2 A “new nominee” is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a “new nominee” if he or she joined the board within 12 months prior to the upcoming shareholder meeting.

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Poison Pills:

1.3.

The company’s poison pill has a “dead-hand” or “modified dead-hand” feature. Vote WITHHOLD or AGAINST every year until this feature is removed;

1.4.

The board adopts a poison pill with a term of more than 12 months (“long-term pill”), or renews any existing pill, including any “short-term” pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote AGAINST or WITHHOLD votes from all nominees if the company still maintains a non-shareholder-approved poison pill. This policy applies to all companies adopting or renewing pills after the announcement of this policy (Nov. 19, 2009); or

1.5.

The board makes a material adverse change to an existing poison pill without shareholder approval.

Vote CASE-BY-CASE on all nominees if:

1.6.

The board adopts a poison pill with a term of 12 months or less (“short-term pill”) without shareholder approval, taking into account the following factors:

The date of the pill‘s adoption relative to the date of the next meeting of shareholders– i.e. whether the company had time to put the pill on ballot for shareholder ratification given the circumstances;

The issuer‘s rationale;

The issuer's governance structure and practices; and

The issuer's track record of accountability to shareholders.

Problematic Audit-Related Practices

Generally vote AGAINST or WITHHOLD from the members of the Audit Committee if:

1.7.

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

1.8.

The company receives an adverse opinion on the company’s financial statements from its auditor; or

1.9.

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 CASE-BY-CASE on members of the Audit Committee and potentially the full board if:

1.10.

Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted.

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Problematic Compensation Practices/Pay for Performance Misalignment

In the absence of an Advisory Vote on Executive Compensation ballot item, or, in egregious situations, vote AGAINST or WITHHOLD from the members of the Compensation Committee and potentially the full board if:

1.11.

There is a significant misalignment between CEO pay and company performance ( pay for performance );

1.12.

The company maintains significant problematic pay practices ;

1.13.

The board exhibits a significant level of poor communication and responsiveness to shareholders;

1.14.

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

1.15.

The company fails to fulfill the terms of a burn rate commitment made to shareholders.

Vote CASE-BY-CASE on Compensation Committee members (or, in exceptional cases, the full board) and the Management Say-on-Pay proposal if:

1.16.

The company's previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account:

The company's response, including:

Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;

Specific actions taken to address the issues that contributed to the low level of support;

Other recent compensation actions taken by the company;

Whether the issues raised are recurring or isolated;

The company's ownership structure; and

Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

Governance Failures

Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:

1.17.

Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company;

1.18.

Failure to replace management as appropriate; or

1.19.

Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

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2. Board Responsiveness

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

2.1.

The board failed to act on a shareholder proposal that received the support of a majority of the shares outstanding the previous year;

2.2.

The board failed to act on a shareholder proposal that received the support of a majority of shares cast in the last year and one of the two previous years;

2.3.

The board failed to act on takeover offers where the majority of shares are tendered;

2.4.

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 issue(s) that caused the high withhold/against vote; or

2.5.

The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency.

Vote CASE-BY-CASE on the entire board if:

2.6.

The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account:

The board's rationale for selecting a frequency that is different from the frequency that received a plurality;

The company's ownership structure and vote results;

ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and

The previous year's support level on the company's say-on-pay proposal.

3.	Director Independence

Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Categorization of Directors) when:

3.1.

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

3.2.

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

3.3.

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

3.4.

The full board Independent directors make up less than a majority of the directors.

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4. Director Competence

Attendance at Board and Committee Meetings:

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

4.1.

The company’s proxy indicates that not all directors attended 75 percent of the aggregate board and committee meetings, but fails to provide the required disclosure of the names of the director(s) involved.

Generally vote AGAINST or WITHHOLD from individual directors who:

4.2.

Attend less than 75 percent of the board and committee meetings (with the exception of new nominees). Acceptable reasons for director absences are generally limited to the following:

Medical issues/illness;

Family emergencies; and

Missing only one meeting.

These reasons for directors' absences will only be considered by ISS if disclosed in the proxy or another SEC filing. If the disclosure is insufficient to determine whether a director attended at least 75 percent of board and committee meetings in aggregate, vote AGAINST or WITHHOLD from the director.

Overboarded Directors:

Vote AGAINST or WITHHOLD from individual directors who:

4.3.

Sit on more than six public company boards3; or

4.4.

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.

Voting for Director Nominees in Contested Elections*

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

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

Management’s track record;

Background to the proxy contest;

Qualifications of director nominees (both slates);

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

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

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

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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Stock ownership positions.

Proxy Access4

ISS supports proxy access as an important shareholder right, one that is complementary to other best-practice corporate governance features. However, in the absence of a uniform standard, proposals to enact proxy access may vary widely; as such, ISS is not setting forth specific parameters at this time and will take a case-by-case approach in evaluating these proposals.

Vote CASE-BY-CASE on proposals to enact proxy access, taking into account, among other factors:

Company-specific factors; and

Proposal-specific factors, including:

The ownership thresholds proposed in the resolution (i.e., percentage and duration);

The maximum proportion of directors that shareholders may nominate each year; and

The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations.

Shareholder Rights & Defenses*

Exclusive Venue

Vote CASE-BY-CASE on exclusive venue proposals, taking into account:

Whether the company has been materially harmed by shareholder litigation outside its jurisdiction of incorporation, based on disclosure in the company’s proxy statement; and

Whether the company has the following good governance features:

An annually elected board;

A majority vote standard in uncontested director elections; and

The absence of a poison pill, unless the pill was approved by shareholders.

Poison Pills- Management Proposals to Ratify Poison Pill

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:

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

A term of no more than three years;

4 Dimensional will vote against binding proposals where the shareholder proponent(s) hold less than a 5% ownership interest in the company for companies included in the S&P 500 Index, or less than a 7.5% ownership interest in the company for all other companies. Where these ownership thresholds have been met by the shareholder proponent(s), Dimensional will vote in accordance with the recommendation of ISS.

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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

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.

In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

Poison Pills- Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)

Vote AGAINST proposals to adopt a poison pill for the stated purpose of protecting a company's net operating losses (“NOLs”) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.

Vote CASE-BY-CASE on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:

The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);

The value of the NOLs;

Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);

The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and

Any other factors that may be applicable.

Shareholder Ability to Act by Written Consent

Generally vote AGAINST management and shareholder proposals to restrict or prohibit shareholders' ability to act by written consent.

Generally vote FOR management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:

Shareholders' current right to act by written consent;

The consent threshold;

The inclusion of exclusionary or prohibitive language;

Investor ownership structure; and

Shareholder support of, and management's response to, previous shareholder proposals.

Vote CASE-BY-CASE on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:

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· An unfettered5 right for shareholders to call special meetings at a 10 percent threshold;

A majority vote standard in uncontested director elections;

No non-shareholder-approved pill; and

An annually elected board.

CAPITAL/RESTRUCTURING*

Common Stock Authorization

Vote FOR proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

Vote AGAINST proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.

Vote AGAINST proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.

Vote CASE-BY-CASE on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

Past Board Performance:

The company's use of authorized shares during the last three years

The Current Request:

Disclosure in the proxy statement of the specific purposes of the proposed increase;

Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and

The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns.

Preferred Stock Authorization

Vote FOR proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

Vote AGAINST proposals at companies with more than one class or series of preferred stock to increase the number of authorized shares of the class or series of preferred stock that has superior voting rights.

5 "Unfettered" means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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Vote CASE-BY-CASE on all other proposals to increase the number of shares of preferred stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:

Past Board Performance:

The company's use of authorized preferred shares during the last three years;

The Current Request:

Disclosure in the proxy statement of the specific purposes for the proposed increase;

Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request;

In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns; and

Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.

Dual Class Structure

Generally vote AGAINST proposals to create a new class of common stock unless:

The company discloses a compelling rationale for the dual-class capital structure, such as:

The company's auditor has concluded that there is substantial doubt about the company's ability to continue as a going concern; or

The new class of shares will be transitory;

The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and

The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.

Mergers and Acquisitions

Vote CASE –BY- CASE on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

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.

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

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.

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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.

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 CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases 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.

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.

COMPENSATION*

Executive Pay Evaluation

Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:

Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;

Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;

Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);

Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;

Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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Advisory Votes on Executive Compensation- Management Proposals (Management Say-on-Pay)

Vote CASE-BY-CASE on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.

Vote AGAINST Advisory Votes on Executive Compensation (Management Say-on-Pay – MSOP) if:

There is a significant misalignment between CEO pay and company performance ( pay for performance );

The company maintains significant problematic pay practices ;

The board exhibits a significant level of poor communication and responsiveness to shareholders.

Vote AGAINST or WITHHOLD from the members of the Compensation Committee and potentially the full board if:

There is no MSOP on the ballot, and an AGAINST vote on an MSOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;

The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast;

The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or

The situation is egregious.

Vote AGAINST an equity plan on the ballot if:

A pay for performance misalignment is found, and a significant portion of the CEO’s misaligned pay is attributed to non-performance-based equity awards, taking into consideration:

Magnitude of pay misalignment;

Contribution of non-performance-based equity grants to overall pay; and

The proportion of equity awards granted in the last three fiscal years concentrated at the named executive officer (NEO) level.

Primary Evaluation Factors for Executive Pay

Pay- for-Performance Evaluation

ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 index, this analysis considers the following:

Peer Group6 Alignment:

6 The peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for financial firms), and GICS industry group, via a process designed to select peers that are closest to the subject company, and where the subject company is close to median in revenue/asset size. The relative alignment evaluation will consider the company’s rank for both pay and TSR within the peer group (for one- and three-year periods) and the CEO’s pay relative to the median pay level in the peer group.

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• The degree of alignment between the company's TSR rank and the CEO's total pay rank within a peer group, as measured over one-year and three-year periods (weighted 40/60);

• The multiple of the CEO's total pay relative to the peer group median.

Absolute Alignment: The absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.

If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of non-Russell 3000 index companies, misaligned pay and performance are otherwise suggested, analyze the following qualitative factors to determine how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:

The ratio of performance- to time-based equity awards;

The ratio of performance-based compensation to overall compensation;

The completeness of disclosure and rigor of performance goals;

The company's peer group benchmarking practices;

Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers;

Special circumstances related to, for example, a new CEO in the prior fiscal year or anomalous equity grant practices (e.g., biennial awards); and

Any other factors deemed relevant.

Problematic Pay Practices

The focus is on executive compensation practices that contravene the global pay principles, including:

Problematic practices related to non-performance-based compensation elements;

Incentives that may motivate excessive risk-taking; and

Options Backdating.

Problematic Pay Practices related to Non-Performance-Based Compensation Elements

Pay elements that are not directly based on performance are generally evaluated CASE-BY-CASE considering the context of a company's overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS' Compensation FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);

Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting;

New or extended agreements that provide for:

CIC payments exceeding 3 times base salary and average/target/most recent bonus;

CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers);

CIC payments with excise tax gross-ups (including "modified" gross-ups).

Incentives that may Motivate Excessive Risk-Taking

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· Multi-year guaranteed bonuses;

A single or common performance metric used for short- and long-term plans;

Lucrative severance packages;

High pay opportunities relative to industry peers;

Disproportionate supplemental pensions; or

Mega annual equity grants that provide unlimited upside with no downside risk.

Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.

Options Backdating

The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:

Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

Duration of options backdating;

Size of restatement due to options backdating;

Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and

Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future.

Board Communications and Responsiveness

Consider the following factors CASE-BY-CASE when evaluating ballot items related to executive pay on the Board’s responsiveness to investor input and engagement on compensation issues:

Failure to respond to majority-supported shareholder proposals on executive pay topics; or

Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:

The company's response, including:

Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;

Specific actions taken to address the issues that contributed to the low level of support;

Other recent compensation actions taken by the company;

Whether the issues raised are recurring or isolated;

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The company's ownership structure; and

Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

Frequency of Advisory Vote on Executive Compensation (Management "Say on Pay")

Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs.

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

Vote CASE-BY-CASE on proposals to approve the company's golden parachute compensation, consistent with ISS' policies on problematic pay practices related to severance packages. Features that may lead to a vote AGAINST include:

Recently adopted or materially amended agreements that include excise tax gross-up provisions (since prior annual meeting);

Recently adopted or materially amended agreements that include modified single triggers (since prior annual meeting);

Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as the acceleration of performance-based equity despite the failure to achieve performance measures;

Single-trigger vesting of equity based on a definition of change in control that requires only shareholder approval of the transaction (rather than consummation);

Potentially excessive severance payments;

Recent amendments or other changes that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders;

In the case of a substantial gross-up from pre-existing/grandfathered contract: the element that triggered the gross-up (i.e., option mega-grants at low point in stock price, unusual or outsized payments in cash or equity made or negotiated prior to the merger); or

The company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. ISS would view this as problematic from a corporate governance perspective.

In cases where the golden parachute vote is incorporated into a company's separate advisory vote on compensation ("management "say on pay"), ISS will evaluate the "say on pay" proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.

Equity-Based and Other Incentive Plans*

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

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

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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The plan expressly permits repricing;

A pay-for-performance misalignment is found;

The company’s three year burn rate exceeds the burn rate cap of its industry group;

The plan has a liberal change-of-control definition; or

The plan is a vehicle for problematic pay practices.

Social/Environmental Issues

Overall Approach

Generally vote FOR the management’s recommendation on shareholder proposals involving social/ environmental issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.

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APPENDIX

2012 INTERNATIONAL PROXY VOTING SUMMARY GUIDELINES±

Effective for Meetings on or after February 1, 2012

1. OPERATIONAL ITEMS

Financial Results/Director and Auditor Reports

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

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

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 (re)election of auditors and/or proposals authorizing the board to fix auditor fees, unless:

There are serious concerns about the procedures used by the auditor;

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

External auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company;

Name of the proposed auditors has not been published;

The auditors are being changed without explanation; or

Fees for non‐audit services exceed standard annual audit‐related fees (only applies to companies on the MSCI EAFE index and/or listed on any country main index).

± This is a summary of the majority of International Markets, however, certain countries and/or markets, including Canada, Western Europe, Australia, New Zealand and China have separate policies which are generally consistent with the principles reflected in this summary but are modified to reflect issues such as those related to customs, disclosure obligations and legal structures of the relevant jurisdiction.

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In circumstances where fees for non‐audit services include fees related to significant one‐time capital structure events (initial public offerings, bankruptcy emergencies, and spinoffs) and the company makes public disclosure of the amount and nature of those fees, which are an exception to the standard "non‐audit fee" category, then such fees may be excluded from the non‐audit fees considered in determining the ratio of non‐audit to audit fees.

For concerns related to the audit procedures, independence of auditors, and/or name of auditors, ISS may recommend AGAINST the auditor (re)election. For concerns related to fees paid to the auditors, ISS may recommend AGAINST remuneration of auditors if this is a separate voting item; otherwise ISS may recommend AGAINST the auditor election.

Appointment of Internal Statutory Auditors

Vote FOR the appointment or (re)election of statutory auditors, unless:

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

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

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:

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

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.

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2. BOARD OF DIRECTORS

Director Elections

Vote FOR management nominees in the election of directors, unless:

Adequate disclosure has not been provided in a timely manner;

There are clear concerns over questionable finances or restatements;

There have been questionable transactions with conflicts of interest;

There are any records of abuses against minority shareholder interests; or

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

Vote on a CASE-BY-CASE basis for contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, determining which directors are best suited to add value for shareholders.*

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.

Under extraordinary circumstances, vote AGAINST individual directors, members of a committee, or the entire board, due to:

Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company;

Failure to replace management as appropriate; or

Egregious actions related to a director's service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

ISS Classification of Directors - International Policy 2011

Executive Director

·Employee or executive of the company;

·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)

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

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

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

·Any director who is nominated by a dissenting significant shareholder, unless there is a clear lack of material[5] connection

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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with the dissident, either currently or historically;

·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);

·Government representative;

·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;

·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]);

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

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

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

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

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

·Former executive (5 year cooling off period);

·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]

·Any additional relationship or principle considered to compromise independence under local corporate governance best practice guidance.

Independent NED

·No material[5] connection, either directly or indirectly, to the company (other than a board seat) or the dissenting significant shareholder.

Employee Representative

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

Footnotes:

[1] “Relative” follows the 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] A business relationship may be material if the transaction value (of all outstanding transactions) entered into between the company and the company or organization with which the director is associated is equivalent to either 1 percent of the company's turnover or 1 percent of the turnover of the company or organization with which the director is associated. OR, A business relationship may be material if the transaction value (of all outstanding financing operations) entered into between the company and the company or organization with which the director is associated is more than 10 percent of the company's shareholder equity or the transaction value, (of all outstanding financing operations), compared to the company's total assets, is more than 5 percent.

[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.

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[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.

Contested Director Elections*

For contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, ISS will make its recommendation on a case-by-case basis, determining which directors are best suited to add value for shareholders.

The analysis will generally be based on, but not limited to, the following major decision factors:

Company performance relative to its peers;

Strategy of the incumbents versus the dissidents;

Independence of directors/nominees;

Experience and skills of board candidates;

Governance profile of the company;

Evidence of management entrenchment;

Responsiveness to shareholders;

Whether a takeover offer has been rebuffed;

Whether minority or majority representation is being sought.

When analyzing a contested election of directors, ISS will generally focus on two central questions: (1) Have the dissidents proved that board change is warranted? And (2) if so, are the dissident board nominees likely to effect positive change (i.e., maximize long-term shareholder value).

Discharge of Directors

Generally vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling controversies that the board is not fulfilling its fiduciary duties warranted by:

A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; or

Any legal issues (e.g. civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged actions yet to be confirmed (and not only the fiscal year in question), such as price fixing, insider trading, bribery, fraud, and other illegal actions; or

Other egregious governance issues where shareholders will bring legal action against the company or its directors.

For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.

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 external auditors.

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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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:

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

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 super voting 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.

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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

Generally vote FOR market repurchase authorities (share repurchase programs) if the terms comply with the following criteria:

A repurchase limit of up to 10 percent of outstanding issued share capital (15 percent in U.K./Ireland);

A holding limit of up to 10 percent of a company's issued share capital in treasury (“on the shelf”); and

A duration of no more than five years, or such lower threshold as may be set by applicable law, regulation or code of governance best practice.

Authorities to repurchase shares in excess of the 10 percent repurchase limit will be assessed on a case-by-case basis. ISS may support such share repurchase authorities under special circumstances, which are required to be publicly disclosed by

the company, provided that, on balance, the proposal is in shareholders' interests. In such cases, the authority must comply with the following criteria:

A holding limit of up to 10 percent of a company's issued share capital in treasury (“on the shelf”); and

A duration of no more than 18 months.

In markets where it is normal practice not to provide a repurchase limit, ISS will evaluate the proposal based on the company's historical practice. However, ISS expects companies to disclose such limits and, in the future, may recommend a vote against companies that fail to do so. In such cases, the authority must comply with the following criteria:

A holding limit of up to 10 percent of a company's issued share capital in treasury (“on the shelf”); and

A duration of no more than 18 months.

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In addition, ISS will recommend AGAINST any proposal where:

The repurchase can be used for takeover defenses;

There is clear evidence of abuse;

There is no safeguard against selective buybacks; and/or

Pricing provisions and safeguards are deemed to be unreasonable in light of market practice.

Reissuance of Repurchased Shares

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. COMPENSATION*

Compensation Plans

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

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.

5. OTHER ITEMS

Reorganizations/Restructurings*

Vote reorganizations and restructurings on a CASE-BY-CASE basis.

Mergers and Acquisitions*

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

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

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.

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

* See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.

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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

In evaluating resolutions that seek shareholder approval on related-party transactions (RPTs), vote on a case-by-case basis, considering factors including, but not limited to, the following:

The parties on either side of the transaction;

The nature of the asset to be transferred/service to be provided;

The pricing of the transaction (and any associated professional valuation);

The views of independent directors (where provided);

The views of an independent financial adviser (where appointed);

Whether any entities party to the transaction (including advisers) is conflicted; and

The stated rationale for the transaction, including discussions of timing.

If there is a transaction that ISS deemed problematic and that was not put to a shareholder vote, ISS may recommend against the election of the director involved in the related-party transaction or the full board.

Antitakeover Mechanisms

Generally 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.

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

Corporate Social Responsibility (CSR) Issues

Generally vote FOR the management’s recommendation on shareholder proposals involving CSR Issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.

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(Amendment No. 46)

PART C

OTHER INFORMATION

Item 28. Exhibits.

(a)

Charter.

(1)

Amended and Restated Agreement and Declaration of Trust effective June 5, 2009.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: January 14, 2010

(2)

Certificate of Trust dated September 11, 1992.

Incorporated herein by reference to:

Filing:

Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.:

811-07436

Filing Date:

March 3, 1998

(a)

Certificate of Amendment to Certificate of Trust dated January 15, 1993.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(b) By-Laws.

(1)

Amended and Restated By-Laws effective June 8, 2009.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: January 14, 2010

(c)

Instruments Defining the Rights of Security Holders.

(1)

No specimen securities are issued on behalf of the Registrant.

(2)

Relevant portion of Agreement and Declaration of Trust.

See Article V

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: January 14, 2010

(3) Relevant portion of By-Laws.

See Article II

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: January 14, 2010

(d)

Investment Advisory Contracts.

(1) Investment Management Agreements.

(a) Investment Management Agreement dated January 6, 1993 between the Registrant and DFA on behalf of The U.S. Large Cap Value Series (formerly The U.S. Large Cap High Book to Market Series).

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: March 3, 1998

(b)

Investment Management Agreement dated December 1, 1993 between the Registrant and DFA on behalf of The DFA International Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(c)

Investment Management Agreement dated January 11, 1994 between the Registrant and DFA on behalf of The Emerging Markets Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 38 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 27, 2009

(d)

Investment Management Agreement dated August 7, 1996 between the Registrant and DFA on behalf of The Japanese Small Company

Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(e)

Investment Management Agreement dated August 7, 1996 between the Registrant and DFA on behalf of The United Kingdom Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(f)

Investment Management Agreement dated August 7, 1996 between the Registrant and DFA on behalf of The Pacific Rim Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(i) Addendum Number One dated October 21, 2005 re: thereflection of the following name change:

The Pacific Rim Small Company Series to The Asia Pacific Small Company Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 30, 2006

(g)

Investment Management Agreement dated August 7, 1996 between the Registrant and DFA on behalf of The Continental Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(h)

Investment Management Agreement dated October 18, 1996 between the Registrant and DFA on behalf of The Emerging

Markets Small Cap Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(i)

Investment Management Agreement dated December 7, 1998 between the Registrant and DFA on behalf of the Tax-Managed U.S. Marketwide Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(j)

Form of Investment Management Agreement dated March 30, 2007 between the Registrant and DFA on behalf of The Canadian Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 36 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 30, 2007

(k)

Form of Investment Advisory Agreement between the Registrant and DFA on behalf of DFA Short Term Investment Fund.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: January 14, 2010

(l)

Form of Investment Advisory Agreement between the Registrant and DFA on behalf of Dimensional Retirement Equity Fund I.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(2) Sub-Advisory Agreements.

(a)

Sub-Advisory Agreement among the Registrant, DFA and Australia Pty Ltd. (“DFA-Australia”) dated August 7, 1996 on behalf of The Japanese Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(b)

Sub-Advisory Agreement among the Registrant, DFA and Dimensional Fund Advisors Ltd. (“DFAL”) dated August 7, 1996 on behalf of The United Kingdom Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(c)

Sub-Advisory Agreement among the Registrant, DFA and DFA-Australia dated August 7, 1996 on behalf of The Pacific Rim Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(i)

Amendment Number Two dated October 21, 2005 re: the reflection of the following name change:

The Pacific Rim Small Company Series to The Asia Pacific Small Company Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 30, 2006

(d)

Sub-Advisory Agreement among the Registrant, DFA and DFAL dated August 7, 1996 on behalf of The Continental Small Company Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: August 7, 1996

(e)

Form of Consulting Services Agreement between Dimensional Fund Advisors Inc. and Dimensional Fund Advisors Ltd. dated September 13, 1999 on behalf of:

* DFA International Value Series

* Emerging Markets Small Cap Series

* Emerging Markets Series

* Tax-Managed U.S. Marketwide Value Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 16 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: December 8, 1998

(f)

Form of Consulting Services Agreement between Dimensional Fund Advisors Inc. and DFA Australia Ltd. on behalf of:

* DFA International Value Series

* Emerging Markets Small Cap Series

* Emerging Markets Series

* Tax-Managed U.S. Marketwide Value Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 16 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: December 8, 1998

(g)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFAL dated February 28, 2010 on behalf of The DFA International Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(h)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFAL dated February 28, 2010 on behalf of The Emerging Markets Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(i)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFAL dated February 28, 2010 on behalf of The Emerging Markets Small Cap Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(j)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFA-Australia dated February 28, 2010 on behalf of The DFA International Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(k)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFA-Australia dated February 28, 2010 on behalf of The Emerging Markets Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(l)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFA-Australia dated February 28, 2010 on behalf of The Emerging Markets Small Cap Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(m)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFAL on behalf of the Dimensional Retirement Equity Fund I.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(n)

Form of Sub-Advisory Agreement among the Registrant, DFA and DFA-Australia on behalf of the Dimensional Retirement Equity Fund I.

Incorporated herein by reference to:

Filing Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(e)

Underwriting Contracts.

Amended and Restated Distribution Agreement dated December 19, 2003 between the Registrant and DFA Securities Inc.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No. 811-07436

Filing Date: March 29, 2004

(f)

Bonus or Profit Sharing Contracts.

Not applicable.

(g)

Custodian Agreements.

(1)

Custodian Agreement between the Registrant and PFPC Trust Company (“PFPC”) (formerly PNC Bank, N.A. and Provident National Bank N.A.) dated January 15, 1993.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(a)

Addendum Number One dated December 7, 1998 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 17 to the Registrant's Registration statement on Form N-1A

File No.: 811-07436

Filing Date: March 24, 1999

(b)

Addendum Number Two dated May 28, 1999 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 18 to the Registrant's Registration statement on Form N-1A

File No.: 811-07436

Filing Date: May 28, 1999

(c)

Addendum Number Three dated September 13, 1999 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(d)

Addendum Number Four dated July 27, 2000 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(e)

Addendum Number Five dated March 27, 2001, between PFPC Trust Company and the Registrant on behalf of each series of the Registrant re: the reflection of the following name changes:

The U.S. 4-10 Value Series to The U.S. Small XM Value Series

The U.S. 6-10 Value Series to The U.S. Small Cap Value Series

The U.S. 6-10 Small Company Series to The U.S. Small Cap Series

The U.S. 9-10 Small Company Series to The U.S. Micro Cap Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: September 7, 2001

(f)

Addendum Number Six dated July 26, 2001 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

* The Tax-Managed U.S. Marketwide Series; and

re: the reflection of the following name changes:

The LD U.S. Large Company Series to The LD U.S. Marketwide Series

The HD U.S. Large Company Series to The HD U.S. Marketwide Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: September 7, 2001

(g)

Addendum Number Seven dated September 21, 2001 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant re: the reflection of the following name change:

The Tax-Managed U.S. Marketwide Series to The Tax-Managed U.S. Equity Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(h)

Addendum Number Eight dated April 1, 2007 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant re: the removal of the following Series:

The U.S. Small XM Value Series;

* The LD U.S. Marketwide Series;

* The HD U.S. Marketwide Series;

* The LD U.S. Marketwide Value Series; and

* The HD U.S. Marketwide Value Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(i)

Addendum Number Nine dated April 1, 2011 between PFPC Trust Company and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

Dimensional Retirement Equity Fund I

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(2)

Form of Global Custody Agreement dated January 18, 1994 between the Registrant and The Chase Manhattan Bank, N.A. on behalf of The Emerging Markets Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(3)

Custodial Services Agreement dated January 13, 1998 between the Registrant and Citibank, N.A.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(i) Manual Transmission Authorization.

(ii) Manual Transmission Procedures.

(4)

Global Custodial Services Agreement dated December 30, 2009 between the Registrant, on behalf of the DFA Short Term Investment Fund, and Citibank, N.A.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(h)

Other Material Contracts.

(1)

Transfer Agency Agreement dated January 15, 1993 between the Registrant and PFPC Inc. (formerly known as Provident Financial Processing Corporation) (“PFPC”).

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(i)

Appendix A: Authorized Persons to Give Oral and Written Instructions

(ii)

Schedule A: Listing of Statistical Reports

(a)

Amendments to the Transfer Agency Agreement.

(i)

Amendment Number One dated December 1, 1993 between the Registrant and PFPC on behalf of The DFA International Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No. 811-07436

Filing Date: March 3, 1998

(b)

Addendum to the Transfer Agency Agreement.

(i)

Addendum Number One dated December 7, 1998 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 17 to the Registrant's Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 24, 1999

(ii)

Addendum Number Two dated May 28, 1999 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 18 to the Registrant's Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: May 28, 1999

(iii)

Addendum Number Three dated September 13, 1999 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(iv)

Addendum Number Four dated July 27, 2000 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(v)

Addendum Number Six dated July 26, 2001 between PFPC and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

* The Tax-Managed U.S. Marketwide Series; and

re: the reflection of the following name changes:

The LD U.S. Large Company Series to The LD U.S. Marketwide Series

The HD U.S. Large Company Series to The HD U.S. Marketwide Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: September 7, 2001

(vi)

Addendum Number Seven dated September 21, 2001 between PFPC and the Registrant on behalf of each series of the Registrant re: the reflection of the following name change:

The Tax-Managed U.S. Marketwide Series to The Tax-Managed U.S. Equity Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

(vii)

Form of Addendum Number Eight dated September 13, 2005 between PFPC and the Registrant on behalf of each series of the Registrant re: the reflection of the following name change:

The Pacific Rim Small Company Series to the Asia Pacific Small Company Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 33 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: September 13, 2005

(viii)

Form of Addendum Number Nine dated April 1, 2007 between PFPC and the Registrant on behalf of each series of the Registrant re: the removal of the following Series:

The U.S. Targeted Value Series (formerly, The U.S. Small XM Value Series)

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(ix)

Form of Addendum Number Ten dated April 1, 2011 between BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

Dimensional Retirement Equity Fund I

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(2)

Administration and Accounting Services Agreement dated January 15, 1993 between the Registrant and PFPC.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(a)

Amendments to the Administration and Accounting Services Agreement.

(i)

Amendment Number One dated December 1, 1993 between PFPC and the Registrant on behalf of The DFA International Value Series.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 3, 1998

(b)

Addenda to the Administration and Accounting Services Agreement.

(i)

Addendum Number One dated December 7, 1998 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: March 24, 1999

(ii)

Addendum Number Two dated May 28, 1999 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: May 28, 1999

(iii)

Form of Addendum Number Three dated September 13, 1999 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: September 13, 1999

(iv)

Form of Addendum Number Four dated July 27, 2000 between PFPC and the Registrant on behalf of each series of the Registrant.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 22 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: July 27, 2000

(v)

Addendum Number Six dated July 26, 2001 between PFPC and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

* The Tax-Managed U.S. Marketwide Series; and

re: the reflection of the following name changes:

The LD U.S. Large Company Series to The LD U.S. Marketwide Series

The HD U.S. Large Company Series to The HD U.S. Marketwide Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: September 7, 2001

(vi)

Form of Addendum Number Seven dated September 21, 2001 between PFPC and the Registrant on behalf of each series of the Registrant re: the reflection of the following name change:

The Tax-Managed U.S. Marketwide Series to The Tax-Managed U.S. Equity Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-1A=

File No: 811-07436

Filing Date: September 21, 2001

(vii)

Form of Addendum Number Eight dated September 13, 2005 between PFPC and the Registrant on behalf of each series of the Registrant re: the reflection of the following name change:

The Pacific Rim Small Company Series to the Asia Pacific Small Company Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 33 to the Registrant’s Registration Statement on Form N-1A

File No: 811-07436

Filing Date: September 13, 2005

(viii)

Form of Addendum Number Nine dated March 30, 2007 between PFPC and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

The Canadian Small Company Series; and

re: the removal of the following Series:

The LD U.S. Marketwide Series;

The HD U.S. Marketwide Series;

The LD U.S. Marketwide Value Series; and

The HD U.S. Marketwide Value Series; and

re: the reflection of the following name change:

The Pacific Rim Small Company Series to The Asia Pacific Small Company Series

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(ix)

Form of Addendum Number Ten dated April 1, 2007 between PFPC and the Registrant on behalf of each series of the Registrant re: the removal of the following Series:

The U.S. Targeted Value Series (formerly the U.S. Small XM Value Series)

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(x)

Form of Addendum Number Eleven dated April 1, 2011 between BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) and the Registrant on behalf of each series of the Registrant re: the addition of the following Series:

Dimensional Retirement Equity Fund I

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: April 1, 2011

(3)

Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re:

Dimensional Retirement Equity Fund I

ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-28.h.3

(i)

Legal Opinion.

Not applicable.

(j)

Other Opinions.

Consent of Independent Certified Public Accountants, PricewaterhouseCoopers LLP.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-28.j.

(k) Omitted Financial Statements.

Not applicable.

(l)

Initial Capital Agreements.

Not applicable.

(m)

Rule 12b-1 Plan.

Not applicable.

(n)

Rule 18f-3 Plan.

Not Applicable.

(o)

Power-of-Attorney.

Power-of-Attorney dated as of December 17, 2010, appointing David G. Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, Eduardo A. Repetto, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes, Abbie J. Smith and David R. Martin.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A

File No.: 811-07436

Filing Date: February 28, 2011

(p)

Codes of Ethics.

Code of Ethics of the Registrant, Advisor and Underwriter.

Incorporated herein by reference to:

Filing: Post-Effective Amendment No. 31 to the Registrant’s Registration

Statement on Form N-1A

File No.: 811-07436

Filing Date: March 29, 2004

Item 29.

Persons Controlled by or under Common Control with Registrant.

If an investor beneficially owns more than 25% of the outstanding voting securities of a feeder fund that invests all of its investable assets in a Series of the Trust, then the feeder fund and its corresponding Series may be deemed to be under the common control of such investor. Accordingly, certain feeder portfolios of DFA Investment Dimensions Group (“DFA IDG”) and Dimensional Investment Group (“DIG”), both Maryland corporations and registered investment companies, may be deemed to be under common control with their corresponding Series of the Trust. As of January 31, 2012, no person beneficially owned more than 25% of the outstanding voting securities of a feeder portfolio that controlled a Series of the Trust.

Item 30. Indemnification.

Reference is made to Article VII of the Registrant’s Amended and Restated Agreement and Declaration of Trust which are incorporated herein by reference.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel

the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”

Item 31.

Business and Other Connections of Investment Adviser.

Dimensional Fund Advisors LP, the investment manager for the Registrant, is also the investment manager for three other registered open-end investment companies, DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Dimensional Investment Group Inc. The Advisor also serves as sub-advisor for certain other registered investment companies. For additional information, please see “Management of the Trust” in PART A and “Management of the Registrant” in PART B of this Registration Statement. Additional information as to the Advisor and the directors and officers of the Advisor is included in the Advisor’s Form ADV filed with the Commission (File No. 801-16283), which is incorporated herein by reference and sets forth the officers and directors of the Advisor and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

Item 32. Principal Underwriters.

(a)

DFA Securities Inc., (“DFAS”) is the principal underwriter for the Registrant. DFAS also serves as principal underwriter for DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund Inc.

(b)

The following table sets forth information as to the Distributor’s Directors, Officers, Partners and Control Persons. The address of each officer is 6300 Bee Cave Road, Building One, Austin, TX 78746:

Name and Principal Business Address	Positions and Offices with Underwriter	Positions and Offices with Fund
April A. Aandal	Vice President	Vice President
Darryl D. Avery	Vice President	Vice President
Arthur H. Barlow	Vice President	Vice President
John T. Blood	Vice President	Vice President
Scott A. Bosworth	Vice President	Vice President
Valerie A. Brown	Vice President and Assistant Secretary	Vice President and Assistant Secretary
David P. Butler	Vice President	Vice President
James G. Charles	Vice President	Vice President
Joseph H. Chi	Vice President	Vice President
Stephen A. Clark	Vice President	Vice President
Robert P. Cornell	Vice President	Vice President
George H. Crane	Vice President	Vice President
Christopher S. Crossan	Vice President and Chief Compliance Officer	Vice President and Global Chief Compliance Officer
James L. Davis	Vice President	Vice President
Robert T. Deere	Vice President	Vice President

Peter F. Dillard	Vice President	Vice President
Robert W. Dintzner	Vice President	Vice President
Richard A. Eustice	Vice President and Assistant Secretary	Vice President and Assistant Secretary
Gretchen A. Flicker	Vice President	Vice President
Jed S. Fogdall	Vice President	Vice President
Jeremy P. Freeman	Vice President	Vice President
Mark R. Gochnour	Vice President	Vice President
Henry F. Gray	Vice President	Vice President
John T. Gray	Vice President	Vice President
Joel H. Hefner	Vice President	Vice President
Julie C. Henderson	Vice President and Fund Controller	Vice President and Controller
Kevin B. Hight	Vice President	Vice President
Christine W. Ho	Vice President	Vice President
Michael C. Horvath	Vice President	Vice President
Jeff J. Jeon	Vice President	Vice President
Patrick M. Keating	Vice President	Vice President
David M. Kershner	Vice President	Vice President
Timothy R. Kohn	Vice President	Vice President
Joseph F. Kolerich	Vice President	Vice President
Stephen W. Kurad	Vice President	Vice President
Michael F. Lane	Vice President	Vice President
Francis R. Lao	Vice President	Vice President
Juliet H. Lee	Vice President	Vice President
Marlena I. Lee	Vice President	Vice President
Apollo D. Lupescu	Vice President	Vice President
Kenneth M. Manell	Vice President	Vice President
Aaron M. Marcus	Vice President and Head of Global Human Resources	Vice President and Head of Global Human Resources
David R. Martin	Vice President, Chief Financial Officer and Treasurer	Vice President, Chief Financial Officer and Treasurer
Catherine L. Newell	Vice President and Secretary	Vice President and Secretary
Christian Newton	Vice President	Vice President
Pamela B. Noble	Vice President	Vice President
Carolyn L. O	Vice President	Vice President
Gerard K. O’Reilly	Vice President	Vice President
Daniel C. Ong	Vice President	Vice President
Kyle K. Ozaki	Vice President	Vice President
David A. Plecha	Vice President	Vice President
Allen Pu	Vice President	Vice President
Stephen A. Quance	Vice President	Vice President
Theodore W. Randall	Vice President	Vice President
L. Jacobo Rodríguez	Vice President	Vice President
Julie A. Saft	Vice President	Vice President
David E. Schneider	Vice President	Vice President
Walid A. Shinnawi	Vice President	Vice President
Bruce A. Simmons	Vice President	Vice President
Ted R. Simpson	Vice President	Vice President
Bryce D. Skaff	Vice President	Vice President
Andrew D. Smith	Vice President	Vice President
Grady M. Smith	Vice President	Vice President
Carl G. Snyder	Vice President	Vice President
Lawrence R. Spieth	Vice President	Vice President
Bradley G. Steiman	Vice President	Vice President
Robert C. Trotter	Vice President	Vice President

Karen E. Umland	Vice President	Vice President
Brian J. Walsh	Vice President	Vice President
Weston J. Wellington	Vice President	Vice President
Ryan J. Wiley	Vice President	Vice President
Paul E. Wise	Vice President	Vice President
Faith A. Yando	Vice President	Vice President
Joseph L. Young	Vice President	Vice President
David G. Booth	Chairman, Director, President and Co-Chief Executive Officer	Chairman, Director, President and Co-Chief Executive Officer
Eugene F. Fama Sr.	Director	Not Applicable
Kenneth R. French	Director	Not Applicable
John A. McQuown	Director	Not Applicable
Eduardo A. Repetto	Co-Chief Executive Officer and Chief Investment Officer	Director, Co-Chief Executive Officer and Chief Investment Officer
Dimensional Fund Advisors LP	Shareholder	Not Applicable

(c)

Not applicable.

Item 33. Location of Accounts and Records.

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

Name	Address
The DFA Investment Trust Company	6300 Bee Cave Road, Building One
	Austin, TX 78746

BNY Mellon Investment Servicing	301 Bellevue Parkway
	Wilmington, DE 19809

The Chase Manhattan Bank	4 Chase MetroTech Center
	Brooklyn, NY 11245

Item 34. Management Services.

There are no management-related service contracts not discussed in Part A or Part B.

Item 35. Undertakings.

(a)

The Registrant undertakes to furnish each person to whom this Post-Effective Amendment is delivered a copy of its latest annual report to shareholders, upon request and without charge.

(b)

The Registrant hereby undertakes to promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any trustee or trustees when requested in writing to do so by the record holders of not less than 10 per centum of the Registrant’s outstanding shares and to assist its shareholders in accordance with the requirements of Section

16(c) of the Investment Company Act of 1940 relating to shareholder communications.

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 47 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, as of the 28th day of February, 2012.

THE DFA INVESTMENT TRUST COMPANY

(Registrant)

By: /s/ Carolyn L. O

Carolyn L. O (Attorney-in-Fact to Registrant pursuant to a Power of Attorney incorporated herein by reference)

Vice President

(Signature and Title)

EXHIBIT INDEX

N-1A EXHIBIT NO.	EDGAR EXHIBIT NO.	DESCRIPTION
EX-28.h.3	EX-99.h.3	Fee Waiver and Expense Assumption Agreement between the Registrant and DFA
EX-28.j	EX-99.j	Consent of PricewaterhouseCoopers LLC

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	(X)

Amendment No. 47	(X)

Series	Management Fee

Large Cap Value	0.10%
Tax-Managed Value	0.20%
International Value	0.20%
Japanese	0.10%
Asia Pacific	0.10%
United Kingdom	0.10%
Continental	0.10%
Canadian	0.10%
The Emerging Markets	0.10%
The Emerging Markets Small Cap	0.20%
Retirement	0.45%*
Money Market	0.05%

Domestic Equity Series	Stephen A. Clark, Joseph H. Chi, Jed S. Fogdall, and Henry F. Gray

International Equity Series	Stephen A. Clark, Karen E. Umland, Joseph H. Chi, Jed S. Fogdall, and Henry F. Gray

Retirement Series	Joseph H. Chi and Jed S. Fogdall

Money Market Series	David A. Plecha and Joseph F. Kolerich

Recipient	Master Funds/Portfolios	Business Purpose	Frequency
AFP Planvital S.A.	U.S. Large Cap Value Series, DFA International Value Series, International Small Company Series, Continental Small Company Series, Asia Pacific Small Company Series, Emerging Markets Series, Emerging Markets Small Cap Series, Tax-Managed Value Series	Monitoring investor exposure and investment strategy	Upon request
BNY Mellon Investment Servicing (US) Inc.	All Series except Money Market Series	Fund Administrator, Accounting Agent and Transfer Agent	Daily
Bank of New York	All Series	Monitoring investor exposure and investment strategy	Upon request
CTC Consulting, Inc.	All Series	Monitoring investor exposure and investment strategy	Quarterly
California Institute of Technology	Emerging Markets Series and International Small Company Series	Monitoring investor exposure and investment strategy	Monthly/Quarterly
Callan Associates	U.S. Large Cap Value Series	Monitoring investor exposure and investment strategy	Monthly

Recipient	Master Funds/Portfolios	Business Purpose	Frequency
Cambridge Associates Limited	DFA International Value Series, Japanese Small Company Series, Emerging Markets Series	Monitoring investor exposure and investment strategy	Monthly
Capital Advisors	U.S. Large Cap Value Series, Asia Pacific Small Company Series, Continental Small Company Series, Emerging Markets Series, Emerging Markets Small Cap Series, Tax-Managed Value Series and DFA International Value Series	Monitoring investor exposure and investment strategy	Upon request
Citi Fund Services Ohio, Inc.	Money Market Series	Fund Administrator, Accounting Agent and Transfer Agent	Daily
Citibank, N.A.	all International Equity Series and the Money Market Series	Fund Custodian	Daily
Citibank, N.A.	All Series	Middle office operational support service provider to the Advisor	Daily
Colonial Consulting Co.	U.S. Large Cap Value Series, DFA International Value Series, Emerging Markets Series	Monitoring investor exposure and investment strategy	Monthly
Cuprum AFP	Asia Pacific Small Company Series, Continental Small Company Series, DFA International Value Series, Emerging Markets Series, Emerging Markets Small Cap Series, U.S. Large Cap Value Series and Tax-Managed Value Series	Monitoring investor exposure and investment strategy	Quarterly
Fund Evaluation Group, LLC	All Series	Monitoring investor exposure and investment strategy	Upon Request
Hewitt EnnisKnupp	Emerging Markets Series	Monitoring investor exposure and investment strategy	Quarterly
Integrys Energy Group Inc.	U.S. Large Cap Value Series	Monitoring investor exposure and investment strategy	Upon request
InterMountain Healthcare	International Small Company Series	Monitoring investor exposure and investment strategy	Upon Request
Lepercq Lynx Investment Advisory	Emerging Markets Series, DFA International Value Series	Monitoring investor exposure and investment strategy	Quarterly
LVA Indices	Tax-Managed Value Series	Monitoring investor exposure and investment strategy	Monthly

Name, Address and Age	Position	Term of Office1 and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex2† Overseen	Other Directorships of Public Companies Held During Past 5 Years
George M. Constantinides University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 64	Trustee	Since Inception	Leo Melamed Professor of Finance, University of Chicago Booth School of Business.	97 portfolios in 4 investment companies	None
John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 73	Trustee	Since Inception	Steven G. Rothmeier Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member and Chair, Competitive Markets Advisory Council, Chicago Mercantile Exchange (futures trading exchange) (since 2004). Formerly, Director of UNext Inc. (1999-2006). Formerly, Member of the Board of Milwaukee Insurance Company (1997-2010).	97 portfolios in 4 investment companies	Trustee, Harbor Funds (registered investment company) (28 Portfolios) (since 1994).

Name, Address and Age	Position	Term of Office1 and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex2† Overseen	Other Directorships of Public Companies Held During Past 5 Years
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 65	Chairman, Trustee, President and Co-Chief Executive Officer	Since Inception	Chairman, Director/Trustee, President, Co-Chief Executive Officer and, formerly, Chief Executive Officer (until 1/1/2010) and Chief Investment Officer (2003 to 3/30/2007) of the following companies: Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Emerging Markets Value Fund, DFAIDG, Dimensional Investment Group Inc. and the Trust. Chairman, Director, President and Co-Chief Executive Officer of Dimensional Holdings Inc. and formerly Chief Executive Officer (until 1/1/2010) and Chief Investment Officer (until 3/30/2007). Director of Dimensional Fund Advisors Ltd. and formerly, Chief Investment Officer. Director of DFA Australia Limited and formerly, President and Chief Investment Officer. Director of Dimensional Funds PLC and Dimensional Funds II PLC. Limited Partner, Oak Hill Partners (since 2001) and VSC Investors, LLC (since 2007). Trustee, University of Chicago. Trustee, University of Kansas Endowment Association. Formerly, Director, SA Funds (registered investment company). Chairman, Director and Co-Chief Executive Officer of Dimensional Fund Advisors Canada ULC. Director, Dimensional Cayman Commodity Fund I Ltd.	97 portfolios in 4 investment companies	None

Name	Dollar Range of Series Shares Owned	Aggregate Dollar Range of Shares Owned in All Funds Overseen by Trustee in Family of Investment Companies
Disinterested Trustees:
George M. Constantinides	None	None Directly; Over $100,000 in Simulated Funds**

Name and Position	Aggregate Compensation from the Trust*	Pension or Retirement Benefits as Part of Expenses	Estimated Annual Benefit upon Retirement	Total Compensation from Funds and DFA Fund Complex Paid to Trustees†
George M. Constantinides Trustee	$51,757	N/A	N/A	$222,000
John P. Gould Trustee	$51,757	N/A	N/A	$222,000
Roger G. Ibbotson Trustee	$54,093	N/A	N/A	$232,000
Edward P. Lazear Trustee	$43,297	N/A	N/A	$188,000

Name and Age	Position	Term of Office1 and Length of Service	Principal Occupation During Past 5 Years
April A. Aandal Age: 49	Vice President	Since 2008	Vice President of all the DFA Entities. Vice President, Global Business Development (since October 2011) Formerly, Chief Learning Officer of Dimensional Fund Advisors LP (2008-2011). Formerly Regional Director of Dimensional Fund Advisors LP (2004-2008).

Large Cap Value Series

DFA Investment Dimensions Group Inc. -
U.S. Large Cap Value Portfolio	78.61%

Dimensional Investment Group Inc. -
U.S. Large Cap Value Portfolio III	19.59%


Tax-Managed Value Series

DFA Investment Dimensions Group Inc. -
Tax-Managed U.S. Marketwide Value Portfolio	71.33%

Dimensional Investment Group Inc. -
Tax-Managed U.S. Marketwide Value Portfolio II	28.67%


International Value Series

Dimensional Investment Group Inc. -
DFA International Value Portfolio	75.65%

Dimensional Investment Group Inc. -
DFA International Value Portfolio III	16.90%

Japanese Series

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio	86.84%

DFA Investment Dimensions Group Inc. -
Japanese Small Company Portfolio	13.16%

Asia Pacific Series

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio	80.26%

DFA Investment Dimensions Group Inc. -
Asia Pacific Small Company Portfolio	19.74%


United Kingdom Series

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio	97.19%


Continental Series

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio	94.19%

DFA Investment Dimensions Group Inc. -
Continental Small Company Portfolio	5.81%


Canadian Series

DFA Investment Dimensions Group Inc. -
International Small Company Portfolio	100%


The Emerging Markets Series

DFA Investment Dimensions Group Inc. -
Emerging Markets Portfolio	95.39%


The Emerging Markets Small Cap Series

DFA Investment Dimensions Group Inc. -
Emerging Markets Small Cap Portfolio	98.00%

Series	2011	2010	2009
	(000)	(000)	(000)

Large Cap Value	$ 9,440	$ 8,301	$ 6,414

Tax-Managed Value	$ 5,944	$ 5,042	$ 3,861

International Value	$ 14,647	$ 12,890	$ 9,991

Japanese Small Company	$ 1,442	$ 1,181	$ 1,101

Asia Pacific Small Company	$ 979	$ 770	$ 488

United Kingdom Small Company	$ 1,142	$ 851	$ 585

Continental Small Company	$ 2,274	$ 1,724	$ 1,230

The Emerging Markets	$ 2,535	$ 2,246	$ 1,697

The Emerging Markets Small Cap	$ 3,976	$ 2,840	$ 1,597

Canadian Small Company	$ 810	$ 500	$ 251

Money Market	$ 7,365	$ 5,048	N/A

Name of Portfolio Manager	Number of Accounts Managed and Total Assets by Category As of October 31, 2011*
Karen E. Umland	·37 U.S. registered mutual funds with $62,777 million in total assets under management. ·8 unregistered pooled investment vehicles with $1,724 million in total assets under management. ·25 other accounts with $8,324 million in total assets under management, of which one account with $355 million in assets may be subject to a performance fee.
Joseph H. Chi	·37 U.S. registered mutual funds with $62,777 million in total assets under management. ·8 unregistered pooled investment vehicles with $1,724 million in total assets under management. ·25 other accounts with $8,324 million in total assets under management, of which one account with $355 million in assets may be subject to a performance fee.
Jed S. Fogdall	·37 U.S. registered mutual funds with $62,777 million in total assets under management. ·8 unregistered pooled investment vehicles with $1,724 million in total assets under management. ·25 other accounts with $8,324 million in total assets under management, of which one account with $355 million in assets may be subject to a performance fee.
David A. Plecha	·21 U.S. registered mutual funds with $44,174 million in total assets under management. ·2 unregistered pooled investment vehicles with $659 million in total assets under management. ·5 other accounts with $1,018 million in total assets under management.

Series/Feeder Portfolio	Dollar Range of Series/Feeder Portfolio Shares Owned
Large Cap Value Series	None
Tax-Managed Value Series	None
International Value Series	None
Japanese Series	None
Asia Pacific Series	None
United Kingdom Series	None
Continental Series	None
Canadian Series	None
The Emerging Markets Series	None
The Emerging Markets Small Cap Series	None

Series/Feeder Portfolio	Dollar Range of Series/Feeder Portfolio Shares Owned
International Value Series1	$100,001 - $500,000
Japanese Series1	$10,001 - $50,000
Asia Pacific Series	None
United Kingdom Series	None

Series/Feeder Portfolio		Dollar Range of Series/Feeder Portfolio Shares Owned
Large Cap Value Series1		$50,001 - $100,000
Tax-Managed Value Series		None
International Value Series1		$10,001 - $50,000
Japanese Series		None
Asia Pacific Series		None
United Kingdom Series		None
Continental Series		None
Canadian Series		None
The Emerging Markets Series1		$10,001 - $50,000
The Emerging Markets Small Cap Series		None

SERIES	VALUE OF SECURITIES TRANSACTIONS	BROKERAGE COMMISSIONS

Large Cap Value	$2,111,769,030	$1,266,007

International Value	$1,776,473,099	$998,031

Japanese Small Company	$231,318,961	$119,885

Tax-Managed Value	$949,872,742	$643,702

United Kingdom Small Company	$131,129,516	$67,978

Continental Small Company	$361,167,878	$193,138

Canadian Series	$297,239,116	$254,707

Asia Pacific Small Company	$233,181,043	$127,431

Series	Broker or Dealer	Value of Securities
International Value	Instinet	$12,807,082
International Value	Credit Suisse Group	$34,846,321
International Value	Societe Generale	$40,462,948
International Value	CA Cheuvreux	$22,329,453
International Value United Kingdom Small Company	Macquarie Charles Stanley & Co Limited	$14,896,781 $594,492