DFA INVESTMENT DIMENSIONS GROUP INC (Form: 485APOS, Received: 05/11/2011 16:49:18)

DFA INVESTMENT DIMENSIONS GROUP INC.

/s/ Valerie A. Brown

/s/ Catherine L. Newell

Valerie A. Brown, Assistant Secretary

Catherine L. Newell, Vice President and Secretary

As filed with the U.S. Securities and Exchange Commission on May 11, 2011

File No. 002-73948

File No. 811-03258

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[X]
Pre-Effective Amendment No.		[ ]
Post-Effective Amendment No. 127		[X]

and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[X]
Amendment No. 128

(Check appropriate box or boxes.)

DFA INVESTMENT DIMENSIONS GROUP INC.

(Exact Name of Registrant as Specified in Charter)

6300 Bee Cave Road, Building One, Austin, TX 78746

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code (512) 306-7400

Catherine L. Newell, Esquire, Vice President and Secretary

DFA Investment Dimensions Group Inc.,

6300 Bee Cave Road, Building One, Austin, TX 78746

(Name and Address of Agent for Service)

Please send copies of all communications to:

Jana L. Cresswell, Esquire

Stradley, Ronon, Stevens & Young, LLP

2600 One Commerce Square

Philadelphia, PA 19103

(215) 564-8048

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

[ ]	immediately upon filing pursuant to paragraph (b)

[ ]	on [Date] pursuant to paragraph (b)

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

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

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

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

If appropriate, check the following box:

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

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

Title of Securities Being Registered:

DIMENSIONAL RETIREMENT EQUITY FUND II: Institutional Class, Class R10 and Class R25 shares

DIMENSIONAL RETIREMENT FIXED INCOME FUND I: Institutional Class, Class R10 and Class R25 shares

DIMENSIONAL RETIREMENT FIXED INCOME FUND II: Institutional Class, Class R10 and Class R25 shares

DIMENSIONAL RETIREMENT FIXED INCOME FUND III: Institutional Class, Class R10 and Class R25 shares

This Post-Effective Amendment No. 127/128 to Registration File Nos. 002-73948/811-03258 includes the following:

1.	FACING PAGE

2.	CONTENTS PAGE

3.	PART A — Prospectus relating to the Institutional Class shares of Registrant’s Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Fixed Income Fund III series of shares.

4.	PART A — Prospectus relating to the Class R10 shares and Class R25 shares of Registrant’s Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Fixed Income Fund III series of shares.

5.	PART B — Statement of Additional Information relating to the Institutional Class shares of Registrant’s Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Fixed Income Fund III series of shares.

PART B — Statement of Additional Information relating to the Class R10 shares and Class R25 shares of Registrant’s Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Fixed Income Fund III series of shares.

7.	PART C — Other Information

8.	SIGNATURES

Subject to Completion, May 11, 2011

PROSPECTUS

, 2011

Please carefully read the important information it contains before investing.

DFA I NVESTMENT D IMENSIONS G ROUP I NC .

P ORTFOLIOS FOR L ONG -T ERM I NVESTORS S EEKING TO I NVEST I N :

DIMENSIONAL RETIREMENT EQUITY FUND II

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND I

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND II

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND III

Ticker:

INSTITUTIONAL CLASS SHARES

The Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Fixed Income Fund III (each, a “Retirement Portfolio”) each offers three classes of shares: Institutional Class shares, Class R10 shares, and Class R25 shares.

This Prospectus describes the Institutional Class shares of each Retirement Portfolio which:

Are generally only available to institutional investors and clients of registered investment advisors.

Do not charge a sales commission or “load.”

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the

adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

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

TABLE OF CONTENTS


D IMENSIONAL R ETIREMENT E QUITY F UND II			1

Investment Objective			1

Fees and Expenses of the Portfolio			1

Principal Investment Strategies			2

Principal Risks			2

Performance			3

Investment Advisor/Portfolio Management			3

Purchase and Redemption of Fund Shares			3

Tax Information			3

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND I			4

Investment Objective			4

Fees and Expenses of the Portfolio			4

Principal Investment Strategies			5

Principal Risks			5

Performance			6

Investment Advisor/Portfolio Management			6

Purchase and Redemption of Fund Shares			6

Tax Information			7

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND II			8

Investment Objective			8

Fees and Expenses of the Portfolio			8

Principal Investment Strategies			9

Principal Risks			10

Performance			11

Investment Advisor/Portfolio Management			11

Purchase and Redemption of Fund Shares			11

Tax Information			11

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND III			12

Investment Objective			12

Fees and Expenses of the Portfolio			12

Principal Investment Strategies			12

Principal Risks			13

Performance			14

Investment Advisor/Portfolio Management			14

Purchase and Redemption of Fund Shares			14

Tax Information			15

A DDITIONAL I NFORMATION ON I NVESTMENT O BJECTIVES AND P OLICIES			16

Investment Objective and Policies – Dimensional Retirement Equity Fund II			16


Investment Objectives and Policies – Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II and Dimensional Retirement Fixed Income Fund III

Other Information			23

S ECURITIES L OANS			23

M ANAGEMENT OF THE F UND			23

Management Fees			24

Fee Waiver and Expense Assumption Agreements			25

D IVIDENDS , C APITAL G AINS D ISTRIBUTIONS AND T AXES			25

P URCHASE OF S HARES			27

Cash Purchases			27

In-Kind Purchases			27

P OLICY R EGARDING E XCESSIVE OR S HORT -T ERM T RADING			28

V ALUATION OF S HARES			29

Net Asset Value			29

Public Offering Price			31

E XCHANGE OF S HARES			31

R EDEMPTION OF S HARES			32

Redemption Procedure			32

Redemption of Small Accounts			32

In-Kind Redemptions			32

D ISCLOSURE OF P ORTFOLIO H OLDINGS			33

D ELIVERY OF S HAREHOLDER D OCUMENTS			33

S ERVICE P ROVIDERS			34

Dimensional Retirement Equity Fund II

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Equity Fund II (the “Retirement Equity Portfolio”) is to achieve long-term capital appreciation.

FEES AND EXPENSES OF THE PORTFOLIO

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

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)



Management Fee	0.30	%
Other Expenses*	0.__	%
Acquired Fund Fees and Expenses**	0.__	%
Total Annual Fund Operating Expenses	0.__	%
Fee Waiver and/or Expense Reimbursement or (Recovery)***	0.__	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.40	%

* The Retirement Equity Portfolio is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

** Represents the amount of fees and expenses anticipated to be incurred by the Retirement Equity Portfolio through its investments in other funds managed by the Advisor (the “Underlying Funds”) and other investment companies for the fiscal year ending October 31, 2011.

*** Pursuant to a Fee Waiver and Expense Assumption Agreement for the Retirement Equity Portfolio, the Advisor has contractually agreed to waive up to the full amount of the Retirement Equity Portfolio’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Retirement Equity Portfolio through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver and Expense Assumption Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Retirement Equity Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Retirement Equity Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver and Expense Assumption Agreement for the Retirement Equity Portfolio will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

Example

This Example is meant to help you compare the cost of investing in the Retirement Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. The costs for the Retirement Equity Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


		l Year		3 Years
		$61		$259

Portfolio Turnover

A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Retirement Equity Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Equity Portfolio is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

Dimensional Fund Advisors LP (the “Advisor”) believes that equity investing should involve a long-term view and a systematic focus on sources of expected returns, not on stock picking or market timing. In constructing an investment portfolio, the Advisor identifies a broadly diversified universe of eligible securities with precisely-defined risk and return characteristics. It then places priority on efficiently managing portfolio turnover and keeping trading costs low. The Advisor does not intend to purchase or sell securities for the investment portfolio based on prospects for the economy, the securities markets or the individual issuers whose shares are eligible for purchase.

The Retirement Equity Portfolio is a “fund of funds,” which means that the Retirement Equity Portfolio generally allocates its assets among other mutual funds managed by the Advisor although it also has the ability to invest directly in securities. The Retirement Equity Portfolio seeks to achieve exposure to a broad portfolio of securities of both U.S. companies and non-U.S. companies associated with countries with developed and emerging markets, including frontier markets (emerging markets in an earlier stage of development), by primarily purchasing shares of U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging Markets Series (the “Underlying Funds”). The Retirement Equity Portfolio may have exposure to companies in all the market capitalization ranges.

The Retirement Equity Portfolio typically allocates its investments among the Underlying Funds in the following manner: 50% to 80% in the U.S. Core Equity 1 Portfolio and U.S. Large Company Portfolio; 15% to 45% in the International Core Equity Portfolio and Large Cap International Portfolio; and 5% to 20% in the Emerging Markets Core Equity Portfolio and The Emerging Markets Series.

As a non-fundamental policy, under normal circumstances, at least 80% of the Retirement Equity Portfolio’s net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in equity securities.

Each Underlying Fund may enter into futures contracts and options on futures contracts for equity securities and indices, to gain market exposure on its uninvested cash pending investment in securities or to maintain liquidity to pay redemptions. The Retirement Equity Portfolio and each Underlying Fund may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the Retirement Equity Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds. The Retirement Equity Portfolio and Underlying Funds may invest in such money market funds and other short-term investments to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in money market funds may involve a duplication of certain fees and expenses. The Retirement Equity Portfolio and Underlying Funds may lend their portfolio securities to generate additional income.

A summary of the investment strategies and policies of the Underlying Funds in which the Retirement Equity Portfolio invests as of the date of this Prospectus is described in the Portfolio’s Prospectus in the section entitled “ ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES” .

PRINCIPAL RISKS

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

Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities are also exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk.

Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.

Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Retirement Equity Portfolio and the Underlying Funds to at times underperform equity funds that use other investment strategies.

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

Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and risky. Foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

Derivatives: Derivatives are securities, such as futures contracts, whose value is derived from that of other securities or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Underlying Funds use derivatives, the Retirement Equity Portfolio will be exposed to the risks of those derivatives. Derivative securities are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Underlying Fund could lose more than the principal amount invested.

Securities Lending: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, an Underlying Fund may lose money and there may be a delay in recovering the loaned securities. An Underlying Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain potential adverse tax consequences. To the extent that the Portfolio holds securities directly and lends those securities, it will be also subject to the foregoing risks with respect to its loaned securities.

PERFORMANCE

Performance information is not available for the Retirement Equity Portfolio because it has not yet commenced operations. Updated performance information for the Portfolio can be obtained in the future by visiting www.dimensional.com .

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

Dimensional Fund Advisors LP serves as the investment advisor for the Retirement Equity Portfolio and the Underlying Funds. The following portfolio managers are responsible for coordinating the day to day management of the Retirement Equity Portfolio and Underlying Funds:

•

Karen E. Umland, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1998.

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

Joseph H. Chi, Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005.

•

Jed S. Fogdall, Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004.

PURCHASE AND REDEMPTION OF FUND SHARES

Investors may purchase or redeem shares of the Retirement Equity Portfolio on any business day by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment or redemption. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Retirement Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.

TAX INFORMATION

The dividends and distributions you receive from the Retirement Equity Portfolio are taxable and will generally be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Dimensional Retirement Fixed Income Fund I

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Fixed Income Fund I (the “Retirement Fixed Income Portfolio I”) is to maximize total return consistent with preservation of capital. Total return is comprised of income and capital appreciation.

FEES AND EXPENSES OF THE PORTFOLIO

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

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)



Management Fee	0.30	%
Other Expenses*	0.__	%
Acquired Fund Fees and Expenses**	0.__	%
Total Annual Fund Operating Expenses	0.__	%
Fee Waiver and/or Expense Reimbursement or (Recovery)***	0.__	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.40	%

* The Retirement Fixed Income Portfolio I is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

** Represents the amount of fees and expenses anticipated to be incurred by the Retirement Fixed Income Portfolio I through its investments in other funds managed by the Advisor (the “Underlying Funds”) and other investment companies for the fiscal year ending October 31, 2011.

*** Pursuant to a Fee Waiver and Expense Assumption Agreement for the Retirement Fixed Income Portfolio I, the Advisor has contractually agreed to waive up to the full amount of the Retirement Fixed Income Portfolio I’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Retirement Fixed Income Portfolio I through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver and Expense Assumption Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Retirement Fixed Income Portfolio I to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Retirement Fixed Income Portfolio I so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver and Expense Assumption Agreement for the Retirement Fixed Income Portfolio I will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

Example

This Example is meant to help you compare the cost of investing in the Retirement Fixed Income Portfolio I with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. The costs for the Retirement Fixed Income Portfolio I reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


		l Year		3 Years
		$		$

Portfolio Turnover

A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Retirement Fixed Income Portfolio I does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund

Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Fixed Income Portfolio I is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

Dimensional Fund Advisors LP (the “Advisor”) believes that fixed income investing should involve a long-term view and a systematic focus on bond market risk and return, not on interest rate forecasting or market timing.

The Retirement Fixed Income Portfolio I is a “fund of funds,” which means that the Retirement Fixed Income Portfolio I generally allocates its assets among other mutual funds managed by the Advisor although it also has the ability to invest directly in securities. The Retirement Fixed Income Portfolio I seeks to achieve exposure to a universe of short-term high quality fixed income obligations of issuers that are in developed countries, such as those countries that are members of the Organization of Economic Cooperation and Development (“OECD”), by primarily purchasing shares of the DFA One-Year Fixed Income Portfolio and the DFA Two-Year Global Fixed Income Portfolio (the “Underlying Funds”).

The Retirement Fixed Income Portfolio I typically allocates its investments among the Underlying Funds in the following manner: 50% to 70% in the DFA One-Year Fixed Income Portfolio and 30% to 50% in the DFA Two-Year Global Fixed Income Portfolio. As a non-fundamental policy, under normal circumstances, at least 80% of the Retirement Fixed Income Portfolio I’s net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in fixed income securities. The Retirement Fixed Income Portfolio I ordinarily will have an average weighted maturity of less than two years.

In constructing an investment portfolio, the Advisor identifies a broadly diversified universe of eligible securities with precisely defined maturity ranges and credit quality characteristics. The Advisor will then seek to purchase a broad and diverse portfolio of securities meeting these credit quality standards. In making these purchase decisions, if the anticipated maturity risk premium is greater for longer-term securities in the eligible maturity range, the Advisor will focus investment in that longer-term area, otherwise, the portfolio will focus investment in the short-term range of the eligible maturity range. The Advisor also places priority on efficiently managing portfolio turnover and keeping trading costs low.

The Retirement Fixed Income Portfolio I may invest directly or through its investment in the Underlying Funds in obligations issued or guaranteed by the U.S. and foreign governments, their agencies and instrumentalities, corporate debt obligations, bank obligations, commercial paper, repurchase agreements, obligations of other domestic and foreign issuers, securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States, and obligations of supranational organizations. Investments in fixed income securities will be considered investment grade at the time of purchase. The DFA One-Year Fixed Income Portfolio generally invests in a universe of fixed income securities that typically mature in one year or less; however, the DFA One-Year Fixed Income Portfolio may take a large position in securities maturing within two years of the date of settlement when higher yields are available. The DFA Two-Year Global Fixed Income Portfolio generally invests in a universe of fixed income securities that mature in two years or less from the date of settlement.

Because many of the DFA Two-Year Global Fixed Income Portfolio’s investments will be denominated in foreign currencies, the DFA Two-Year Global Fixed Income Portfolio will also enter into forward foreign currency contracts to protect against uncertainty in the level of future foreign currency rates, to hedge against fluctuations in currency exchange rates or to transfer balances from one currency to another. The DFA Two-Year Global Fixed Income Portfolio may use derivatives, such as futures contracts and options on futures contracts, to gain market exposure on its uninvested cash pending investment in securities or to maintain liquidity to pay redemptions.

Each Underlying Fund in which the Retirement Fixed Income Portfolio I may invest may concentrate its investments in obligations of U.S. and foreign banks and bank holding companies. The Portfolio will concentrate its assets (invest more than 25% of its total assets) in obligations of U.S. and/or foreign banks and bank holding companies (“banking industry securities”) when the yield to maturity on eligible portfolio investments in banking industry securities as a group generally exceeds the yield to maturity on all other eligible portfolio investments as a group generally for a period of five consecutive days when the New York Stock Exchange is open for trading. See the section entitled “Investments in the Banking Industry by Retirement Fixed Income Portfolio I Underlying Funds” in the Portfolio’s Prospectus for additional information.

The Retirement Fixed Income Portfolio I and the Underlying Funds may lend their portfolio securities to generate additional income.

A summary of the investment strategies and policies of the Underlying Funds in which the Retirement Fixed Income Portfolio I invests as of the date of this Prospectus is described in the Portfolio’s Prospectus in the section entitled “ ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES”.

PRINCIPAL RISKS

depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisor’s decisions regarding the allocation of the Portfolio’s assets among the Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds’ investments. The risks of the Underlying Funds’ investments are described below.

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

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

Income Risk: Income risk is the risk that falling interest rates will cause the Portfolio’s income to decline.

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

Derivatives: Derivatives are instruments, such as futures contracts, whose value is derived from that of other securities or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Underlying Funds use derivatives, the Retirement Fixed Income Portfolio I will be exposed to the risks of those derivatives. Derivative securities are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Underlying Fund could lose more than the principal amount invested.

Risks of Banking Concentration: Focus on the banking industry would link the performance of the Underlying Funds to changes in the performance of the banking industry generally. Banks are very sensitive to changes in money market and general economic conditions. The profitability of the banking industry is dependent upon banks being able to obtain funds at reasonable costs and upon liquidity in the capital and credit markets to finance their lending operations. Adverse general economic conditions can cause financial difficulties for a bank’s borrowers and the borrowers’ failure to repay their loans can adversely affect the bank’s financial situation. Banks are subject to extensive regulation and decisions by regulators may limit the loans banks make and the interest rates and fees they charge, which could reduce bank profitability.

PERFORMANCE

Performance information is not available for the Retirement Fixed Income Portfolio I because it has not yet commenced operations. Updated performance information for the Portfolio can be obtained in the future by visiting www.dimensional.com .

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

Dimensional Fund Advisors LP serves as the investment advisor for the Retirement Fixed Income Portfolio I and the Underlying Funds. The following portfolio managers are responsible for coordinating the day-to-day management of the Retirement Fixed Income Portfolio I and the Underlying Funds:

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Investors may purchase or redeem shares of the Retirement Fixed Income Portfolio I on any business day by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment or redemption. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Retirement Fixed Income Portfolio I generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.

TAX INFORMATION

The dividends and distributions you receive from the Retirement Fixed Income Portfolio I are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Dimensional Retirement Fixed Income Fund II

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Fixed Income Fund II (the “Retirement Fixed Income Portfolio II”) is to provide inflation protected fixed income return.

FEES AND EXPENSES OF THE PORTFOLIO

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

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)



Management Fee	0.30	%
Other Expenses*	0.__	%
Acquired Fund Fees and Expenses**	0.__	%
Total Annual Fund Operating Expenses	0.__	%
Fee Waiver and/or Expense Reimbursement or (Recovery)***	0.__	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.40	%

* The Retirement Fixed Income Portfolio II is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

** Represents the amount of fees and expenses anticipated to be incurred by the Retirement Fixed Income Portfolio II through its investments in other funds managed by the Advisor (the “Underlying Funds”) and other investment companies for the fiscal year ending October 31, 2011.

*** Pursuant to a Fee Waiver and Expense Assumption Agreement for the Retirement Fixed Income Portfolio II, the Advisor has contractually agreed to waive up to the full amount of the Retirement Fixed Income Portfolio II’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Retirement Fixed Income Portfolio II through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver and Expense Assumption Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Retirement Fixed Income Portfolio II to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Retirement Fixed Income Portfolio II so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver and Expense Assumption Agreement for the Retirement Fixed Income Portfolio II will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

Example

This Example is meant to help you compare the cost of investing in the Retirement Fixed Income Portfolio II with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. The costs for the Retirement Fixed Income Portfolio II reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


		l Year		3 Years
		$		$

Portfolio Turnover

A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Retirement Fixed Income Portfolio II does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund

Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Fixed Income Portfolio II is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

The Retirement Fixed Income Portfolio II is a “fund of funds,” which means that the Retirement Fixed Income Portfolio II generally allocates its assets among other mutual funds managed by the Advisor although it also has the ability to invest directly in securities. The Retirement Fixed Income Portfolio II seeks to achieve exposure to a universe of fixed income securities that include both inflation-protected and non-inflation protected securities by primarily purchasing shares of the DFA Inflation-Protected Securities Portfolio, the DFA One-Year Fixed Income Portfolio and the Dimensional Retirement Fixed Income Fund III (the “Underlying Funds”).

The Retirement Fixed Income Portfolio II typically allocates its investments among the Underlying Funds in the following manner: 75% to 95% in the DFA Inflation-Protected Securities Portfolio and 5% to 25% in the DFA One-Year Fixed Income Portfolio and Dimensional Retirement Fixed Income Fund III. As a non-fundamental policy, under normal circumstances, at least 80% of the Retirement Fixed Income Portfolio II’s net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in fixed income securities. The Retirement Fixed Income Portfolio II ordinarily will have an average weighted maturity of three to twelve years.

The DFA Inflation-Protected Securities Portfolio ordinarily invests in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities. The Dimensional Retirement Fixed Income Fund III may invest in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities, as well as inflation protected securities of other investment grade issuers including foreign governments and U.S. and non-U.S. corporations.

Inflation-protected securities (also known as inflation-indexed securities) are securities whose principal and/or interest payments are adjusted for inflation, unlike conventional debt securities that make fixed principal and interest payments. Inflation-protected securities include Treasury Inflation-Protected Securities (“TIPS”), which are securities issued by the U.S. Treasury. The principal value of TIPS is adjusted for inflation (payable at maturity) and the semi-annual interest payments by TIPS equal a fixed percentage of the inflation-adjusted principal amount. These inflation adjustments are based upon the Consumer Price Index for Urban Consumers (CPI-U). The original principal value of TIPS is guaranteed, even during periods of deflation. At maturity, TIPS are redeemed at the greater of their inflation-adjusted principal or par amount at original issue. Other types of inflation-protected securities may use other methods to adjust for inflation and other measures of inflation. In addition, inflation-protected securities issued by entities other than the U.S. Treasury may not provide a guarantee of principal value at maturity.

The Dimensional Retirement Fixed Income Fund III also may invest in securities issued by the U.S. government and its agencies and other investment grade issuers that do not provide inflation protection while protecting for inflation risk by engaging in swaps, futures or other derivatives. The DFA Inflation-Protected Securities Portfolio will ordinarily have an average weighted maturity, based on market values, of between three and twelve years. The Dimensional Retirement Fixed Income Fund III ordinarily will have an average weighted maturity, based upon market values, of greater than ten years.

The DFA One-Year Fixed Income Portfolio generally invests in a universe of high quality fixed income securities that typically mature in one year or less; however, the DFA One-Year Fixed Income Portfolio may take a large position in securities maturing within two years of the date of settlement when higher yields are available. The DFA One-Year Fixed Income Portfolio invests in U.S. government obligations, U.S. government agency obligations, dollar-denominated obligations of foreign issuers issued in the U.S., foreign government and agency obligations, bank obligations, including U.S. subsidiaries and branches of foreign banks, corporate obligations, commercial paper, repurchase agreements and obligations of supranational organizations.

The Retirement Fixed Income Portfolio II and the Underlying Funds may lend their portfolio securities to generate additional income.

A summary of the investment strategies and policies of the Underlying Funds in which the Retirement Fixed Income Portfolio II invests as of the date of this Prospectus is described in the Portfolio’s Prospectus in the section entitled “ ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES”.

PRINCIPAL RISKS

Fund of Funds Risk: The investment performance of the Retirement Fixed Income Portfolio II is affected by the investment performance of the Underlying Funds in which the Portfolio invests. The ability of the Portfolio to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisor’s decisions regarding the allocation of the Portfolio’s assets among the Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds’ investments. The risks of the Underlying Funds’ investments are described below.

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

Inflation-Protected Securities Interest Rate Risk: Inflation-protected securities may react differently from other fixed income securities to changes in interest rates. Because interest rates on inflation-protected securities are adjusted for inflation, the values of these securities are not materially affected by inflation expectations. Therefore, the value of inflation-protected securities are anticipated to change in response to changes in “real” interest rates, which represent nominal (stated) interest rates reduced by the expected impact of inflation. Generally, the value of an inflation-protected security will fall when real interest rates rise and will rise when real interest rates fall.

Credit Risk: Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value, and thus, impact the Portfolio’s performance. Government agency obligations have different levels of credit support and, therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration and Ginnie Mae, present little credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government, that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are sponsored by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk. U.S. government agency securities issued or guaranteed by the credit of the agency may still involve a risk of non-payment of principal and/or interest.

Risks of Investing for Inflation Protection: Because the interest and/or principal payments on an inflation protected security are adjusted periodically for changes in inflation, the income distributed by the Portfolio may be irregular. Although the U.S. Treasury guarantees to pay at least the original face value of any inflation-protected securities the Treasury issues, other issuers may not offer the same guarantee. Also, inflation-protected securities, including those issued by the U.S. Treasury, are not protected against deflation. As a result, in a period of deflation, the inflation-protected securities held by the Portfolio may not pay any income and the Portfolio may suffer a loss during such periods. While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in the Portfolio’s value. If interest rates rise due to reasons other than inflation, the Portfolio’s investment in these securities may not be protected to the extent that the increase is not reflected in the securities’ inflation measures. In addition, positive adjustments to principal generally will result in taxable income to the Portfolio at the time of such adjustments (which generally would be distributed by the Portfolio as part of its taxable dividends), even though the principal amount is not paid until maturity. The current market value of inflation-protected securities is not guaranteed and will fluctuate.

Income Risk: Income risk is the risk that falling interest rates will cause the Portfolio’s income to decline.

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

Derivatives: Derivatives are instruments, such as futures or swap contracts, whose value is derived from that of other securities or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When an Underlying Fund uses derivatives, the Retirement Fixed Income Portfolio II will be directly exposed to the risks of those derivatives. Derivative securities are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Underlying Fund could lose more than the principal amount invested. Additional risks are

associated with the use of swaps including counterparty and credit risk (the risk that the other party to a swap agreement will not fulfill its contractual obligations, whether because of bankruptcy or other default) and liquidity risk (the possible lack of a secondary market for the swap agreement).

PERFORMANCE

Performance information is not available for the Retirement Fixed Income Portfolio II because it has not yet commenced operations. Updated performance information for the Portfolio can be obtained in the future by visiting www.dimensional.com .

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

Dimensional Fund Advisors LP serves as the investment advisor for the Retirement Fixed Income Portfolio II and Underlying Funds. The following portfolio managers are responsible for coordinating the day-to-day management of the Retirement Fixed Income Portfolio II and the Underlying Funds:

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Investors may purchase or redeem shares of the Retirement Fixed Income Portfolio II on any business day by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment or redemption. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Retirement Fixed Income Portfolio II generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.

TAX INFORMATION

The dividends and distributions you receive from the Retirement Fixed Income Portfolio II are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Dimensional Retirement Fixed Income Fund III

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Fixed Income Fund III (the “Retirement Fixed Income Portfolio III”) is to seek to provide inflation protected long-term fixed income return.

FEES AND EXPENSES OF THE PORTFOLIO

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

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)



Management Fee	0.30	%
Other Expenses*	0.__	%
Total Annual Fund Operating Expenses	0.__	%
Fee Waiver and/or Expense Reimbursement or (Recovery)**	0.__	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.40	%

* The Retirement Fixed Income Portfolio III is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

** Pursuant to a Fee Waiver and Expense Assumption Agreement for the Retirement Fixed Income Portfolio III, the Advisor has contractually agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Retirement Fixed Income Portfolio III to the extent necessary to reduce the ordinary operating expenses (not including expenses incurred through its investment in other investment companies and any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Retirement Fixed Income Portfolio III so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver and Expense Agreement for the Retirement Fixed Income Portfolio III will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

Example

This Example is meant to help you compare the cost of investing in the Retirement Fixed Income Portfolio III with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. The costs for the Retirement Fixed Income Portfolio III reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


		l Year		3 Years
		$		$

Portfolio Turnover

The Retirement Fixed Income Portfolio III pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Fixed Income Portfolio III is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

In constructing an investment portfolio, the Advisor identifies a broadly diversified universe of eligible securities with precisely defined maturity ranges and credit quality characteristics. The Advisor will then seek to purchase securities from that universe to form a portfolio with the desired term exposure.

The Retirement Fixed Income Portfolio III seeks its investment objective by investing in a universe of fixed income securities structured to provide protection against inflation. The Retirement Fixed Income Portfolio III may invest in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities. The Retirement Fixed Income Portfolio III also may invest in inflation protected securities of other investment grade issuers including foreign governments and U.S. and non-U.S. corporations.

The Retirement Fixed Income Portfolio III also may invest in securities issued by the U.S. government and its agencies and other investment grade issuers that do not provide inflation protection while protecting for inflation risk by engaging in swaps, futures or other derivatives.

As a non-fundamental policy, under normal circumstances, at least 80% of the Retirement Fixed Income Portfolio III’s net assets will be invested in fixed income securities. Generally, the Retirement Fixed Income Portfolio III will purchase fixed income securities with maturities greater than ten years, although it is anticipated that, at times, the Retirement Fixed Income Portfolio III will purchase securities with lesser maturities. The Retirement Fixed Income Portfolio III ordinarily will have an average weighted maturity, based upon market values, of greater than ten years.

The Retirement Fixed Income Portfolio III is authorized to invest more than 25% of its total assets in Treasury bonds, bills and notes and obligations of U.S. government agencies and instrumentalities. The Retirement Fixed Income Portfolio III will not shift the maturity of its investments in anticipation of interest rate movements.

The Retirement Fixed Income Portfolio III may lend its portfolio securities to generate additional income.

PRINCIPAL RISKS

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

Credit Risk: Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value, and thus, impact the Retirement Fixed Income Portfolio III’s performance. Government agency obligations have different levels of credit support and, therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration and Ginnie Mae, present little credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government, that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are sponsored by the credit of the issuing agencies, such as Freddie Mac and

Fannie Mae, are subject to a greater degree of credit risk. U.S. government agency securities issued or guaranteed by the credit of the agency may still involve a risk of non-payment of principal and/or interest.

Risks of Investing for Inflation Protection: Because the interest and/or principal payments on an inflation protected security are adjusted periodically for changes in inflation, the income distributed by the Retirement Fixed Income Portfolio III may be irregular. Although the U.S. Treasury guarantees to pay at least the original face value of any inflation-protected securities the Treasury issues, other issuers may not offer the same guarantee. Also, inflation-protected securities, including those issued by the U.S. Treasury, are not protected against deflation. As a result, in a period of deflation, the inflation-protected securities held by the Portfolio may not pay any income and the Portfolio may suffer a loss during such periods. While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in the Portfolio’s value. If interest rates rise due to reasons other than inflation, the Portfolio’s investment in these securities may not be protected to the extent that the increase is not reflected in the securities’ inflation measures. In addition, positive adjustments to principal generally will result in taxable income to the Portfolio at the time of such adjustments (which generally would be distributed by the Portfolio as part of its taxable dividends), even though the principal amount is not paid until maturity. The current market value of inflation-protected securities is not guaranteed and will fluctuate.

Income Risk: Income risk is the risk that falling interest rates will cause the Retirement Fixed Income Portfolio III’s income to decline.

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

Derivatives: Derivatives are instruments, such as futures or swap contracts, whose value is derived from that of other securities or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Retirement Fixed Income Portfolio III uses derivatives, the Portfolio will be directly exposed to the risks of those derivatives. Derivative securities are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested. Additional risks are associated with the use of swaps including counterparty and credit risk (the risk that the other party to a swap agreement will not fulfill its contractual obligations, whether because of bankruptcy or other default) and liquidity risk (the possible lack of a secondary market for the swap agreement).

Securities Lending: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain potential adverse tax consequences. To the extent that the Portfolio holds securities directly and lends those securities, it will be also subject to the foregoing risks with respect to its loaned securities.

PERFORMANCE

Performance information is not available for the Retirement Fixed Income Portfolio III because it has not yet commenced operations. Updated performance information for the Portfolio can be obtained in the future by visiting www.dimensional.com .

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

Dimensional Fund Advisors LP serves as the investment advisor for the Retirement Fixed Income Portfolio III. The following portfolio managers are responsible for coordinating the day-to-day management of the Retirement Fixed Income Portfolio III:

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Investors may purchase or redeem shares of the Retirement Fixed Income Portfolio III on any business day by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment or redemption. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Retirement Fixed Income Portfolio III generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.

TAX INFORMATION

The dividends and distributions you receive from the Retirement Fixed Income Portfolio III are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES

The investment company described in this Prospectus offers a variety of investment portfolios. Each of the investment company’s portfolios has its own investment objective and is the equivalent of a separate mutual fund. Institutional Class shares of the Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II and Dimensional Retirement Fixed Income Fund III (each a “Retirement Portfolio” and collectively, the “Retirement Portfolios”) are described in this Prospectus. Each Retirement Portfolio also offers two additional classes of shares, Class R10 shares and Class R25 shares, which are offered to qualified investors in a separate prospectus. The Retirement Portfolios are designed for long-term investors.

Investment Objective and Policies - Dimensional Retirement Equity Fund II

The following is a summary of the investment strategies and policies of the Underlying Funds in which the Retirement Equity Portfolio invests as of the date of this Prospectus. In addition to, or in place of, investments in the Underlying Funds, the Retirement Equity Portfolio also is permitted to invest directly in the same types of securities of companies that are described below as eligible investments for the Underlying Funds.

Investment Strategies of the Underlying Funds

U.S. Large Company Portfolio- The U.S. Large Company Portfolio generally invests in the stocks that comprise the S&P 500 ^® Index in approximately the proportions they are represented in the S&P 500 ^® Index. The S&P 500 ^® Index is comprised of a broad and diverse group of stocks. Generally, these are the U.S. stocks with the largest market capitalizations and, as a group, they represent approximately 75% of the total market capitalization of all publicly traded U.S. stocks. For the U.S. Large Company Portfolio, the Advisor considers the stocks that comprise the S&P 500 ^® Index to be those of large companies. Under normal market conditions, at least 95% of the U.S. Large Company Portfolio’s net assets will be invested in the stocks that comprise the S&P 500 ^® Index. As a non-fundamental policy, under normal circumstances, the U.S. Large Company Portfolio will invest at least 80% of its net assets in securities of large U.S. companies.

Ordinarily, portfolio securities will not be sold except to reflect additions or deletions of the stocks that comprise the S&P 500 ^® Index, including as a result of mergers, reorganizations and similar transactions and, to the extent necessary, to provide cash to pay redemptions of the U.S. Large Company Portfolio’s shares. Given the impact on prices of securities affected by the reconstitution of the S&P 500 ^® Index around the time of a reconstitution date, the U.S. Large Company Portfolio may purchase or sell securities that may be impacted by the reconstitution before or after the reconstitution date of the S&P 500 ^® Index.

About the S&P 500 ^® Index: The Standard & Poor’s 500 Composite Stock Price Index ^® is market capitalization weighted (adjusted for free float). Its performance is usually cyclical because it reflects periods when stock prices generally rise or fall. For information concerning Standard & Poor’s Rating Group, a division of The McGraw Hill Companies (“S&P”), and disclaimers of S&P with respect to the U.S. Large Company Portfolio, see “Standard & Poor’s—Information and Disclaimers” in the SAI.

U.S. Core Equity 1 Portfolio- The U.S. Core Equity 1 Portfolio purchases a broad and diverse group of common stocks of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (“NYSE”), NYSE Alternext US LLC or Nasdaq Global Market ^® or such other securities exchanges deemed appropriate by the Advisor. The Portfolio’s increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolio’s assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.

The percentage allocation of the assets of the U.S. Core Equity 1 Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. Universe. For example, as of December 31, 2010, securities of the largest U.S. growth companies comprised 16% of the U.S. Universe and the Advisor allocated approximately 10% of the U.S. Core Equity 1 Portfolio to securities of the largest U.S. growth companies. The percentage by which the U.S. Core Equity 1 Portfolio’s allocation to securities of the largest U.S. growth companies is reduced will fluctuate with market movements. Additionally, the range by which the U.S. Core Equity 1 Portfolio’s percentage allocation to the securities of the largest U.S. growth companies is reduced as compared to the U.S. Universe will change from time to time.

International Core Equity Portfolio- The International Core Equity Portfolio purchases a broad and diverse group of stocks of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe. For purposes of this Portfolio, the Advisor defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized as approved markets

for investment by the Advisor’s Investment Committee. The Portfolio’s increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the International Core Equity Portfolio’s assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. An equity issuer is considered a value company primarily because it has a high book value in relation to its market capitalization.

The International Core Equity Portfolio intends to purchase stocks of companies associated with developed market countries that the Advisor has designated as approved markets (For a description of the securities and countries approved for investment, see “Approved Markets for International Underlying Funds”). The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the International Core Equity Portfolio to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. As of December 31, 2010, securities of the largest growth companies in the International Universe comprised approximately 16% of the International Universe and the Advisor allocated approximately 4% of the International Core Equity Portfolio to securities of the largest growth companies in the International Universe. The percentage by which the Portfolio’s allocation to securities of the largest growth companies is reduced will fluctuate with market movements and other factors. Additionally, the range by which the International Core Equity Portfolio’s percentage allocation to the securities of the largest growth companies is reduced as compared to the International Universe will change from time to time. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization.

Large Cap International Portfolio - The Large Cap International Portfolio purchases stocks of large non-U.S. companies using an adjusted market capitalization weighted approach in each country or region designated by the Advisor as an approved market for investment. A company’s market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a large company within an eligible country, the greater its representation in the Portfolio. However, using an adjusted market capitalization weighted approach the Advisor may adjust market capitalization weights to reflect the market capitalization of a particular company and valuation ratios (i.e., book to market value) and modify those weights after considering such factors as free float, momentum, trading strategies, liquidity management and other factors that the Advisor determines appropriate, given market conditions. The Advisor will seek to set country weights based on the relative adjusted market capitalizations of eligible large companies within each country.

The Large Cap International Portfolio intends to purchase stocks of large non-U.S. companies associated with developed market countries that the Advisor has designated as approved markets (For a description of the securities and countries approved for investment, see “Approved Markets for International Underlying Funds”). The Advisor determines the minimum market capitalization of a large company with respect to each country or region in which the Portfolio invests. As of December 31, 2010, for the Large Cap International Portfolio, the lowest minimum market capitalization of a large company in any country or region in which the Large Cap International Portfolio invests was $1,438 million. This threshold will change due to market conditions.

The Emerging Markets Series and Emerging Markets Core Equity Portfolio- The Emerging Markets Series and Emerging Markets Core Equity Portfolio (each an “Emerging Markets Underlying Fund” and together, the “Emerging Markets Underlying Funds”) invest in companies associated with emerging markets, including frontier markets (emerging market countries in an earlier stage of development), authorized for investment as Approved Markets by the Advisor’s Investment Committee (For a description of the securities and countries approved for investment, see “Approved Markets for International Underlying Funds”).

The Emerging Markets Series purchases a broad market coverage of larger companies associated with emerging markets. The Advisor’s definition of large varies across countries and is based primarily on market capitalization. A company’s market capitalization is the number of its shares outstanding times its price per share. In each country authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies’ market capitalizations. The Advisor then defines the minimum market capitalization for a large company in that country. As of December 31, 2010, Russia had the highest size threshold, $4,077 million, and the lowest size threshold, $683 million, was in Hungary. These thresholds will change due to market conditions.

The Emerging Markets Core Equity Portfolio purchases a broad and diverse group of securities associated with emerging markets with an increased exposure to securities of small cap issuers and securities that it considers to be value securities. In assessing value, the Advisor may consider factors such as the issuer’s securities having a high book value in relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the Advisor uses for assessing value are subject to change from time to time.

Each Emerging Markets Underlying Fund may not invest in all such companies or Approved Markets or achieve approximate market weights, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners) and each Emerging Markets Underlying Fund’s policy not to invest more than 25% of its assets in any one industry.

In determining what countries are eligible markets for each Emerging Markets Underlying Fund, the Advisor may consider various factors, including, without limitation, the data, analysis, and classification of countries published or disseminated by the International Bank for Reconstruction (commonly known as the World Bank), the International Finance Corporation, FTSE International, Morgan Stanley Capital International, Citigroup, and the Heritage Foundation. Approved emerging markets may not include all such emerging markets. In determining whether to approve markets for investment, the Advisor will take into account, among other things, market liquidity, investor information, government regulation, including fiscal and foreign exchange repatriation rules, and the availability of other access to these markets by each Emerging Markets Underlying Fund.

Pending the investment of new capital in securities associated with Approved Markets, each Emerging Markets Underlying Fund will typically invest in money market instruments or other highly liquid debt instruments, including those denominated in U.S. dollars (including, without limitation, repurchase agreements). In addition, each Emerging Markets Underlying Fund may, for liquidity or for temporary defensive purposes during periods in which market or economic or political conditions warrant, purchase highly liquid debt instruments or hold freely convertible currencies, although The Emerging Markets Series does not expect the aggregate of all such amounts to exceed 10% of its net assets under normal circumstances, and the Emerging Markets Core Equity Portfolio does not expect the aggregate of all such amounts to exceed 20% of its net assets under normal circumstances.

To the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), both Emerging Markets Underlying Funds also may purchase shares of other investment companies that invest in one or more Approved Markets, although they intend to do so only where access to those markets is otherwise significantly limited. In some Approved Markets, it may be necessary or advisable for an Emerging Markets Underlying Fund to establish a wholly-owned subsidiary or a trust for the purpose of investing in the Approved Markets. Each Emerging Markets Underlying Fund also may invest up to 5% of its assets in convertible debentures issued by companies organized in Approved Markets.

With respect to The Emerging Markets Series, the decision to include or exclude the shares of an issuer will be made primarily on the basis of such issuer’s relative market capitalization determined by reference to other companies located in the same country. Company size is measured in terms of reference to other companies located in the same country and in terms of local currencies in order to eliminate the effect of variations in currency exchange rates. In addition, The Emerging Markets Series may consider a company’s book to market ratio.

The Advisor will not utilize “fundamental” securities research techniques in identifying securities selections for the Emerging Markets Underlying Funds. Even though a company’s stock may meet the applicable market capitalization criterion for The Emerging Markets Series or the investment criterion for the Emerging Markets Core Equity Portfolio, it may not be included in an Emerging Markets Underlying Fund for one or more of a number of reasons. For example, in the Advisor’s judgment, the issuer may be considered in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. The Advisor also will exercise discretion in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.

Approved Markets for International Underlying Funds . As of the date of this Prospectus, the International Core Equity Portfolio and Large Cap International Portfolio may invest in the stocks of companies associated with the following countries designated by the Advisor as Approved Markets: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. With respect to The Emerging Market Series and Emerging Markets Core Equity Portfolio, as of the date of this Prospectus, each Emerging Markets Underlying Fund may invest in the following emerging markets countries that are designated by the Advisor as Approved Markets: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, the Philippines, Peru, Poland, Russia, South Africa, South Korea, Taiwan, Thailand and Turkey. The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets for the International Core Equity Portfolio, Large Cap International Portfolio, The Emerging Markets Series and Emerging Markets Core Equity Portfolio (each an “International Underlying Fund,” and together, the “International Underlying Funds”), depending on a number of factors, such as asset growth in the Underlying Fund and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets for an Underlying Fund. Also, an Underlying Fund may continue to hold investments in countries that are not currently designated as Approved Markets, but had been authorized for investment in the past, and may reinvest distributions received in connection with such existing investments in such previously Approved Markets.

The International Underlying Funds invest in securities of Approved Markets (as identified above) listed on bona fide securities exchanges or traded on the over-the-counter markets. These exchanges or over-the-counter markets may be either within or outside the issuer’s domicile country. For example, the securities may be listed or traded in the form of European Depositary Receipts, Global Depositary Receipts, American Depositary Receipts, or other types of depositary receipts (including nonvoting depositary receipts) or may be listed on bona fide securities exchanges in more than one country. An International Underlying Fund will consider for purchase securities that are associated with an Approved Market, and include, among others: (a) securities of companies that are organized under the laws of, or maintain their principal place of business in, an Approved Market; (b) securities for which the principal trading market is in an Approved Market; (c) securities issued or guaranteed by the government of an Approved Market, its

agencies or instrumentalities, or the central bank of such country or territory; (d) securities denominated in an Approved Market currency issued by companies to finance operations in Approved Markets; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in Approved Markets or have at least 50% of their assets in Approved Markets; (f) equity securities of companies in Approved Markets in the form of depositary shares; (g) securities of pooled investment vehicles that invest primarily in securities of Approved Markets or derivative instruments that derive their value from securities of Approved Markets; or (h) securities included in the International Underlying Fund’s benchmark index. Securities of Approved Markets may include securities of companies that have characteristics and business relationships common to companies in other countries or regions. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries or regions as well as in the Approved Markets. The Advisor, however, will select only those companies that, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the Advisor may invest in companies organized and located in the United States or other countries or regions outside of Approved Markets, including companies having their entire production facilities outside of Approved Markets, when such companies meet the criteria discussed above to be considered associated with Approved Markets.

Portfolio Transactions

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

Investment Objectives and Policies - Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II and Dimensional Retirement Fixed Income Fund III (the “Fixed Income Portfolios”)

Investment Strategies of the Underlying Funds - Dimensional Retirement Fixed Income Fund I and Dimensional Retirement Fixed Income Fund II

The following is a summary of the investment strategies and policies of Underlying Funds in which the Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II invest as of the date of this Prospectus. The Retirement Fixed Income Portfolio I invests in the DFA Two-Year Global Fixed Income Portfolio and the DFA One-Year Fixed Income Portfolio. The Retirement Fixed Income Portfolio II invests in the DFA One-Year Fixed Income Portfolio, the DFA Inflation-Protected Securities Portfolio and the Dimensional Retirement Fixed Income Fund III. In addition to, or in place of, investments in its Underlying Funds, each of the Retirement Fixed Income Portfolio I and the Retirement Fixed Income Portfolio II also is permitted to invest directly in the same types of securities of companies that are described below as eligible investments for its respective Underlying Funds.

DFA Two-Year Global Fixed Income Portfolio- The DFA Two-Year Global Fixed Income Portfolio (the “Two-Year Global Portfolio”) seeks to maximize risk-adjusted total returns from a universe of U.S. and foreign debt securities maturing in two years or less. The Two-Year Global Portfolio invests in obligations issued or guaranteed by the U.S. and foreign governments, their agencies and instrumentalities, corporate debt obligations, bank obligations, commercial paper, repurchase agreements, obligations of other domestic and foreign issuers, securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States, and obligations of supranational organizations. At the present time, the Advisor expects that most investments will be made in the obligations of issuers which are in developed countries, such as those countries which are members of the Organization of Economic Cooperation and Development (“OECD”). However, in the future, the Advisor anticipates investing in issuers located in other countries as well. The fixed income securities in which the Two-Year Global Portfolio invests are considered investment grade at the time of purchase. Under normal market conditions, the Portfolio intends to invest its assets in issuers organized or having a majority of their assets in, or deriving a majority of their operating income in, at least three different countries, one of which may be the United States. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in fixed income securities that mature within two years from the date of settlement.

It is the policy of the Two-Year Global Portfolio that the weighted average length of maturity of investments will not exceed two years. However, investments may be made in obligations maturing in a shorter time period (from overnight, to up to two years from the date of settlement). Because many of the Portfolio’s investments will be denominated in foreign currencies, the Portfolio will also enter into forward foreign currency contracts to protect against uncertainty in the level of future foreign currency rates, to hedge against fluctuations in currency exchange rates or to transfer balances from one currency to another. The Portfolio may use derivatives, such as futures contracts and options on futures contracts, to gain market exposure on its uninvested cash pending investment in securities or to maintain liquidity to pay redemptions.

The Two-Year Global Portfolio may concentrate its investments in obligations of U.S. and foreign banks and bank holding companies. The Portfolio will concentrate its assets (invest more than 25% of its total assets) in obligations of U.S. and/or foreign banks and bank holding companies (“banking industry securities”) when the yield to maturity on eligible portfolio investments in banking industry securities as a group generally exceeds the yield to maturity on all other eligible portfolio investments as a group generally for a period of five consecutive days when the New York Stock Exchange is open for trading. See the section entitled “Investments in the Banking Industry by Retirement Fixed Income Portfolio I Underlying Funds” below for additional information.

DFA One-Year Fixed Income Portfolio - The DFA One Year Fixed Income Portfolio (the “One-Year Portfolio”) seeks to achieve a stable real return in excess of the rate of inflation with a minimum of risk by generally investing in a universe of high quality fixed income securities that typically mature in one year or less. The Portfolio may, however, take a large position in securities maturing within two years of the date of settlement when higher yields are available. The One-Year Portfolio invests in U.S. government obligations, U.S. government agency obligations, dollar-denominated obligations of foreign issuers issued in the U.S., foreign government and agency obligations, bank obligations, including U.S. subsidiaries and branches of foreign banks, corporate obligations, commercial paper, repurchase agreements and obligations of supranational organizations. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in fixed income securities and maintain a weighted average portfolio maturity that will not exceed one year. The Portfolio principally invests in certificates of deposit, commercial paper, bankers’ acceptances, notes and bonds.

The One-Year Portfolio may concentrate its investments in obligations of U.S. and foreign banks and bank holding companies. The Portfolio will concentrate its assets (invest more than 25% of its total assets) in obligations of U.S. and/or foreign banks and bank holding companies (“banking industry securities”) when the yield to maturity on eligible portfolio investments in banking industry securities as a group generally exceeds the yield to maturity on all other eligible portfolio investments as a group generally for a period of five consecutive days when the New York Stock Exchange is open for trading. See the section entitled “Investments in the Banking Industry by Retirement Fixed Income Portfolio I Underlying Funds” below for additional information.

DFA Inflation-Protected Securities Portfolio- The DFA Inflation-Protected Securities Portfolio (the “Inflation-Protected Portfolio”) seeks its investment objective by investing in a universe of inflation-protected securities that are structured to provide returns that at least keep up with the rate of inflation over the long-term. The Inflation-Protected Portfolio ordinarily invests in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities and the credit quality of such inflation-protected securities will be that of such applicable U.S. government, agency or instrumentality issuer.

As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in inflation-protected securities. Inflation-protected securities (also known as inflation-indexed securities) are securities whose principal and/or interest payments are adjusted for inflation, unlike conventional debt securities that make fixed principal and interest payments. Inflation-protected securities include Treasury Inflation-Protected Securities (“TIPS”), which are securities issued by the U.S. Treasury. The principal value of TIPS is adjusted for inflation (payable at maturity) and the semi-annual interest payments by TIPS equal a fixed percentage of the inflation-adjusted principal amount. These inflation adjustments are based upon the Consumer Price Index for Urban Consumers (CPI-U). The original principal value of TIPS is guaranteed, even during periods of deflation. At maturity, TIPS are redeemed at the greater of their inflation-adjusted principal or par amount at original issue. Other types of inflation-protected securities may use other methods to adjust for inflation and other measures of inflation. In addition, inflation-protected securities issued by entities other than the U.S. Treasury may not provide a guarantee of principal value at maturity.

Generally, the Inflation-Protected Portfolio will purchase inflation-protected securities with maturities of between five and twenty years from the date of settlement, although it is anticipated that, at times, the Portfolio will purchase securities outside of this range. The Portfolio ordinarily will have an average weighted maturity, based upon market values, of between three to twelve years.

The Inflation-Protected Portfolio is authorized to invest more than 25% of its total assets in Treasury bonds, bills and notes and obligations of U.S. government agencies and instrumentalities. The Portfolio will not shift the maturity of its investments in anticipation of interest rate movements.

Dimensional Retirement Fixed Income Fund III- The Dimensional Retirement Fixed Income Fund III (the “Retirement Fixed Income Portfolio III”) seeks its investment objective by investing in a universe of fixed income securities structured to provide protection against inflation. The Retirement Fixed Income Portfolio III may invest in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities. The Retirement Fixed Income Portfolio III also may invest in inflation-protected securities of other investment grade issuers, including foreign governments and U.S. and non-U.S. corporations.

redeemed at the greater of their inflation-adjusted principal or par amount at original issue. Other types of inflation-protected securities may use other methods to adjust for inflation and other measures of inflation. In addition, inflation-protected securities issued by entities other than the U.S. Treasury may not provide a guarantee of principal value at maturity.

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

The types of bank and bank holding company obligations in which the Two-Year Global Portfolio and One-Year Portfolio may invest include: dollar-denominated certificates of deposit, bankers’ acceptances, commercial paper and other debt obligations issued in the United States provided such obligations meet each Portfolio’s established credit rating criteria as stated under “ Description of Investments of the Fixed Income Portfolios and Underlying Funds .” In addition, the Two-Year Global Portfolio and One-Year Portfolio are authorized to invest more than 25% of their total assets in Treasury bonds, bills and notes and obligations of federal agencies and instrumentalities.

Description of Investments of the Fixed Income Portfolios and Underlying Funds

The following is a description of the categories of fixed income investments that may be acquired by the Retirement Fixed Income Portfolio III and the Underlying Funds in which the Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II invest:


	Permissible Categories:
One-Year Portfolio		1-8,10-11
Two-Year Global Portfolio		1-11
Inflation-Protected Portfolio		1,2,6,11
Retirement Fixed Income Portfolio III		1,2,4,6-8,10-14

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

2. U.S. Government Agency Obligations —Issued or guaranteed by U.S. government-sponsored instrumentalities and federal agencies, which have different levels of credit support. The U.S. government agency obligations include, but are not limited to, securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration and Ginnie Mae, including Ginnie Mae pass-through certificates. Other securities issued by agencies and instrumentalities sponsored by the U.S. government may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or are supported only by the credit of such agencies, such as Freddie Mac and Fannie Mae.

3. Corporate Debt Obligation s— Nonconvertible corporate debt securities (e.g., bonds and debentures), which are issued by companies whose commercial paper is rated Prime1 by Moody’s or A1 or better by S&P or F1 or better by Fitch and dollar-denominated obligations of foreign issuers issued in the U.S. If the issuer’s commercial paper is unrated, then the debt security would

have to be rated at least AA by S&P or Aa2 by Moody’s or AA by Fitch. If there is neither a commercial paper rating nor a rating of the debt security, then the Advisor must determine that the debt security is of comparable quality to equivalent issues of the same issuer rated at least AA or Aa2.

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

5. Commercial Paper —Rated, at the time of purchase, A1 or better by S&P or Prime1 by Moody’s, or F1 or better by Fitch or, if unrated, issued by a corporation having an outstanding unsecured debt issue rated Aaa by Moody’s or AAA by S&P or AAA by Fitch.

6. Repurchase Agreements —Instruments through which a Fixed Income Portfolio or Underlying Fund purchases securities (“underlying securities”) from a bank or a registered U.S. government securities dealer, with an agreement by the seller to repurchase the securities at an agreed price, plus interest, at a specified rate. The underlying securities will be limited to U.S. government and agency obligations described in (1) and (2) above. A Fixed Income Portfolio or Underlying Fund will not enter into a repurchase agreement with a duration of more than seven days if, as a result, more than 10% of the value of its total assets would be so invested. In addition, a repurchase agreement with a duration of more than seven days will be subject to illiquid securities policy of the Fixed Income Portfolio or Underlying Fund. Also, a Fixed Income Portfolio or Underlying Fund only will invest in repurchase agreements with a bank if the bank has at least $1,000,000,000 in assets and is approved by the Investment Committee of the Advisor. The Advisor will monitor the market value of the securities plus any accrued interest thereon so that they will at least equal the repurchase price.

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

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

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

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

11. Money Market Funds —A Fixed Income Portfolio or Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds.

12. Corporate Debt Obligation s— Retirement Fixed Income Portfolio III - Nonconvertible corporate debt securities (e.g., bonds and debentures), which have received an investment grade rating by Moody’s, Fitch, or S&P, or if unrated, have been determined by the Advisor to be of comparable quality.

13. Commercial Paper — Retirement Fixed Income Portfolio III - Rated, at the time of purchase, A3 or better by S&P or Prime3 or better by Moody’s, or F3 or better by Fitch or, if unrated, issued by a corporation having an outstanding unsecured debt issue rated at least Baa3 by Moody’s or BBB- by S&P or Fitch.

14. Foreign Issuer Obligations — Retirement Fixed Income Portfolio III -Debt securities of non-U.S. issuers that have received a rating of BBB- or better by S&P or Fitch or Baa3 or better by Moody’s, or, if unrated, have been determined by the Advisor to be of comparable quality.

The categories of investments that may be acquired by a Fixed Income Portfolio or Underlying Fund may include both fixed and floating rate securities. Floating rate securities bear interest at rates that vary with prevailing market rates. Interest rate adjustments are made periodically (e.g., every six months), usually based on a money market index such as the London Interbank Offered Rate (LIBOR) or the Treasury bill rate.

The Fixed Income Portfolios will be managed with a view to capturing credit risk premiums and term or maturity premiums. The term “credit risk premium” means the anticipated incremental return on investment for holding obligations considered to have greater credit risk than direct obligations of the U.S. Treasury, and “maturity risk premium” means the anticipated incremental return on investment for holding securities having longer-term maturities as compared to securities having shorter-term maturities. The holding period for assets of the Portfolios will be chosen with a view to maximizing anticipated returns, net of trading costs.

Other Information

Commodity Pool Operator Exemption

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

Fund of Funds Portfolio Turnover

Because the Retirement Equity Portfolio, Retirement Fixed Income Portfolio I, and Retirement Fixed Income Portfolio II are new, information about their portfolio turnover rate is not yet available. Future disclosure of the portfolio turnover rate provided for the Retirement Equity Portfolio, Retirement Fixed Income Portfolio I, and Retirement Fixed Income Portfolio II under the heading “ Portfolio Turnover” will be unaudited. The portfolio turnover rate will be derived from the portfolio turnover rate of the Underlying Funds in which such Portfolios invest.

SECURITIES LOANS

The Retirement Portfolios and the Underlying Funds are authorized to lend securities to qualified brokers, dealers, banks and other financial institutions for the purpose of earning additional income. While a Retirement Portfolio or an Underlying Fund may earn additional income from lending securities, such activity is incidental to the investment objective of the Portfolio or Underlying Fund. The value of securities loaned may not exceed 33 ¹ / 3 % of the value of a Retirement Portfolio’s or Underlying Fund’s total assets, which includes the value of collateral received. To the extent a Retirement Portfolio or Underlying Fund loans a portion of its securities, the Portfolio or Underlying Fund will receive collateral consisting generally of cash or U.S. government securities, which will be maintained by marking to market daily in an amount equal to at least (i) 100% of the current market value of the loaned securities with respect to securities of the U.S. government or its agencies, (ii) 102% of the current market value of the loaned securities with respect to U.S. securities, and (iii) 105% of the current market value of the loaned securities with respect to foreign securities. Subject to its stated investment policies, a Retirement Portfolio or Underlying Fund will generally invest the cash collateral received for the loaned securities in The DFA Short Term Investment Fund (the “Money Market Series”), an affiliated registered money market fund advised by the Advisor for which the Advisor receives a management fee of 0.05% of the average daily net assets of the Money Market Series. The Retirement Portfolios and Underlying Funds may also invest such collateral in securities of the U.S. government or its agencies, repurchase agreements collateralized by securities of the U.S. government or its agencies, and unaffiliated registered and unregistered money market funds. For purposes of this paragraph, agencies include both agency debentures and agency mortgage backed securities.

In addition, a Retirement Portfolio or Underlying Fund will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any dividends, interest or other distributions on the loaned securities. However, dividend income received from loaned securities may not be eligible to be taxed at qualified dividend income rates. A Retirement Portfolio or Underlying Fund will be entitled to recall a loaned security in time to vote proxies or otherwise obtain rights to vote proxies of loaned securities if the Portfolio or Underlying Fund knows a material event will occur. In the event of the bankruptcy of the borrower, DFA Investment Dimensions Group Inc. (the “Fund”) could experience delay in recovering the loaned securities or only recover cash or a security of equivalent value. See “ Principal Risks— Securities Lending ” for a discussion of the risks related to securities lending.

MANAGEMENT OF THE FUND

The Advisor serves as investment advisor to each Retirement Portfolio and each of the Underlying Funds. Pursuant to an Investment Advisory Agreement with each Retirement Portfolio and each Underlying Fund, the Advisor is responsible for the management of their respective assets. The Retirement Portfolios and Underlying Funds are managed using a team approach. The investment team includes the Investment Committee of the Advisor, portfolio managers and trading personnel.

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

In accordance with the team approach used to manage the portfolios, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the portfolios including running buy and sell programs based on the parameters established by the

Investment Committee. The portfolio managers named below coordinate the efforts of all other portfolio managers with respect to the day to day management of the Retirement Portfolios.

Retirement Equity Portfolio

Steven A. Clark, Karen E. Umland,

Joseph H. Chi and Jed S. Fogdall

Fixed Income Portfolios

Stephen A. Clark and

David A. Plecha

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

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

Mr. Chi is a Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined the Advisor as a portfolio manager in 2005 and has been responsible for the international equity portfolios since 2010.

Mr. Fogdall is a Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined the Advisor as a portfolio manager in 2004 and has been responsible for the international equity portfolios since 2010.

Mr. Plecha is a Senior Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Plecha received his BS from the University of Michigan at Ann Arbor in 1983 and his MBA from the University of California at Los Angeles in 1987. Mr. Plecha has been a portfolio manager since 1989 and responsible for the fixed income portfolios since the end of 1991.

The Retirement Portfolios’ SAI provides information about each portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of Fund shares.

The Advisor provides the Retirement Portfolios and Underlying Funds with a trading department and selects brokers and dealers to effect securities transactions. Securities transactions are placed with a view to obtaining best price and execution. The Advisor’s address is 6300 Bee Cave Road, Building One, Austin, TX 78746. A discussion regarding the basis for the Board approving the investment management agreement with respect to each Retirement Portfolio will be available in future annual or semi-annual reports for the Portfolio.

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

The Advisor has been engaged in the business of providing investment management services since May 1981. The Advisor is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. The Advisor controls Dimensional Fund Advisors Ltd. (“DFAL”) and DFA Australia Limited (“DFA Australia”). As of , 2011, assets under management for all Dimensional affiliated advisors totaled approximately $ billion.

Management Fees

The “ Annual Fund Operating Expenses ” tables describe the anticipated fees to be incurred by the Retirement Portfolios for the services provided by the Advisor for the fiscal year ending October 31, 2011.

Sub-Advisors

Pursuant to a Sub-Advisory Agreement with the Advisor, DFA Australia, Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia, at the request of the Advisor, has the authority and responsibility to select brokers and dealers to execute securities transactions for the Retirement Portfolios. DFA Australia’s duties, if requested by the Advisor, include the maintenance of a trading desk for the Retirement Portfolios and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of the Retirement Portfolios and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by the Retirement Portfolios and may delegate this task, subject to its own review, to DFA Australia. DFA Australia maintains and furnishes to the Advisor information and reports on Japanese and Asia Pacific Rim small companies, including its recommendations of securities to be added to the securities that are eligible for purchase by the Retirement Portfolios as well as making recommendations and elections on corporate actions.

Pursuant to a Sub-Advisory Agreement with the Advisor, DFAL, 20 Triton Street, Regent’s Place, London, NW13BF, United Kingdom, a company that is organized under the laws of England, at the request of the Advisor, has the authority and responsibility to select brokers or dealers to execute securities transactions for the Retirement Portfolios. DFAL’s duties, if requested by the Advisor, include the maintenance of a trading desk for the Retirement Portfolios and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of the Retirement Portfolios and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by the Retirement Portfolios and may delegate this task, subject to its own review, to DFAL. DFAL maintains and furnishes to the Advisor information and reports on United Kingdom and European small companies, including its recommendations of securities to be added to the securities that are eligible for purchase by the Retirement Portfolios as well as making recommendations and elections on corporate actions. DFAL is a member of the Financial Services Authority, a self-regulatory organization for investment managers operating under the laws of England.

Fee Waiver and Expense Assumption Agreements

Pursuant to a Fee Waiver and Expense Assumption Agreement (the “Fee Waiver Agreement”) for the Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II, the Advisor has contractually agreed to waive up to the full amount of a Portfolio’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver and Expense Assumption Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of a Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver Agreement for the Portfolios will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

Pursuant to a Fee Waiver and Expense Assumption Agreement (the “Fee Waiver Agreement”) for the Retirement Fixed Income Portfolio III, the Advisor has contractually agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Retirement Fixed Income Portfolio III to the extent necessary to reduce the ordinary operating expenses (not including expenses incurred through its investment in other investment companies and any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Retirement Fixed Income Portfolio III so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver Agreement for the Retirement Fixed Income Portfolio III will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Dividends and Distributions. Each Retirement Portfolio intends to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). As a regulated investment company, a Retirement Portfolio generally pays no federal income tax on the income and gains the Portfolio distributes to you. Dividends from net investment income of a Retirement Portfolio are distributed quarterly (on a calendar basis) and any net realized capital gains (after any reductions for capital loss carryforwards) are distributed annually, typically in December. The Retirement Fixed Income Portfolio III may also make an additional dividend distribution from net investment income in October of each year. The Portfolio may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.

Capital gains distributions may vary considerably from year to year as a result of a Retirement Portfolio’s normal investment activities and cash flows. During a time of economic downturn, a Retirement Portfolio may experience capital losses and unrealized depreciation in the value of its investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Retirement Portfolio may experience a current year loss, it may nonetheless distribute prior year capital gains.

You will automatically receive all income dividends and capital gains distributions in additional shares of the Retirement Portfolio whose shares you hold at net asset value (as of the business date following the dividend record date), unless, upon written notice to the Advisor and completion of account information, you select one of the options listed below:

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

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

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

Annual Statements. At the beginning of each year, you will receive a statement (Form 1099) that shows the tax status of distributions you received the previous calendar year. Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December.

Avoid “Buying A Dividend.” At the time you purchase your Portfolio shares, a Retirement Portfolio’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Portfolio. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Retirement Portfolio just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.”

Tax Considerations. This discussion of “Tax Considerations” should be read in conjunction with the remaining subsections below containing additional information. Also, unless otherwise indicated, the discussion below with respect to a Retirement Portfolio includes in the case of a Portfolio invested in an Underlying Fund classified as a partnership, its pro rata share of the income and assets of such Underlying Fund, and in the case of a Portfolio invested in an Underlying Fund classified as a corporation, its pro rata share of the dividend and distributions of such Underlying Fund.

In general, if you are a taxable investor, Retirement Portfolio distributions are taxable to you as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Portfolio shares or receive them in cash.

For federal income tax purposes, Retirement Portfolio distributions of short-term capital gains are taxable to you as ordinary income. Portfolio distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. A portfolio with a high portfolio turnover rate (a measure of how frequently assets within a portfolio are bought and sold) may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable portfolio with a low turnover rate. With respect to taxable years of a Retirement Portfolio beginning before January 1, 2013, unless such provision is extended or made permanent, a portion of income dividends designated by the Portfolio may be qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met.

Sale or Redemption of Portfolio Shares. The sale of shares of a Retirement Portfolio is a taxable event and may result in a capital gain or loss to you. Capital gain or loss may be realized from an ordinary redemption of shares or an exchange of shares between two Portfolios. Any loss incurred on the sale or exchange of a Retirement Portfolio’s shares, held for six months or less, will be treated as a long-term capital loss to the extent of capital gain dividends received with respect to such shares.

Backup Withholding. By law, a Retirement Portfolio may be required to withhold 28% of taxable dividends, capital gains distributions, and redemption proceeds paid to you if you do not provide your proper taxpayer identification number and certain required certifications. You may avoid this withholding requirement by providing and certifying on the account registration form your correct Taxpayer Identification Number and by certifying that you are not subject to backup withholding and are a U.S. person (including a U.S. resident alien). A Retirement Portfolio must also withhold if the Internal Revenue Service instructs it to do so.

State and Local Taxes. In addition to federal taxes, you may be subject to state and local taxes on distributions from a Retirement Portfolio and on gains arising on redemption or exchange of a Portfolio’s shares. Distributions of interest income and capital gains realized from certain types of U.S. government securities may be exempt from state personal income taxes. To the extent an Underlying Fund organized as a corporation invests in U.S. government obligations, distributions derived from interest on these obligations and paid to its corresponding Portfolio and, in turn, to shareholders are unlikely to be exempt from state and local income tax.

Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by a Retirement Portfolio from long-term capital gains, if any, exempt-interest dividends, and, with respect to taxable years of a Retirement Portfolio that begin before January 1, 2012 (unless such sunset date is extended or made permanent), interest-related dividends paid by a Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any

such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person. Non-U.S. investors also may be subject to U.S. estate tax.

This discussion of “DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES” is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local, or foreign tax consequences before making an investment in a Portfolio. Prospective investors should also consult the SAI.

PURCHASE OF SHARES

Cash Purchases

Investors may purchase Institutional Class shares of any Retirement Portfolio by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment. The Retirement Portfolios generally are available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions, and a limited number of certain other investors as approved from time to time by the Advisor (“Eligible Investors”). Eligible Investors include employees, former employees, shareholders, and directors of the Advisor and the Fund and friends and family members of such persons. All investments are subject to approval of the Advisor, and all investors must complete and submit the necessary account registration forms in good order. The Fund reserves the right to reject any initial or additional investment and to suspend the offering of shares of a Portfolio.

“Good order” with respect to the purchase of shares means that (1) a fully completed and properly signed Account Registration Form and any additional supporting legal documentation required by the Advisor have been received in legible form, and (2) the Advisor has been notified of the purchase by telephone and, if the Advisor so requests, also in writing, no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) on the day of the purchase. If an order to purchase shares must be canceled due to nonpayment, the purchaser will be responsible for any loss incurred by the Fund arising out of such cancellation. To recover any such loss, the Fund reserves the right to redeem shares owned by any purchaser whose order is canceled, and such purchaser may be prohibited or restricted in the manner of placing further orders.

Investors having an account with a bank that is a member or a correspondent of a member of the Federal Reserve System may purchase shares by first calling the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed investment, then requesting the bank to transmit immediately available funds (federal funds) by wire to PNC Bank, N.A. for the account of DFA Investment Dimensions Group Inc. (specify the Portfolio). Additional investments also may be made through the wire procedure by first notifying the Advisor. Investors who wish to purchase shares of the Portfolio by check should send their check to DFA Investment Dimensions Group Inc., c/o BNY Mellon Investment Servicing (US) Inc., Attn:AIM:19K-1A18, 760 Moore Road, King of Prussia, PA 19406.

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

Shares also may be purchased and sold by individuals through securities firms that may charge a service fee or commission for such transactions. No such fee or commission is charged on shares that are purchased or redeemed directly from the Fund. Investors who are clients of investment advisory organizations may also be subject to investment advisory fees under their own arrangements with such organizations.

In-Kind Purchases

If accepted by the Fund, shares of the Retirement Portfolios may be purchased in exchange for securities that are eligible for acquisition by the Retirement Portfolios (or their corresponding Underlying Funds) or otherwise represented in their portfolios as described in this Prospectus or as otherwise consistent with the Fund’s policies or procedures or in exchange for local currencies in which such securities are denominated. Securities and local currencies accepted by the Fund for exchange and Fund shares to be issued in the exchange will be valued as set forth under “ VALUATION OF SHARES ” at the time of the next determination of net asset value after such acceptance. All dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Retirement Portfolio whose shares are being acquired and must be delivered to the Fund by the investor upon receipt from the issuer. Investors who desire to purchase shares of a Retirement Portfolio with local currencies should first contact the Advisor.

upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Fund, the value of any such security (except U.S. government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, may not exceed 5% of the net assets of the Portfolio immediately after the transaction.

A gain or loss for federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange, depending upon the cost of the securities or local currency exchanged. Investors interested in such exchanges should contact the Advisor. Purchases of shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued.

POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING

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

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

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

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

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

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

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

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

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

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

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

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

Although the procedures are designed to discourage excessive short-term trading, none of the procedures individually nor all of the procedures taken together can completely eliminate the possibility that excessive short-term trading activity in a Portfolio may occur. The Retirement Portfolios and Underlying Funds do not knowingly accommodate excessive or disruptive trading activities, including market timing.

VALUATION OF SHARES

Net Asset Value

of the Retirement Portfolio or Underlying Fund less any liabilities, by the total outstanding shares of the stock of the respective Portfolio or Underlying Fund. Note: The time at which transactions and shares are priced may be changed in case of an emergency or if the NYSE closes at a time other than 4:00 p.m. ET.

The value of shares of the Retirement Fixed Income Portfolio III will fluctuate in relation to its own investment experience. The value of the shares of the Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II will fluctuate in relation to its own investment experience and the investment experience of the Underlying Funds in which such Portfolios invest. Securities held by the Portfolios and Underlying Funds will be valued in accordance with applicable laws and procedures adopted by the Board of Directors or Trustees, and generally, as described below.

Securities held by the Retirement Portfolios and equity securities held by the Underlying Funds (including over-the-counter securities) are valued at the last quoted sale price of the day. Securities held by the Retirement Portfolios and Underlying Funds that are listed on Nasdaq Global Market ^® (“Nasdaq”) are valued at the Nasdaq Official Closing Price (“NOCP”). If there is no last reported sale price or NOCP of the day, the Retirement Portfolios and Underlying Funds value the securities at the mean of the most recent quoted bid and asked prices. Price information on listed securities is taken from the exchange where the security is primarily traded.

Generally, securities issued by open-end investment companies, such as the Underlying Funds, are valued using their respective net asset values or public offering prices, as appropriate, for purchase orders placed at the close of the NYSE.

Debt securities will be valued on the basis of prices provided by one or more pricing services or other reasonably reliable sources, including broker/dealers that typically handle the purchase and sale of such securities using data, reflecting the earlier closing of the principal markets for those securities. Securities which are traded over-the-counter and on a stock exchange generally will be valued according to the broadest and most representative market, and it is expected that for bonds and other fixed income securities, this ordinarily will be the over-the-counter market. Net asset value includes interest on fixed income securities which is accrued daily.

The value of the securities and other assets of the Retirement Portfolios and Underlying Funds for which no market quotations are readily available (including restricted securities), or for which market quotations have become unreliable, are determined in good faith at fair value in accordance with procedures adopted by the Board of Directors or Trustees, as the case may be. Fair value pricing may also be used if events that have a significant effect on the value of an investment (as determined in the discretion of the Investment Committee of the Advisor) occur before the net asset value is calculated. When fair value pricing is used, the prices of securities used by the Retirement Portfolios and Underlying Funds may differ from the quoted or published prices for the same securities on their primary markets or exchanges.

To the extent that a Retirement Portfolio or Underlying Fund holds large numbers of securities, it is likely that it will have a larger number of securities that may be deemed illiquid and therefore must be valued pursuant to special procedures adopted by the Board than would a fund that holds a smaller number of securities.

As of the date of this Prospectus, the Retirement Equity Portfolio and Underlying Funds holding foreign equity securities (the “Foreign Equity Funds”) will also fair value price in the circumstances described below. Generally, trading in foreign securities markets is completed each day at various times before the close of the NYSE. For example, trading in the Japanese securities markets is completed each day at the close of the Tokyo Stock Exchange (normally, 2:00 a.m. ET), which is fourteen hours before the close of the NYSE (normally, 4:00 p.m. ET) and the time that the net asset values of the Foreign Equity Funds are computed. Due to the time differences between the closings of the relevant foreign securities exchanges and the time the Foreign Equity Funds price their shares at the close of the NYSE, the Foreign Equity Funds will fair value their foreign investments when it is determined that the market quotations for the foreign investments are either unreliable or not readily available. The fair value prices will attempt to reflect the impact of the U.S. financial markets’ perceptions and trading activities on the Foreign Equity Funds’ foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. For these purposes, the Boards of Directors/Trustees of the Foreign Equity Funds have determined that movements in relevant indices or other appropriate market indicators, after the close of the Tokyo Stock Exchange or the London Stock Exchange, demonstrate that market quotations may be unreliable, and may trigger fair value pricing. Consequently, fair valuation of portfolio securities may occur on a daily basis. The fair value pricing by the Foreign Equity Funds utilizes data furnished by an independent pricing service (and that data draws upon, among other information, the market values of foreign investments). When a Foreign Equity Fund uses fair value pricing, the values assigned to the Foreign Equity Fund’s foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges. The Boards of Directors/Trustees of the Foreign Equity Funds monitor the operation of the method used to fair value price the Foreign Equity Funds’ foreign investments.

Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that a Retirement Portfolio or Underlying Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Portfolio or Underlying Fund determines its net asset value per share. As a result, the sale or redemption by a Retirement Portfolio or Underlying Fund of its shares at net asset value, at a

time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Because the International Underlying Funds own securities that are primarily listed on foreign exchanges which may trade on days when the Retirement Equity Portfolio and Underlying Funds do not price their shares, the net asset values of the Underlying Funds may change on days when shareholders will not be able to purchase or redeem shares.

The net asset values per share of the International Portfolios are expressed in U.S. dollars by translating the net assets of each Portfolio, Master Fund or Underlying Fund using the mean of the most recent bid and asked prices for the dollar as quoted by generally recognized reliable sources.

The Retirement Portfolios and Underlying Funds generally calculate their net asset values per share and accept purchase and redemption orders on days that the NYSE is open for trading.

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

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

Public Offering Price

Provided that the transfer agent has received the investor’s Account Registration Form in good order and the custodian has received the investor’s payment, shares of the Retirement Portfolio selected will be priced at the public offering price, which is the net asset value of the shares next determined after receipt of the investor’s funds by the custodian. The transfer agent or the Fund may, from time to time, appoint sub-transfer agents or various financial intermediaries (“Intermediaries”) for the receipt of purchase orders, redemption orders, and funds from certain investors. Intermediaries, in turn, are authorized to designate other financial intermediaries (“Subdesignees”) to receive purchase and redemption orders for a Retirement Portfolio’s shares from investors. With respect to such investors, the shares of a Retirement Portfolio will be priced at the public offering price calculated after receipt of the purchase order by the Intermediary or Subdesignee, as applicable, that is authorized to receive purchase orders. If the investor buys shares through an Intermediary or a Subdesignee, the purchase price will be the public offering price next calculated after the Intermediary or Subdesignee, as applicable, receives the order, rather than on the day the custodian receives the investor’s payment (provided that the Intermediary or Subdesignee, as applicable, has received the investor’s purchase order in good order, and the investor has complied with the Intermediary’s or Subdesignee’s payment procedures). No reimbursement fee or sales charge is imposed on purchases. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by a Retirement Portfolio arising out of such cancellation. The Fund reserves the right to redeem shares owned by any purchaser whose order is canceled to recover any resulting loss to a Retirement Portfolio and may prohibit or restrict the manner in which such purchaser may place further orders.

EXCHANGE OF SHARES

Investors may exchange Institutional Class shares of one Retirement Portfolio for Institutional Class shares of another eligible portfolio by first contacting the Advisor at (888) 576-1167 or (512) 306-7400 to notify the Advisor of the proposed exchange, and then sending a letter of instruction to DFA Investment Dimensions Group Inc. A letter of instruction for an exchange of shares may be sent by mail to the following: Attn: Client Operations, 6300 Bee Cave Road, Building One, Austin, TX 78746. Shareholders that invest in the Retirement Portfolios through a financial intermediary should contact their financial intermediary for information regarding exchanges.

The minimum amount for an exchange is $100,000. Exchanges are accepted into those portfolios that are eligible for the exchange privilege. Investors may contact the Advisor at the above-listed phone number for more information on such exchanges, for a list of those portfolios that accept exchanges, and to request a copy of the prospectuses of other portfolios of the Fund or Dimensional Investment Group Inc. that may be offered in an exchange. There is no fee imposed on an exchange. However, the Fund reserves the right to impose an administrative fee in order to cover the costs incurred in processing an exchange. Any such fee will be disclosed in the Prospectus. An exchange is treated as a redemption and a purchase. Therefore, an investor could realize a taxable gain or a loss on the transaction. The Fund reserves the right to revise or terminate the exchange privilege, waive the minimum amount requirement, limit the amount of or reject any exchange, as deemed necessary, at any time.

The exchange privilege is not intended to afford shareholders a way to speculate on short-term movements in the markets. Accordingly, in order to prevent excessive use of the exchange privilege that may potentially disrupt the management of the Retirement Portfolios or otherwise adversely affect the Fund, any proposed exchange will be subject to the approval of the Advisor. Such approval will depend on: (i) the size of the proposed exchange; (ii) the prior number of exchanges by that shareholder; (iii) the nature of the underlying securities and the cash position of the portfolios involved in the proposed exchange; (iv) the transaction costs involved in processing the exchange; and (v) the total number of redemptions by exchange already made out of a Retirement Portfolio. Excessive use of the exchange privilege is defined as any pattern of exchanges among portfolios by an investor that evidences market timing.

The redemption and purchase prices of shares redeemed and purchased by exchange, respectively, are the net asset values next determined after the Advisor has received a letter of instruction in good order. “Good order” means a completed letter of instruction specifying the dollar amount to be exchanged, signed by all registered owners (or representatives thereof) of the shares; and if a Fund does not have on file the authorized signatures for the account, proof of authority. Exchanges will be accepted only if stock certificates have not been issued and the shares of the Portfolio being acquired are registered in the investor’s state of residence.

REDEMPTION OF SHARES

Redemption Procedure

Investors who desire to redeem shares of a Retirement Portfolio must first contact the Advisor at (888) 576-1167 or (512) 306-7400. Shareholders who invest in a Retirement Portfolio through a financial intermediary should contact their financial intermediary regarding redemption procedures. Each Retirement Portfolio will redeem shares at the net asset value of such shares next determined after receipt of a written request for redemption in good order, by the transfer agent (or by an Intermediary or a Subdesignee, if applicable. “Good order” means that the request to redeem shares must include all necessary documentation, to be received in writing by the Advisor no later than the close of regular trading on the NYSE (normally, 1:00 p.m. PT), including but not limited to: a letter of instruction or a stock assignment specifying the number of shares or dollar amount to be redeemed, signed by all registered owners (or representatives thereof) of the shares; and, if the Fund does not have on file the authorized signatures for the account, proof of authority.

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

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

Redemption of Small Accounts

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

In-Kind Redemptions

When in the best interests of a Retirement Portfolio, the Portfolio may make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Portfolio owns in lieu of cash or by a distribution of portfolio securities that the Retirement Portfolio receives from Underlying Funds in lieu of cash. Such distributions will be made in accordance with the federal securities laws and regulations governing mutual funds. Investors may incur brokerage charges and other transaction costs selling securities that were received in payment of redemptions. The Retirement Portfolios reserve the right to redeem its shares in the currencies in which

its investments (or the investments of its Underlying Funds) are denominated. Investors may incur charges in converting such securities to dollars and the value of the securities may be affected by currency exchange fluctuations.

DISCLOSURE OF PORTFOLIO HOLDINGS

Each Retirement Portfolio and Underlying Fund generally will disclose up to its 25 largest portfolio holdings (other than cash and cash equivalents) and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio or Underlying Fund, as of the most recent month-end, online at the Advisor’s public website, http:// www.dimensional.com , within 20 days after the end of each month. Each Retirement Portfolio and Underlying Fund also generally will disclose its complete portfolio holdings (other than cash and cash equivalents), as of month-end, online at the Advisor’s public website, two months following the month-end or more frequently and at different periods when authorized in accordance with the Portfolios and Underlying Funds’ policies and procedures. Please consult the SAI for a description of the other policies and procedures that govern disclosure of the portfolio holdings by the Portfolios and Underlying Funds.

DELIVERY OF SHAREHOLDER DOCUMENTS

To eliminate duplicate mailings and reduce expenses, the Retirement Portfolios may deliver a single copy of certain shareholder documents, such as this Prospectus and annual and semi-annual reports, to related shareholders at the same address, even if accounts are registered in different names. This practice is known as “householding.” The Retirement Portfolios will not household personal information documents, such as account statements. If you do not want the mailings of these documents to be combined with other members of your household, please call us collect at (512) 306-7400. We will begin sending individual copies of the shareholder documents to you within 30 days of receiving your request.

SERVICE PROVIDERS


Investment Advisor DIMENSIONAL FUND ADVISORS LP 6300 Bee Cave Road, Building One Austin, TX 78746 Tel. No. (512) 306-7400		Custodian – Domestic BNY MELLON INVESTMENT SERVICING TRUST COMPANY (formerly, PFPC Trust Company) 301 Bellevue Parkway Wilmington, DE 19809
Sub-Advisors DIMENSIONAL FUND ADVISORS LTD. 20 Triton Street Regent’s Place London NW13BF United Kingdom Tel. No. (20) 3033-3300		Accounting Services, Dividend Disbursing and Transfer Agent BNY MELLON INVESTMENT SERVICING (US) INC. (formerly, PNC Global Investment Servicing (U.S.) Inc.) 301 Bellevue Parkway Wilmington, DE 19809
DFA AUSTRALIA LIMITED Level 43 Gateway 1 Macquarie Place Sydney, New South Wales 2000 Australia Tel. No. (612) 8 336-7100		Legal Counsel STRADLEY, RONON, STEVENS & YOUNG, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098

Custodian - International CITIBANK, N.A. 111 Wall Street New York, NY 10005		Independent Registered Public Accounting Firm PRICEWATERHOUSECOOPERS LLP Two Commerce Square Suite 1700 2001 Market Street Philadelphia, PA 19103-7042

Other Available Information

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

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

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

Request free copies from :

•

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

•

The Fund—you represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400.

•

Access them on our Web site at http://www.dimensional.com.

•

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

•

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

•

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

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

(512) 306-7400

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

Subject to Completion,

May 11, 2011

PROSPECTUS

, 2011

Please carefully read the important information it contains before investing.

D FA I NVESTMENT D IMENSIONS G ROUP I NC .

P ORTFOLIOS FOR L ONG -T ERM I NVESTORS S EEKING TO I NVEST I N :

DIMENSIONAL RETIREMENT EQUITY FUND II

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND I

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND II

Ticker:

DIMENSIONAL RETIREMENT FIXED INCOME FUND III

Ticker:

CLASS R10 SHARES

CLASS R25 SHARES

This Prospectus describes the Class R10 and Class R25 shares of each Retirement Portfolio which:

Are generally only available to tax-deferred group retirement and benefit plans.

Do not charge a sales commission or “load.”

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the

adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS


D IMENSIONAL R ETIREMENT E QUITY F UND II

Investment Objective			1

Fees and Expenses of the Portfolio			1

Principal Investment Strategies			2

Principal Risks			2

Performance			3

Investment Advisor/Portfolio Management			3

Purchase and Redemption of Fund Shares			3

Tax Information			4

Payments to Financial Intermediaries			4

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND I

Investment Objective			5

Fees and Expenses of the Portfolio			5

Principal Investment Strategies			6

Principal Risks			7

Performance			7

Investment Advisor/Portfolio Management			8

Purchase and Redemption of Fund Shares			8

Tax Information			8

Payments to Financial Intermediaries			8

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND II

Investment Objective			9

Fees and Expenses of the Portfolio			9

Principal Investment Strategies			10

Principal Risks			11

Performance			12

Investment Advisor/Portfolio Management			12

Purchase and Redemption of Fund Shares			12

Tax Information			12

Payments to Financial Intermediaries			12

D IMENSIONAL R ETIREMENT F IXED I NCOME F UND III

Investment Objective			13

Fees and Expenses of the Portfolio			13

Principal Investment Strategies			13

Principal Risks			14

Performance			15

Investment Advisor/Portfolio Management			15

Purchase and Redemption of Fund Shares			15


Tax Information			16

Payments to Financial Intermediaries			16

A DDITIONAL I NFORMATION ON I NVESTMENT O BJECTIVES AND P OLICIES			17

Investment Objective and Policies – Dimensional Retirement Equity Fund II			17

Investment Objectives and Policies – Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II and Dimensional Retirement Fixed Income Fund III

Other Information			24

S ECURITIES L OANS			24

M ANAGEMENT OF THE F UND			24

Management Fees			25

Fee Waiver and Expense Assumption Agreements			26

Distribution and/or Service Fees			26

D IVIDENDS , C APITAL G AINS D ISTRIBUTIONS AND T AXES			26

P URCHASE OF S HARES			28

Cash Purchases			28

In-Kind Purchases			28

P OLICY R EGARDING E XCESSIVE OR S HORT -T ERM T RADING			29

V ALUATION OF S HARES			30

Net Asset Value			30

Public Offering Price			32

E XCHANGE OF S HARES			32

R EDEMPTION OF S HARES			33

Redemption Procedure for Retirement Plan Participants			33

Redemption Procedure for Retirement Plans			33

Redemption of Small Accounts			33

In-Kind Redemptions			33

D ISCLOSURE OF P ORTFOLIO H OLDINGS			33

S ERVICE P ROVIDERS			34

Dimensional Retirement Equity Fund II

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Equity Fund II (the “Retirement Equity Portfolio”) is to achieve long-term capital appreciation.

FEES AND EXPENSES OF THE PORTFOLIO

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

Shareholder Fees (fees paid directly from your investment):


		Class R10			None
		Class R25			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class R10	Class R25
Management Fee	0.30%	0.30%
Distribution and/or Service (12b-1) Fees	0.10%	0.25%
Other Expenses*
Acquired Fund Fees and Expenses**
Total Annual Fund Operating Expenses
Fee Waiver and/or Expense Reimbursement or (Recovery)***
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.50%	0.65%

* The Retirement Equity Portfolio is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

Example


	l Year		3 Years
Class R10	$	____	$	____
Class R25	$	____	$	____

Portfolio Turnover

are held in a taxable account. The Retirement Equity Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Equity Portfolio is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

PRINCIPAL RISKS

PERFORMANCE

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

•

Karen E. Umland, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1998.

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

Joseph H. Chi, Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005.

•

Jed S. Fogdall, Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004.

PURCHASE AND REDEMPTION OF FUND SHARES

Class R10 shares and Class R25 shares of the Retirement Equity Portfolio are made available to defined-contribution plans, such as 401(k), 457, and 403(b) plans; defined-benefit plans; and other similar group benefit plans that are designed to be exempt from taxation under the Internal Revenue Code (“Plans”). The employer or a service provider for a Plan (“Retirement Services Provider”) must have an agreement with the Portfolio or the Portfolio’s distributor relating to the servicing or distribution of Class R10 shares or Class R25 shares. Investors who are considering an investment in the Portfolio should contact their employer or the Retirement Services Provider for the Plan for details about the purchase procedures and the classes of shares that are available for purchase. A participant in a Plan who desires to redeem shares of the Portfolio must furnish a redemption request to the Retirement Services Provider designated under the Plan. All investments are subject to approval of the Advisor.

TAX INFORMATION

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Class R10 shares and Class R25 shares of the Retirement Equity Portfolio may pay financial intermediaries (such as Retirement Services Providers) for performing certain distribution and/or shareholder services. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Retirement Equity Portfolio over another investment. Ask your Retirement Services Provider or visit your financial intermediary’s website for more information.

Dimensional Retirement Fixed Income Fund I

INVESTMENT OBJECTIVE

FEES AND EXPENSES OF THE PORTFOLIO

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

Shareholder Fees (fees paid directly from your investment):


		Class R10			None
		Class R25			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class R10	Class R25
Management Fee	0.30%	0.30%
Distribution and/or Service (12b-1) Fees	0.10%	0.25%
Other Expenses*
Acquired Fund Fees and Expenses**
Total Annual Fund Operating Expenses
Fee Waiver and/or Expense Reimbursement or (Recovery)***
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.50%	0.65%

* The Retirement Fixed Income Portfolio I is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

Example


	l Year		3 Years
Class R10		$____		$____
Class R25		$____		$____

Portfolio Turnover

A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Retirement Fixed Income Portfolio I does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Fixed Income Portfolio I is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

The Retirement Fixed Income Portfolio I and the Underlying Funds may lend their portfolio securities to generate additional income.

PRINCIPAL RISKS

Fund of Funds Risk: The investment performance of the Retirement Fixed Income Portfolio I is affected by the investment performance of the Underlying Funds in which the Portfolio invests. The ability of the Portfolio to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisor’s decisions regarding the allocation of the Portfolio’s assets among the Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds’ investments. The risks of the Underlying Funds’ investments are described below.

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

Income Risk: Income risk is the risk that falling interest rates will cause the Portfolio’s income to decline.

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

PERFORMANCE

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio I are made available to defined-contribution plans, such as 401(k), 457, and 403(b) plans; defined-benefit plans; and other similar group benefit plans that are designed to be exempt from taxation under the Internal Revenue Code (“Plans”). The employer or a service provider for a Plan (“Retirement Services Provider”) must have an agreement with the Portfolio or the Portfolio’s distributor relating to the servicing or distribution of Class R10 shares or Class R25 shares. Investors who are considering an investment in the Portfolio should contact their employer or the Retirement Services Provider for the Plan for details about the purchase procedures and the classes of shares that are available for purchase. A participant in a Plan who desires to redeem shares of the Portfolio must furnish a redemption request to the Retirement Services Provider designated under the Plan. All investments are subject to approval of the Advisor.

TAX INFORMATION

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio I may pay financial intermediaries (such as Retirement Services Providers) for performing certain distribution and/or shareholder services. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Retirement Fixed Income Portfolio I over another investment. Ask your Retirement Services Provider or visit your financial intermediary’s website for more information.

Dimensional Retirement Fixed Income Fund II

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Fixed Income Fund II (the “Retirement Fixed Income Portfolio II”) is to provide inflation protected fixed income return.

FEES AND EXPENSES OF THE PORTFOLIO

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

Shareholder Fees (fees paid directly from your investment):


		Class R10			None
		Class R25			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class R10	Class R25
Management Fee	0.30%	0.30%
Distribution and/or Service (12b-1) Fees	0.10%	0.25%
Other Expenses*
Acquired Fund Fees and Expenses**
Total Annual Fund Operating Expenses
Fee Waiver and/or Expense Reimbursement or (Recovery)***
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.50%	0.65%

* The Retirement Fixed Income Portfolio II is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

Example


	l Year	3 Years
Class R10	$____	$____
Class R25	$____	$____

Portfolio Turnover

A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Retirement Fixed Income Portfolio II does not pay transaction costs when buying and selling shares of other mutual funds (the “Underlying Funds”); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolio’s performance. Because the Retirement Fixed Income Portfolio II is new, information about portfolio turnover rate is not yet available.

PRINCIPAL INVESTMENT STRATEGIES

The Retirement Fixed Income Portfolio II and the Underlying Funds may lend their portfolio securities to generate additional income.

PRINCIPAL RISKS

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

Income Risk: Income risk is the risk that falling interest rates will cause the Portfolio’s income to decline.

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

PERFORMANCE

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio II are made available to defined-contribution plans, such as 401(k), 457, and 403(b) plans; defined-benefit plans; and other similar group benefit plans that are designed to be exempt from taxation under the Internal Revenue Code (“Plans”). The employer or a service provider for a Plan (“Retirement Services Provider”) must have an agreement with the Portfolio or the Portfolio’s distributor relating to the servicing or distribution of Class R10 shares or Class R25 shares. Investors who are considering an investment in the Portfolio should contact their employer or the Retirement Services Provider for the Plan for details about the purchase procedures and the classes of shares that are available for purchase. A participant in a Plan who desires to redeem shares of the Portfolio must furnish a redemption request to the Retirement Services Provider designated under the Plan. All investments are subject to approval of the Advisor.

TAX INFORMATION

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio II may pay financial intermediaries (such as Retirement Services Providers) for performing certain distribution and/or shareholder services. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Retirement Fixed Income Portfolio II over another investment. Ask your Retirement Services Provider or visit your financial intermediary’s website for more information.

Dimensional Retirement Fixed Income Fund III

INVESTMENT OBJECTIVE

The investment objective of the Dimensional Retirement Fixed Income Fund III (the “Retirement Fixed Income Portfolio III”) is to seek to provide inflation protected long-term fixed income return.

FEES AND EXPENSES OF THE PORTFOLIO

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

Shareholder Fees (fees paid directly from your investment):


		Class R10		None
		Class R25		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class R10	Class R25
Management Fee	0.30%	0.30%
Distribution and/or Service (12b-1) Fees	0.10%	0.25%
Other Expenses*
Total Annual Fund Operating Expenses
Fee Waiver and/or Expense Reimbursement or (Recovery)**
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or (Recovery)	0.50%	0.65%

* The Retirement Fixed Income Portfolio III is a new portfolio, so the “Other Expenses” shown are based on anticipated fees and expenses for the fiscal year ending October 31, 2011.

Example


	l Year	3 Years
Class R10	$____	$____
Class R25	$____	$____

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES

In constructing an investment portfolio, the Advisor identifies a broadly diversified universe of eligible securities with precisely defined maturity ranges and credit quality characteristics. The Advisor will then seek to purchase securities from that universe to form a portfolio with the desired term exposure.

The Retirement Fixed Income Portfolio III may lend its portfolio securities to generate additional income.

PRINCIPAL RISKS

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

little credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government, that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are sponsored by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk. U.S. government agency securities issued or guaranteed by the credit of the agency may still involve a risk of non-payment of principal and/or interest.

Risks of Investing for Inflation Protection: Because the interest and/or principal payments on an inflation protected security are adjusted periodically for changes in inflation, the income distributed by the Retirement Fixed Income Portfolio III may be irregular. Although the U.S. Treasury guarantees to pay at least the original face value of any inflation-protected securities the Treasury issues, other issuers may not offer the same guarantee. Also, inflation-protected securities, including those issued by the U.S. Treasury, are not protected against deflation. As a result, in a period of deflation, the inflation-protected securities held by the Portfolio may not pay any income and the Portfolio may suffer a loss during such periods. While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in the Portfolio’s value. If interest rates rise due to reasons other than inflation, the Portfolio’s investment in these securities may not be protected to the extent that the increase is not reflected in the securities’ inflation measures. In addition, positive adjustments to principal generally will result in taxable income to the Portfolio at the time of such adjustments (which generally would be distributed by the Portfolio as part of its taxable dividends), even though the principal amount is not paid until maturity. The current market value of inflation-protected securities is not guaranteed and will fluctuate.

Income Risk: Income risk is the risk that falling interest rates will cause the Retirement Fixed Income Portfolio III’s income to decline.

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

Derivatives: Derivatives are instruments, such as futures or swap contracts, whose value is derived from that of other securities or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Retirement Fixed Income Portfolio III uses derivatives, the Portfolio will be directly exposed to the risks of those derivatives. Derivative securities are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested. Additional risks are associated with the use of swaps including counterparty and credit risk (the risk that the other party to a swap agreement will not fulfill its contractual obligations, whether because of bankruptcy or other default) and liquidity risk (the possible lack of a secondary market for the swap agreement).

PERFORMANCE

INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT

•

Stephen A. Clark, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001.

•

David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989.

PURCHASE AND REDEMPTION OF FUND SHARES

Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio III are made available to defined-contribution plans, such as 401(k), 457, and 403(b) plans; defined-benefit plans; and other similar group benefit plans that are designed to be exempt from taxation under the Internal Revenue Code (“Plans”). The employer or a service provider for a Plan

(“Retirement Services Provider”) must have an agreement with the Portfolio or the Portfolio’s distributor relating to the servicing or distribution of Class R10 shares or Class R25 shares. Investors who are considering an investment in the Portfolio should contact their employer or the Retirement Services Provider for the Plan for details about the purchase procedures and the classes of shares that are available for purchase. A participant in a Plan who desires to redeem shares of the Portfolio must furnish a redemption request to the Retirement Services Provider designated under the Plan. All investments are subject to approval of the Advisor.

TAX INFORMATION

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Class R10 shares and Class R25 shares of the Retirement Fixed Income Portfolio III may pay financial intermediaries (such as Retirement Services Providers) for performing certain distribution and/or shareholder services. These payments may create a conflict of interest by influencing the financial intermediary to recommend the Retirement Fixed Income Portfolio III over another investment. Ask your Retirement Services Provider or visit your financial intermediary’s website for more information.

ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES

The investment company described in this Prospectus offers a variety of investment portfolios. Each of the investment company’s portfolios has its own investment objective and is the equivalent of a separate mutual fund. Class R10 shares and Class R25 shares of the Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II and Dimensional Retirement Fixed Income Fund III (each a “Retirement Portfolio” and collectively, the “Retirement Portfolios”) are described in this Prospectus. Each Retirement Portfolio also offers an additional class of shares, Institutional Class shares, which are offered to qualified investors in a separate prospectus. The Retirement Portfolios are designed for long-term investors.

Investment Objective and Policies - Dimensional Retirement Equity Fund II

Investment Strategies of the Underlying Funds

Portfolio Transactions

Investment Strategies of the Underlying Funds - Dimensional Retirement Fixed Income Fund I and Dimensional Retirement Fixed Income Fund II

DFA Two-Year Global Fixed Income Portfolio - The DFA Two-Year Global Fixed Income Portfolio (the “Two-Year Global Portfolio”) seeks to maximize risk-adjusted total returns from a universe of U.S. and foreign debt securities maturing in two years or less. The Two-Year Global Portfolio invests in obligations issued or guaranteed by the U.S. and foreign governments, their agencies and instrumentalities, corporate debt obligations, bank obligations, commercial paper, repurchase agreements, obligations of other domestic and foreign issuers, securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States, and obligations of supranational organizations. At the present time, the Advisor expects that most investments will be made in the obligations of issuers which are in developed countries, such as those countries which are members of the Organization of Economic Cooperation and Development (“OECD”). However, in the future, the Advisor anticipates investing in issuers located in other countries as well. The fixed income securities in which the Two-Year Global Portfolio invests are considered investment grade at the time of purchase. Under normal market conditions, the Portfolio intends to invest its assets in issuers organized or having a majority of their assets in, or deriving a majority of their operating income in, at least three different countries, one of which may be the United States. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in fixed income securities that mature within two years from the date of settlement.

DFA Inflation-Protected Securities Portfolio - The DFA Inflation-Protected Securities Portfolio (the “Inflation-Protected Portfolio”) seeks its investment objective by investing in a universe of inflation-protected securities that are structured to provide returns that at least keep up with the rate of inflation over the long-term. The Inflation-Protected Portfolio ordinarily invests in inflation-protected securities issued by the U.S. government and its agencies and instrumentalities and the credit quality of such inflation-protected securities will be that of such applicable U.S. government, agency or instrumentality issuer.

Description of Investments of the Fixed Income Portfolios and Underlying Funds


			Permissible Categories:
One-Year Portfolio			1-8,10-11
Two-Year Global Portfolio			1-11
Inflation-Protected Portfolio			1,2,6,11
Retirement Fixed Income Portfolio III			1,2,4,6-8,10-14

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

3. Corporate Debt Obligation s—Nonconvertible corporate debt securities (e.g., bonds and debentures), which are issued by companies whose commercial paper is rated Prime1 by Moody’s or A1 or better by S&P or F1 or better by Fitch and dollar-denominated obligations of foreign issuers issued in the U.S. If the issuer’s commercial paper is unrated, then the debt security would

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

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

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

11. Money Market Funds —A Fixed Income Portfolio or Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds.

14. Foreign Issuer Obligations — Retirement Fixed Income Portfolio III - Debt securities of non-U.S. issuers that have received a rating of BBB- or better by S&P or Fitch or Baa3 or better by Moody’s, or, if unrated, have been determined by the Advisor to be of comparable quality.

Other Information

Commodity Pool Operator Exemption

Fund of Funds Portfolio Turnover

SECURITIES LOANS

MANAGEMENT OF THE FUND

Investment Committee. The portfolio managers named below coordinate the efforts of all other portfolio managers with respect to the day to day management of the Retirement Portfolios.

Retirement Equity Portfolio

Steven A. Clark, Karen E. Umland,

Joseph H. Chi and Jed S. Fogdall

Fixed Income Portfolios

Stephen A. Clark and

David A. Plecha

Management Fees

Sub-Advisors

Fee Waiver and Expense Assumption Agreements

Distribution and/or Service Fees

The Fund has adopted a distribution plan under Rule 12b-1 that allows a class of a Retirement Portfolio to pay fees for the sale of its shares and/or for services provided to its shareholders by financial intermediaries, such Retirement Services Providers (“12b-1 fees”). Each plan provides for payments, based on annualized percentage of average daily net assets, of up to 0.10% for Class R10 shares and up to 0.25% for Class R25 shares. Because the 12b-1 fees are paid out of a Portfolio’s assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than if you paid other types of sales charges.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

an additional dividend distribution from net investment income in October of each year. The Portfolio may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.

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

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

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

obligations and paid to its corresponding Portfolio and, in turn, to shareholders are unlikely to be exempt from state and local income tax.

PURCHASE OF SHARES

Cash Purchases

Class R10 shares and Class R25 shares of a Portfolio are made available to defined-contribution plans, such as 401(k), 457, and 403(b) plans; defined-benefit plans; and other similar group benefit plans that are designed to be exempt from taxation under the Internal Revenue Code (“Retirement Plans”). Class R10 shares and Class R25 shares of the Portfolios are available to a Retirement Plan if the Retirement Services Provider for the Retirement Plan has entered into an agreement with the Fund to provide shareholder services to the Retirement Plan and Retirement Plan Participants in connection with their investments in the Class R10 shares or Class R25 shares of the Portfolios. Provided that the Portfolios are available under an employer’s Retirement Plan, shares may be purchased by following the procedures adopted by the respective employer or Retirement Services Provider and approved by the Fund’s management for making investments. Investors who are considering an investment in the Portfolios should contact their employer or the Retirement Services Provider for the Retirement Plan for details about the purchase procedures and the classes of shares and Portfolios that are available for purchase. The Fund does not impose a minimum purchase requirement, but investors who wish to purchase shares of the Portfolios should determine whether their employer’s Retirement Plan or Retirement Services Provider imposes a minimum transaction requirement. Purchases of shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued. The Fund reserves the right to reject any initial or additional investment and to suspend the offering of shares of any Portfolio or class of any Portfolio.

In-Kind Purchases

The Fund will not accept securities in exchange for shares of a Retirement Portfolio unless: (1) such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio and current market quotations are readily available for such securities; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Fund, the value of any such security (except U.S. government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, may not exceed 5% of the net assets of the Portfolio immediately after the transaction.

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

POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING

Under the Fund’s purchase blocking procedures, the following purchases and redemptions will not trigger a purchase block: (i) purchases and redemptions of shares having a value in each transaction of less than $5,000; (ii) purchases and redemptions by U.S. registered investment companies that operate as fund of funds and non-U.S. investment companies that operate as fund of funds that the Fund or Dimensional, in their sole discretion, have determined are not designed and/or are not serving as vehicles for excessive short-term or other disruptive trading (in each case, the fund of funds shall agree to be subject to monitoring by Dimensional); (iii) purchases and redemptions by a feeder portfolio of a master fund’s shares; (iv) systematic or automated transactions where the shareholder, financial advisor or investment fiduciary does not exercise direct control over the investment decision; (v) retirement plan contributions, loans, loan repayments and distributions (including hardship withdrawals) identified as such in the retirement plan recordkeeper’s system; (vi) purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; (vii) purchases of shares with Portfolio dividends or capital gain distributions; (viii) transfers and reregistrations of shares within the same Retirement Portfolio; and (ix) transactions by 529 Plans. Notwithstanding the Fund’s purchase blocking procedures, all transactions in Portfolio shares are subject to the right of the Fund and Dimensional to restrict potentially disruptive trading activity (including purchases and redemptions described above that will not be subject to the purchase blocking procedures).

shareholders in Omnibus Accounts engaged in trading that is inconsistent with the Trading Policy or otherwise not in the best interests of the Fund. The Fund, Dimensional or their designees, when they detect trading patterns in shares of the Fund that may constitute short-term or excessive trading, will provide written instructions to the Intermediary to restrict or prohibit further purchases or exchanges of shares of the Retirement Portfolios by a shareholder that has been identified as having engaged in excessive or short-term transactions in the Retirement Portfolios’ shares (directly or indirectly through the Intermediary’s account) that violate the Trading Policy.

VALUATION OF SHARES

Net Asset Value

The net asset value per share of each class of each Retirement Portfolio and the net asset value per share of each Underlying Fund is calculated after the close of the NYSE (normally, 4:00 p.m. ET) by dividing the total value of the investments and other assets of the Retirement Portfolio or Underlying Fund less any liabilities, by the total outstanding shares of the stock of the respective Portfolio or Underlying Fund. Note: The time at which transactions and shares are priced may be changed in case of an emergency or if the NYSE closes at a time other than 4:00 p.m. ET.

The Retirement Portfolios and Underlying Funds generally calculate their net asset values per share and accept purchase and redemption orders on days that the NYSE is open for trading.

Public Offering Price

Provided that the Retirement Services Provider designated by a Retirement Plan has received the investor’s investment instructions in good order and the custodian has received the investor’s payment, shares of the Retirement Portfolio selected will be priced at the public offering price, which is the net asset value of the shares next determined after receipt of the investor’s funds by the custodian. The transfer agent or the Fund may, from time to time, appoint sub-transfer agents or various financial intermediaries (“Intermediaries”) for the receipt of purchase orders, redemption orders, and funds from certain investors. Intermediaries, in turn, are authorized to designate other financial intermediaries (“Subdesignees”) to receive purchase and redemption orders for a Retirement Portfolio’s shares from investors. With respect to such investors, the shares of a Retirement Portfolio will be priced at the public offering price calculated after receipt of the purchase order by the Intermediary or Subdesignee, as applicable, that is authorized to receive purchase orders. If the investor buys shares through an Intermediary or a Subdesignee, the purchase price will be the public offering price next calculated after the Intermediary or Subdesignee, as applicable, receives the order, rather than on the day the custodian receives the investor’s payment (provided that the Intermediary or Subdesignee, as applicable, has received the investor’s purchase order in good order, and the investor has complied with the Intermediary’s or Subdesignee’s payment procedures). No reimbursement fee or sales charge is imposed on purchases. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by a Retirement Portfolio arising out of such cancellation. The Fund reserves the right to redeem shares owned by any purchaser whose order is canceled to recover any resulting loss to a Retirement Portfolio and may prohibit or restrict the manner in which such purchaser may place further orders.

EXCHANGE OF SHARES

Investors may exchange Class R10 and Class R25 shares of one Retirement Portfolio for the same class of shares of another eligible portfolio. The minimum amount for an exchange is $100,000.

Retirement Plan participants may be able to exchange shares. Please contact your employer or the Retirement Services Provider to determine if an exchange of shares is available and the documentation required.

For Retirement Plan participants exchanging shares, the redemption and purchase prices of shares redeemed and purchased by exchange, respectively, are the net asset values next determined after the Retirement Services Provider has received appropriate instructions in the form required by such Retirement Services Provider.

There is no fee imposed on an exchange. However, the Fund reserves the right to impose an administrative fee in order to cover the costs incurred in processing an exchange. Any such fee will be disclosed in the Prospectus. The Fund reserves the right to revise or terminate the exchange privilege, waive the minimum amount requirement, limit the amount of or reject any exchange, as deemed necessary, at any time.

REDEMPTION OF SHARES

Redemption Procedure for Retirement Plan Participants

A participant in a Retirement Plan or a client of an institution who desires to redeem shares of a Retirement Portfolio must furnish a redemption request to the Retirement Services Provider designated under the Retirement Plan or by the institution in the form required by such Retirement Services Provider. The Retirement Services Provider will adopt procedures approved by management of the Fund for transmitting redemption orders.

Redemption Procedure for Retirement Plans

A Retirement Plan that desires to redeem shares of a Retirement Portfolio must furnish a redemption request to the Fund. Each Retirement Portfolio will redeem shares at the net asset value of such class of shares next determined after receipt of a request for redemption in good order by the Portfolio’s transfer agent. “Good order” means that the request to redeem shares must include all necessary documentation, to be received in writing by the Advisor no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET), including but not limited to: the stock certificate(s), if issued; a letter of instruction or a stock assignment specifying the number of shares or dollar amount to be redeemed, signed by all registered owners (or representatives thereof) of the shares; and, if the Fund does not have on file the authorized signatures for the account, proof of authority. A Retirement Plan that has authorized redemption payment on redemption request to the Fund may request that redemption proceeds be paid in federal funds wired to the bank they have designated on the redemption request. The Fund reserves the right to send redemption proceeds by check in its discretion; a shareholder may request overnight delivery of such check at the shareholder’s own expense. If the proceeds are wired to the shareholder’s account at a bank which is not a member of the Federal Reserve System, there could be a delay in crediting the funds to the bank account. The Fund reserves the right at any time to suspend or terminate the redemption by wire procedure after notification to the Retirement Plan. No charge is made by the Fund for redemptions. The redemption of all shares in an account will result in the account being closed. A new Account Registration Form will be required for future investments.

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

Redemption of Small Accounts

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

In-Kind Redemptions

DISCLOSURE OF PORTFOLIO HOLDINGS

SERVICE PROVIDERS

Investment Advisor

DIMENSIONAL FUND ADVISORS LP

6300 Bee Cave Road, Building One

Austin, TX 78746

Tel. No. (512) 306-7400

Custodian – Domestic

BNY MELLON INVESTMENT SERVICING TRUST

COMPANY

(formerly, PFPC Trust Company)

301 Bellevue Parkway

Wilmington, DE 19809

Sub-Advisors

DIMENSIONAL FUND ADVISORS LTD.

20 Triton Street

Regent’s Place

London NW13BF

United Kingdom

Tel. No. (20) 3033-3300

Accounting Services, Dividend Disbursing

and Transfer Agent

BNY MELLON INVESTMENT SERVICING

(US) INC.

(formerly, PNC Global Investment Servicing (U.S.) Inc.)

301 Bellevue Parkway

Wilmington, DE 19809

DFA AUSTRALIA LIMITED

Level 43 Gateway

1 Macquarie Place

Sydney, New South Wales 2000

Australia

Tel. No. (612) 8 336-7100

Legal Counsel

STRADLEY RONON STEVENS & YOUNG, LLP

2600 One Commerce Square

Philadelphia, PA 19103-7098

Custodian – International

CITIBANK, N.A.

111 Wall Street

New York, NY 10005

Independent Registered Public Accounting Firm

PRICEWATERHOUSECOOPERS LLP

Two Commerce Square

Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Other Available Information

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

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

Request free copies from :

•

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

•

The Fund—you represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400.

•

Access them on our Web site at http://www.dimensional.com.

•

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

•

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

•

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One

Austin, TX 78746

(512) 306-7400

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

LOGO LOGO

Subject to Completion, May 11, 2011

INSTITUTIONAL CLASS SHARES

DFA INVESTMENT DIMENSIONS GROUP INC.

6300 Bee Cave Road, Building One, Austin, Texas 78746

Telephone: (512) 306-7400

STATEMENT OF ADDITIONAL INFORMATION

, 2011

DFA Investment Dimensions Group Inc. (the “Fund” or “DFAIDG”) is an open-end management investment company that offers sixty-six series of shares. This Statement of Additional Information (“SAI”) relates to the Institutional Class shares of four series of the Fund (the “Portfolios”):

Dimensional Retirement Equity Fund II

Ticker:

Dimensional Retirement Fixed Income Fund I

Ticker:

Dimensional Retirement Fixed Income Fund II

Ticker:

Dimensional Retirement Fixed Income Fund III

Ticker:

This SAI is not a Prospectus but should be read in conjunction with the Prospectus for the Institutional Class shares of the Portfolios, dated , 2011, as amended from time to time. As of , 2011, the Portfolios have not yet commenced operations. No financial information is shown for the Portfolios in the Fund’s annual report for the fiscal year ended October 31, 2010. The Prospectus can be obtained by writing to the Fund at the above address or by calling the above telephone number.

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

TABLE OF CONTENTS


PORTFOLIO CHARACTERISTICS AND POLICIES			1

BROKERAGE TRANSACTIONS			1

INVESTMENT LIMITATIONS			2

FUTURES CONTRACTS			4

SWAPS			5

FORWARD FOREIGN CURRENCY TRANSACTIONS			5

CASH MANAGEMENT PRACTICES			6

CONVERTIBLE DEBENTURES			7

EXCHANGE TRADED FUNDS			8

PORTFOLIO TURNOVER RATES			8

STANDARD & POOR’S—INFORMATION AND DISCLAIMERS			8

DIRECTORS AND OFFICERS			8

SERVICES TO THE FUND			19

ADVISORY FEES			20

PORTFOLIO MANAGERS			21

GENERAL INFORMATION			23

CODE OF ETHICS			24

SHAREHOLDER RIGHTS			24

PRINCIPAL HOLDERS OF SECURITIES			24

PURCHASE OF SHARES			24

REDEMPTION AND TRANSFER OF SHARES			25

TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS			25

PROXY VOTING POLICIES			38

DISCLOSURE OF PORTFOLIO HOLDINGS			39

FINANCIAL STATEMENTS			41

PERFORMANCE DATA			41

PORTFOLIO CHARACTERISTICS AND POLICIES

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

This SAI relates to the Institutional Class shares of the Dimensional Retirement Equity Fund II (the “Retirement Equity Portfolio”), Dimensional Retirement Fixed Income Fund I (the “Retirement Fixed Income Portfolio I”), Dimensional Retirement Fixed Income Fund II (the “Retirement Fixed Income Portfolio II”) and Dimensional Retirement Fixed Income Fund III (the “Retirement Fixed Income Portfolio III”). Each Portfolio also offers two additional classes of shares, Class R10 shares and Class R25 shares.

The Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II (each a “Fund of Funds” and together, the “Funds of Funds”) each generally allocates its assets among other mutual funds managed by Dimensional Fund Advisors LP (the “Underlying Funds”). The Underlying Funds in which the Retirement Equity Portfolio may invest include: U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging Markets Series (the “Equity Underlying Funds”). The Underlying Funds in which Retirement Fixed Income Portfolio I may invest include: DFA One-Year Fixed Income Portfolio and DFA Two-Year Global Fixed Income Portfolio. The Underlying Funds in which Retirement Fixed Income Portfolio II may invest include: DFA One-Year Fixed Income Portfolio, DFA Inflation-Protected Securities Portfolio and Retirement Fixed Income Portfolio III. Each Underlying Fund (except The Emerging Markets Series) is a series of the Fund. The Emerging Markets Series is a series of The DFA Investment Trust Company. In addition to investments in the Underlying Funds, each Fund of Funds is permitted to invest directly in securities.

Dimensional Fund Advisors LP (the “Advisor” or “Dimensional”) serves as investment advisor to the Portfolios and Underlying Funds. The Advisor is organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. Unless otherwise indicated, the following information applies to all of the Portfolios and Underlying Funds.

Each Portfolio and Underlying Fund is diversified under the federal securities laws and regulations.

Each Portfolio has adopted a non-fundamental policy as required by Rule 35d-1 under the Investment Company Act of 1940 (the “1940 Act”) that, under normal circumstances, at least 80% of the value of the Portfolio’s net assets, plus the amount of any borrowings for investment purposes, will be invested in a specific type of investment. Additionally, if a Portfolio changes its 80% investment policy, the Portfolio will notify shareholders at least 60 days before the change, and will change the name of the Portfolio. For more information on each Portfolio’s specific 80% policy, see the “PRINCIPAL INVESTMENT STRATEGIES” section in the Prospectus.

BROKERAGE TRANSACTIONS

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

With respect to investments in fixed income instruments, a Portfolio or Underlying Fund acquires and sells securities on a net basis with dealers which are major market makers in such securities. The Investment Committee of the Advisor selects dealers on the basis of their size, market making, and credit analysis ability. When executing portfolio transactions, the Advisor seeks to obtain the most favorable price for the securities being traded among the dealers with whom the Portfolio or Underlying Fund effects transactions.

Portfolio transactions will be placed with a view to receiving the best price and execution. A Portfolio or Underlying Fund will seek to acquire and dispose of securities in a manner which would cause as little fluctuation in the market prices of securities being purchased or sold as possible in light of the size of the transactions being effected, and brokers will be selected with this goal in view. The Advisor monitors the performance of brokers which effect transactions for a Portfolio or Underlying Fund to determine the effect that the brokers’ trading has on

the market prices of the securities in which the Portfolio or Underlying Fund invests. The Advisor also checks the rate of commission being paid by a Portfolio or Underlying Fund to its brokers to ascertain that the rates are competitive with those charged by other brokers for similar services. Dimensional Fund Advisors Ltd. and DFA Australia Limited may also perform these services for the Portfolios and certain Underlying Funds.

Subject to the duty of a Portfolio or Underlying Fund to seek to obtain best price and execution, transactions may be placed with brokers that have assisted in the sale of Portfolio shares. The Advisor, however, pursuant to policies and procedures approved by the Board of Directors/Trustees of DFAIDG and DFAITC, is prohibited from selecting brokers and dealers to effect the portfolio securities transactions for a Portfolio or Underlying Fund based (in whole or in part) on a broker’s or dealer’s promotion or sale of shares issued by the Portfolio or Underlying Fund or any other registered investment companies.

Companies eligible for investment by the Equity Underlying Funds (except the U.S. Large Company Portfolio) may be thinly traded securities. The Advisor believes that it needs maximum flexibility to effect trades on a best execution basis. As deemed appropriate, the Advisor places buy and sell orders for a Portfolio with various brokerage firms that may act as principal or agent. The Advisor may also make use of direct market access and algorithmic, program or electronic trading methods. The Advisor may extensively use electronic trading systems as such systems can provide the ability to customize the orders placed and can assist in the Advisor’s execution strategies.

Transactions also may be placed with brokers who provide the Advisor or the sub-advisors with investment research, such as reports concerning individual issuers, industries and general economic and financial trends and other research services. The investment advisory agreement permits the Advisor knowingly to pay commissions on these transactions that are greater than another broker, dealer or exchange member might charge if the Advisor, in good faith, determines that the commissions paid are reasonable in relation to the research or brokerage services provided by the broker or dealer when viewed in terms of either a particular transaction or the Advisor’s overall responsibilities to the accounts under its management. Research services furnished by brokers through whom securities transactions are effected may be used by the Advisor in servicing all of its accounts and not all such services may be used by the Advisor with respect to the Portfolios and Underlying Funds.

INVESTMENT LIMITATIONS

Each Portfolio has adopted certain limitations which may not be changed without the approval of a majority of the outstanding voting securities of the Portfolio. A “majority” is defined as the lesser of: (1) at least 67% of the voting securities of the Portfolio (to be affected by the proposed change) present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Portfolio.

Each Portfolio will not:

(1)

borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Securities and Exchange Commission (the “SEC”);

(2)

make loans, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC; provided that in no event shall the Portfolio be permitted to make a loan to a natural person;

(3)

purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent the Portfolio from: (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) purchasing or selling real estate mortgage loans;

(4)

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

(5)

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

(6)

engage in the business of underwriting securities issued by others;

(7)

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

(8)

The Retirement Fixed Income Portfolio I will not:

(9)

concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or securities of other investment companies), except that the Portfolio shall invest more than 25% of its total assets in obligations of banks and bank holding companies (“banking industry securities”) when the yield to maturity on eligible portfolio investments in banking industry securities as a group generally exceeds the yield to maturity on all other eligible portfolio investments as a group generally for a period of five consecutive days when the New York Stock Exchange is open for trading.

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

The investment limitations described in (5), (8) and (9) above do not prohibit each Fund of Funds from investing all or substantially all of its assets in the shares of one or more registered, open-end investment companies, such as the Underlying Funds. In applying the investment limitations, each such Portfolio will look through to the security holdings of the Underlying Funds in which the Portfolio invests.

With respect to the investment limitation described in (1) above, each Portfolio will maintain asset coverage of at least 300% (as described in the 1940 Act), inclusive of any amounts borrowed, with respect to any borrowings made by the Portfolio. The Portfolios do not currently intend to borrow money for investment purposes.

Although the investment limitation described in (2) above prohibits loans, each Portfolio is authorized to lend portfolio securities.

Each Portfolio is required to operate in accordance with the SEC staff’s current position on illiquid assets, which limits investments in illiquid assets to 15% of a Portfolio’s net assets. Further, pursuant to Rule 144A under the Securities Act of 1933, a Portfolio may purchase certain unregistered (i.e., restricted) securities upon a determination that a liquid institutional market exists for the securities. If it is determined that a liquid market does exist, the securities will not be subject to the 15% limitation on holdings of illiquid securities. While maintaining oversight, the Board of Directors of the Fund has delegated the day-to-day function of making liquidity determinations to the Advisor. For Rule 144A securities to be considered liquid, there must be at least two dealers making a market in such securities. After purchase, the Board of Directors and the Advisor will continue to monitor the liquidity of Rule 144A securities.

For purposes of the investment limitations described in (8) and (9) above, management does not consider securities that are issued by the U.S. government or its agencies or instrumentalities to be investments in an “industry.” However, management currently considers securities issued by a foreign government (but not the U.S. government or its agencies or instrumentalities) to be subject to the 25% limitation. Thus, not more than 25% of a Portfolio’s total assets will be invested in securities issued by any one foreign government or supranational organization. A Portfolio might invest in certain securities issued by companies in a particular industry whose obligations are guaranteed by a foreign government. Management could consider such a company to be within the particular industry and, therefore, a Portfolio will invest in the securities of such a company only if the Portfolio can do so under the Portfolio’s policy of not being concentrated in any single industry.

Additionally, for purposes of the investment limitations above, tax-exempt securities issued or guaranteed by the U.S., state or local governments or political subdivisions of governments are not considered to be a part of any industry.

Unless otherwise indicated, all limitations applicable to a Portfolio’s investments apply only at the time that a transaction is undertaken.

FUTURES CONTRACTS

The Retirement Fixed Income Portfolio III, the Equity Underlying Funds, and the DFA Two-Year Global Fixed Income Portfolio may enter into futures contracts and options on future contracts to gain market exposure on the Portfolio’s uninvested cash pending investments in securities and to maintain liquidity to pay redemptions.

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

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

SWAPS

The Retirement Fixed Income Portfolio III may enter into certain types of swap agreements, including inflation swap agreements, asset swap agreements and real return swap agreements.

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swap agreements may be used by the Retirement Fixed Income Portfolio III to hedge the inflation risk in nominal bonds (i.e. non-inflation indexed bonds) thereby creating “synthetic” inflation-indexed bonds. The values of inflation swap agreements are expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of an inflation swap agreement. Additionally, payments received by the Retirement Fixed Income Portfolio III from inflation swap agreements will result in taxable income, either as ordinary income or capital gains, rather than tax-exempt income, which will increase the amount of taxable distributions received by shareholders.

The Advisor and the Fund do not believe that the Retirement Fixed Income Portfolio III’s obligations under swap contracts are senior securities and, accordingly, the Retirement Fixed Income Portfolio III will not treat them as being subject to the Retirement Fixed Income Portfolio III’s borrowing or senior securities restrictions. However, with respect to swap contracts that provide for the netting of payments, the net amount of the excess, if any, of the Retirement Fixed Income Portfolio III’s obligations over its entitlements with respect to each swap contract will be accrued on a daily basis and an amount of segregated assets having an aggregate market value at least equal to the accrued excess will be maintained to cover the transactions in accordance with SEC positions. With respect to swap contracts that do not provide for the netting of payments by the counterparties, the full notional amount for which the Retirement Fixed Income Portfolio III is obligated under the swap contract with respect to each swap contract will be accrued on a daily basis and assets having an aggregate market value at least equal to the accrued full notional value will be segregated and maintained to cover the transactions in accordance with SEC positions. To the extent that the Retirement Fixed Income Portfolio III cannot dispose of a swap in the ordinary course of business within seven days at approximately the value at which the Retirement Fixed Income Portfolio III has valued the swap, the Retirement Fixed Income Portfolio III will treat the swap as illiquid and subject to its overall limit on illiquid investments of 15% of the Retirement Fixed Income Portfolio III’s net assets.

FORWARD FOREIGN CURRENCY TRANSACTIONS

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

With respect to the International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging Markets Series (each an “International Equity Underlying Fund” and together the “International Equity Underlying Funds”), each Underlying Fund may enter into a forward contract in connection with the purchase or sale of foreign equity securities, typically to “lock in” the value of the transaction with respect to a different currency. In addition, an International Equity Underlying Fund may, from time to time, enter into a forward contract to transfer balances from one currency to another currency.

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

CASH MANAGEMENT PRACTICES

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

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


Portfolios and Underlying Funds	Permissible Cash Investments*	Percentage Guidelines**
Retirement Equity Portfolio	Money market instruments; highly liquid fixed income securities; freely convertible currencies; affiliated and unaffiliated registered and unregistered money market funds***	20%
Retirement Fixed Income Portfolio I	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds.***	20%
Retirement Fixed Income Portfolio II	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds.***	20%
Retirement Fixed Income Portfolio III	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds; index futures contracts, and options thereon.***	20%
U.S. Core Equity 1 Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	20%
U.S. Large Company Portfolio	Short-term fixed income securities; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	5%
International Core Equity Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	20%


Portfolios and Underlying Funds	Permissible Cash Investments*	Percentage Guidelines**
Large Cap International Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	20%
Emerging Markets Core Equity Portfolio	Money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	20%
The Emerging Markets Series	Money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	10%
DFA One-Year Fixed Income Portfolio	Affiliated and unaffiliated registered or unregistered money market funds***	N.A.
DFA Two-Year Global Fixed Income Portfolio	Index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***	N.A.
DFA Inflation-Protected Securities Portfolio	Short-term government fixed income obligations; affiliated and unaffiliated registered and unregistered money market funds, including government money market funds***	N.A.

*	With respect to fixed income instruments, except in connection with corporate actions, the Portfolios and Underlying Funds will invest in fixed income instruments that at the time of purchase have an investment grade rating by a rating agency or are deemed to be investment grade by the Advisor.

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

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

CONVERTIBLE DEBENTURES

Each International Equity Underlying Fund may invest up to 5% of its assets in convertible debentures issued by non-U.S. companies located in the countries where the Underlying Fund is permitted to invest. Convertible debentures include corporate bonds and notes that may be converted into or exchanged for common stock. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible debenture to some extent varies inversely with interest rates. While providing a fixed income stream (generally higher in yield than the income derived from a common stock but lower than that afforded by a nonconvertible debenture), a convertible debenture also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is convertible. As the market price of the underlying common stock declines, convertible debentures tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible debenture tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, an Underlying Fund may be required to pay for a convertible debenture an amount in excess of the value of the underlying common stock. Common stock acquired by an Underlying Fund upon conversion of a convertible debenture will generally be held for as long as the Advisor anticipates such stock will provide the Underlying Fund with opportunities which are consistent with the Underlying Fund’s investment objective and policies.

EXCHANGE TRADED FUNDS

The Retirement Equity Portfolio and Equity Underlying Funds may also invest in Exchange Traded Funds (“ETFs”) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets while maintaining liquidity. An ETF is an investment company whose goal is to track or replicate a desired index, such as a sector, market or global segment. ETFs are passively managed, and traded similar to a publicly traded company. The risks and costs of investing in ETFs are comparable to investing in a publicly traded company. The goal of an ETF is to correspond generally to the price and yield performance, before fees and expenses, of its underlying index. The risk of not correlating to the index is an additional risk to the investors of ETFs. When a Portfolio or Underlying Fund invests in an ETF, shareholders of the Portfolio or Underlying Fund bear their proportionate share of the underlying ETF’s fees and expenses.

PORTFOLIO TURNOVER RATES

The One-Year Fixed Income Portfolio and Two-Year Global Fixed Income Portfolio are expected to have high portfolio turnover rates due to the relatively short maturities of the securities to be acquired. In addition, variations in turnover rates occur because securities are sold when, in the Advisor’s judgment, the return will be increased as a result of portfolio transactions after taking into account the cost of trading.

STANDARD & POOR’S — INFORMATION AND DISCLAIMERS

The U.S. Large Company Portfolio is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of the U.S. Large Company Portfolio or any member of the public regarding the advisability of investing in securities generally or in the U.S. Large Company Portfolio particularly or the ability of the S&P 500 ^® Index to track general stock market performance. S&P’s only relationship to the U.S. Large Company Portfolio is the licensing of certain trademarks and trade names of S&P and of the S&P 500 ^® Index which is determined, composed and calculated by S&P without regard to the U.S. Large Company Portfolio. S&P has no obligation to take the needs of the U.S. Large Company Portfolio or its owners into consideration in determining, composing or calculating the S&P 500 ^® Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the U.S. Large Company Portfolio or the issuance or sale of the U.S. Large Company Portfolio or in the determination or calculation of the equation by which the U.S. Large Company Portfolio is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the U.S. Large Company Portfolio.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 ^® INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 ^® INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 ^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

DIRECTORS AND OFFICERS

Directors

Organization of the Board

The Board of Directors of the Fund (the “Board”) is responsible for establishing the Fund’s policies and for overseeing the management of the Fund. The Board of Directors elects the officers of the Fund, who, along with third party service providers, are responsible for administering the day-to-day operations of the Fund. The Board of Directors of the Fund is comprised of two interested Directors and six disinterested Directors. David G. Booth, an interested Director, is Chairman of the Board. The Board has not found it necessary to appoint a lead disinterested

Director because it believes that the existing structure of the Board allows for effective communication among the disinterested Directors, between the disinterested Directors and interested Directors, as well as between the disinterested Directors and management. The existing Board structure for the Fund also provides the disinterested Directors with adequate influence over the governance of the Board and the Fund, while also providing the Board with the invaluable insight of the two interested Directors, who, as both officers of the Fund and the Advisor, participate in the day-to-day management of the Fund’s affairs, including risk management.

The agenda for each quarterly meeting of the Board is provided at least two weeks prior to the meeting to the disinterested Directors in order to provide the Directors with the opportunity to contact Fund management and/or the disinterested Directors’ independent counsel regarding agenda items. In addition, the disinterested Directors regularly communicate with Mr. Booth regarding items of interest to them in between regularly scheduled meetings of the Board. The Board of the Fund meets in person at least four times each year and by telephone at other times. At each in-person meeting, the disinterested Directors meet in executive session with their independent counsel to discuss matters outside the presence of management.

The Board has three standing committees, an Audit Committee, a Nominating Committee and a Portfolio Performance and Service Review Committee (“Performance Committee”) that are composed entirely of disinterested Directors. As described below, through these Committees, the disinterested Directors have direct oversight of the Fund’s accounting and financial reporting policies, the selection and nomination of candidates to the Fund’s Board and the review of the investment performance of the series of the Fund and the performance of the Fund’s service providers.

The Board’s Audit Committee is comprised of George M. Constantinides, Roger G. Ibbotson and Abbie J. Smith. The Audit Committee for the Board oversees the Fund’s accounting and financial reporting policies and practices, the Fund’s internal controls, the Fund’s financial statements and the independent audits thereof and performs other oversight functions as requested by the Board. The Audit Committee for the Board recommends the appointment of the Fund’s independent registered public accounting firm and also acts as a liaison between the Fund’s independent registered public accounting firm and the full Board. There were two Audit Committee meetings held for the Fund during the fiscal year ended October 31, 2010.

The Board’s Nominating Committee is comprised of George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes and Abbie J. Smith. The Nominating Committee for the Board makes recommendations for nominations of disinterested and interested members on the Board to the disinterested Board members and to the full board. The Nominating Committee of the Board evaluates a candidate’s qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. There were three Nominating Committee meetings held for the Fund during the fiscal year ended October 31, 2010.

The Board’s Performance Committee is comprised of George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Abbie J. Smith and Myron S. Scholes. The Performance Committee regularly reviews and monitors the investment performance of the Fund’s series, including the Portfolios, and reviews the performance of the Fund’s service providers. There were seven Performance Committee meetings held for the Fund during the fiscal year ended October 31, 2010.

In addition to the Audit Committee, Nominating Committee and Performance Committee, the Board has an Investment Review Committee that assists the Board in carrying out its fiduciary duties with respect to the oversight of the Fund and its performance (the “Review Committee”). The Review Committee consists of both interested and disinterested Directors. The Review Committee is comprised of John P. Gould, Edward P. Lazear, Myron S. Scholes and Eduardo A. Repetto. At the request of the Board or the Advisor, the Review Committee (i) reviews the design of possible new series of the Fund, (ii) reviews performance of existing Portfolios of the Fund, and discusses and recommends possible enhancements to the Portfolios’ investment strategies, (iii) reviews proposals by the Advisor to modify or enhance the investment strategies or policies of each Portfolio, and (iv) considers issues relating to investment services for each Portfolio of the Fund. The Review Committee was formed on December 17, 2010. Consequently, there were no Review Committee meetings held for the Fund during the fiscal year ended October 31, 2010.

The Board of the Fund, including all of the disinterested Directors, oversees and approves the contracts of the third party service providers that provide advisory, administrative, custodial and other services to the Fund.

Board Oversight of Risk Management

The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular board meetings, through regular reports that have been developed by Fund management and the Advisor. These reports address certain investment, valuation and compliance matters. The Board also may receive special written reports or presentations on a variety of risk issues, either upon the Board’s request or upon the initiative of the Advisor. In addition, the Audit Committee of the Board meets regularly with management of the Advisor to review reports on the Advisor’s examinations of functions and processes that affect the Fund.

With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Fund’s portfolios. The Board discusses these reports and the portfolios’ performance and investment risks with management of the Advisor at the Board’s regular meetings. The Investment Committee of the Advisor meets regularly to discuss a variety of issues, including the impact that the investment in particular securities or instruments, such as derivatives, may have on the portfolios. To the extent that the Investment Committee of the Advisor decides to materially change an investment strategy or policy of a portfolio and such change could have a significant impact on the portfolio’s risk profile, the Advisor will present such change to the Board for their approval.

With respect to valuation, the Advisor and the Fund’s Administrative and Accounting Agent provide regular written reports to the Board that enables the Board to review fair valued securities in a particular portfolio. Such reports also include information concerning illiquid and any worthless securities held by each portfolio. In addition, the Fund’s Audit Committee reviews valuation procedures and pricing results with the Fund’s independent registered public accounting firm in connection with such Committee’s review of the results of the audit of each portfolio’s year-end financial statements.

With respect to compliance risks, the Board receives regular compliance reports prepared by the Advisor’s compliance group and meets regularly with the Fund’s Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under SEC rules, the disinterested Directors meet at least quarterly in executive session with the CCO, and the Fund’s CCO prepares and presents an annual written compliance report to the Board. The Fund’s Board adopts compliance policies and procedures for the Fund and receives information about the compliance procedures in place for the Fund’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

The Advisor periodically provides information to the Board relevant to enterprise risk management describing the way in which certain risks are managed at the complex-wide level by the Advisor. Such presentations include areas such as counter-party risk, material fund vendor or service provider risk, investment risk, reputational risk, personnel risk and business continuity risk.

Director Qualifications

When a vacancy occurs on the Board, the Nominating Committee of the Board evaluates a candidate’s qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee will consider nominees recommended by Qualifying Fund Shareholders if a vacancy occurs among Board members. A Qualifying Fund Shareholder is a shareholder, or group of shareholders, that: (i) owns of record, or beneficially through a financial intermediary, 5% or more of the Fund’s outstanding shares, and (ii) has owned such shares for 12 months or more prior to submitting the recommendation to the Committee. Such recommendations shall be directed to the Secretary of the Fund at 6300 Bee Cave Road, Building One, Austin, Texas 78746. The Qualifying Fund Shareholder’s letter should include: (i) the name and address of the Qualifying Fund Shareholder making the recommendation; (ii) the number of shares of each Portfolio of the Fund that are owned of record and beneficially by such Qualifying Fund Shareholder, and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (iii) a description of all arrangements and understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (iv) the name and address of the nominee; and (v) the nominee’s resume or curriculum vitae. The Qualifying Fund Shareholder’s letter must be accompanied by a written consent of the individual to stand for election if nominated for the Board and to serve if elected by shareholders. The Committee also may seek such additional information about the nominee as the Committee

considers appropriate, including information relating to such nominee that is required to be disclosed in solicitations or proxies for the election of Board members.

The Nominating Committee of the Board believes that it is in the best interests of the Fund and its shareholders to obtain highly-qualified individuals to serve as members of the Board. The Fund’s Board believes that each Director currently serving on the Board has the experience, qualifications, attributes and skills to allow the Board to effectively oversee the management of the Fund and protect the interests of shareholders. The Board noted that each Director had professional experience in areas of importance for investment companies. The Board considered that each disinterested Director held an academic position in the areas of finance, economics or accounting. The Board also noted that John P. Gould, Myron S. Scholes and Abbie J. Smith each had experience serving as a director on the boards of operating companies and/or other investment companies. In addition, the Board considered that David G. Booth and Eduardo A. Repetto contributed valuable experience due to their positions with the Advisor. Certain biographical information for each disinterested Director and each interested Director of the Fund is set forth in the tables below, including a description of each Director’s experience as a Director of the Fund and as a director or trustee of other funds, as well as other recent professional experience.

Disinterested Directors


Name, Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² 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: 63	Director	Since 1983	Leo Melamed Professor of Finance, University of Chicago Booth School of Business	94 portfolios in 4 investment companies	None
John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 72	Director	Since 1986	Steven G. Rothmeier Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member Competitive Markets Advisory Committee, 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).	94 portfolios in 4 investment companies	Trustee, Harbor Funds (registered investment company) (28 Portfolios) (since 1994).
Roger G. Ibbotson Yale School of Management P.O. Box 208200 New Haven, CT 06520-8200 Age: 67	Director	Since 1981	Professor in Practice of Finance, Yale School of Management (since 1984). Consultant to Morningstar, Inc. (since 2006). Chairman, CIO and Partner, Zebra Capital Management, LLC (hedge fund and asset manager) (since 2001). Formerly, Chairman, Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and consulting) (1977-2006). Formerly, Director, BIRR Portfolio Analysis, Inc. (software products) (1990-2010).	94 portfolios in 4 investment companies	None
Edward P. Lazear Stanford University Graduate School of Business 518 Memorial Way Stanford, CA 94305-5015 Age: 63	Director	Since 2010	Morris Arnold Cox Senior Fellow, Hoover Institution (since 2002). Jack Steele Parker Professor of Human Resources Management and Economics, Graduate School of Business, Stanford University (since 1995). Cornerstone Research (expert testimony and economic and financial analysis) (since 2009). Formerly, Chairman of the President George W. Bush’s Council of Economic Advisers (2006- 2009). Council of Economic Advisors, State of California (2005-2006). Commissioner, White House Panel on Tax Reform (2005).	94 portfolios in 4 investment companies	None


Name, Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² Overseen	Other Directorships of Public Companies Held During Past 5 Years
Myron S. Scholes c/o Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 69	Director	Since 1981	Frank E. Buck Professor Emeritus of Finance, Stanford University (since 1981). Formerly, Chairman, Platinum Grove Asset Management L.P. (hedge fund) (formerly, Oak Hill Platinum Partners) (1999-2009). Formerly, Managing Partner, Oak Hill Capital Management (private equity firm) (until 2004).	94 portfolios in 4 investment companies	Director, American Century Fund Complex (registered investment companies) (40 Portfolios) (since 1980). Formerly, Director, Chicago Mercantile Exchange (2001-2008).
Abbie J. Smith University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 57	Director	Since 2000	Boris and Irene Stern Distinguished Service Professor of Accounting, University of Chicago Booth School of Business (since 1980); Co-Director Investment Research, Fundamental Investment Advisors (hedge fund) (since 2008).	94 portfolios in 4 investment companies	Director, HNI Corporation (formerly known as HON Industries Inc.) (office furniture) (since 2000); Director, Ryder System Inc. (transportation, logistics and supply-chain management) (since 2003); and Trustee, UBS Funds (3 investment companies within the fund complex) (52 portfolios) (since 2009).

Interested Directors

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


Name Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² Overseen	Other Directorships of Public Companies Held During Past 5 Years
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 64	Chairman, Director, President and Co-Chief Executive Officer	Since 1981	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 (“DEM”), DFAIDG, Dimensional Investment Group Inc. (“DIG”) and The DFA Investment Trust Company (“DFAITC” or 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. Chairman and President of Dimensional Smart Nest LLC and Dimensional Smart Nest (US) LLC. Limited Partner, Oak Hill Partners and VSC Investors, LLC. Trustee, University of Chicago Booth. 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.	94 portfolios in 4 investment companies	None
Eduardo A. Repetto 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 44	Director, Co-Chief Executive Officer and Chief Investment Officer	Since 2009	Co Chief Executive Officer (beginning January 2010), Chief Investment Officer (beginning March 2007) and formerly, Vice President of Dimensional Fund Advisors LP, Dimensional Holdings Inc., DFA Securities LLC, DEM, DFAIDG, DIG, DFAITC and Dimensional Fund Advisors Canada ULC; Director of all such entities except Dimensional Fund Advisors LP and DFA Securities LLC. Chief Investment Officer, Vice President and Director of DFA Australia Limited. Director of Dimensional Fund Advisors Ltd., Dimensional Funds PLC and Dimensional Cayman Commodity Fund I Ltd.	94 portfolios in 4 investment companies	None

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

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

Information relating to each Director’s ownership (including the ownership of his or her immediate family) in the Portfolios and in all registered investment companies in the DFA Fund Complex as of December 31, 2010, is

set forth in the chart below. Because the Portfolios have not yet commenced operations prior to the date of this SAI, the Directors do not own any shares of the Portfolios.


Name	Dollar Range of Portfolio Shares Owned	Aggregate Dollar Range of Shares Owned in All Funds Overseen by Director in Family of Investment Companies
Disinterested Directors:
George M. Constantinides	None	None Directly; Over $100,000 in Simulated Funds**
John P. Gould	None	None Directly; Over $100,000 in Simulated Funds**
Roger G. Ibbotson	None	Over $100,000; Over $100,000 in Simulated Funds**
Edward P. Lazear	None	None
Myron S. Scholes	None	$50,001-$100,000; Over $100,000 in Simulated Funds**
Abbie J. Smith	None	None Directly; Over $100,000 in Simulated Funds**
Interested Directors:
David G. Booth	None	Over $100,000
Eduardo A. Repetto	None	Over $100,000

As discussed below, the compensation to certain of the disinterested Directors may be in amounts that correspond to a hypothetical investment in a cross-section of the DFA Funds. Thus, the disinterested Directors who are so compensated experience the same investment returns that are experienced by shareholders of the DFA Funds although the disinterested Directors do not directly own shares of the DFA Funds.

Set forth below is a table listing, for each Director entitled to receive compensation, the compensation received from the Fund during the fiscal year ended October 31, 2010 and the total compensation received from all four registered investment companies for which the Advisor served as investment advisor during that same fiscal period. The table also provides the compensation paid by the Fund to the Fund’s Chief Compliance Officer for the fiscal year ended October 31, 2010.


Name and Position	Aggregate Compensation from the Fund*		Pension or Retirement Benefits as Part of Fund Expenses		Estimated Annual Benefits upon Retirement		Total Compensation from the Fund and DFA Fund Complex Paid to Directors†
George M. Constantinides	$	108,410		N/A		N/A	$	175,000
Director
John P. Gould	$	108,410		N/A		N/A	$	175,000
Director
Roger G. Ibbotson	$	114,889		N/A		N/A	$	185,000
Director
Edward P. Lazear**	$	0		N/A		N/A	$	0
Director
Myron S. Scholes	$	108,410		N/A		N/A	$	175,000
Director
Abbie J. Smith	$	108,410		N/A		N/A	$	175,000
Director
Christopher S. Crossan	$	210,470		N/A		N/A		N/A
Chief Compliance Officer

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

Under a deferred compensation plan (the “Plan”) adopted effective January 1, 2002, the disinterested Directors of the Fund may defer receipt of all or a portion of the compensation for serving as members of the four Boards of Directors/Trustees of the investment companies in the DFA Fund Complex (the “DFA Funds”). Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of the DFA Funds (the “Reference Funds” or “Simulated Funds”). The amounts ultimately received by the disinterested Directors under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a fund’s assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any disinterested Director or to pay any particular level of compensation to the disinterested Director. The total amount of deferred compensation accrued by the disinterested Directors from the DFA Fund Complex who participated in the Plan during the fiscal year ended October 31, 2010 is as follows: $185,000 (Mr. Ibbotson). A disinterested Director’s deferred compensation will be distributed at the earlier of: (a) January in the year after the disinterested Director’s resignation from the Boards of Directors/Trustees of the DFA Funds, or death or disability, or (b) five years following the first deferral, in such amounts as the disinterested Director has specified. The obligations of the DFA Funds to make payments under the Plan will be unsecured general obligations of the DFA Funds, payable out of the general assets and property of the DFA Funds.

**	Mr. Lazear did not serve as a Director until December 17, 2010; therefore, he did not receive any compensation from the Fund or the DFA Fund Complex as of October 31, 2010.

Officers

Below is the name, age, information regarding positions with the Fund and the principal occupation for each officer of the Fund. The address of each officer is 6300 Bee Cave Road, Building One, Austin, TX 78746. Each of the officers listed below holds the same office (except as otherwise noted) in the following entities: Dimensional Fund Advisors LP, Dimensional Holdings Inc., DFA Securities LLC, the Fund, DIG, the Trust, and DEM (collectively, the “DFA Entities”).


Name and Age	Position	Term of Office ¹ and Length of Service		Principal Occupation During Past 5 Years
April A. Aandal Age: 48	Vice President and Chief Learning Officer		Since 2008	Vice President of all the DFA Entities. Chief Learning Officer of Dimensional Fund Advisors LP (since September 2008). Formerly Regional Director of Dimensional Fund Advisors LP (2004-2008).
Darryl D. Avery Age: 44	Vice President		Since 2005	Vice President of all the DFA Entities.
Arthur H. Barlow Age: 55	Vice President		Since 1993	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited and Dimensional Fund Advisors Ltd.
John T. Blood Age: 42	Vice President		Since 2011	Vice President of all the DFA Entities.
Scott A. Bosworth Age: 42	Vice President		Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since November 1997).
Valerie A. Brown Age: 44	Vice President and Assistant Secretary		Since 2001	Vice President and Assistant Secretary of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC.
David P. Butler Age: 45	Vice President		Since 2007	Vice President of all the DFA Entities. Director of Global Financial Advisor Services of Dimensional Fund Advisors LP (since 2008). Formerly, Director US Financial Advisor Services of Dimensional Fund Advisors LP (since January 2005).
James G. Charles Age: 54	Vice President		Since 2011	Vice President of all the DFA Entities.
Joseph H. Chi Age: 44	Vice President		Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since October 2005).
Stephen A. Clark Age: 38	Vice President		Since 2004	Vice President of all the DFA Entities.
Robert P. Cornell Age: 61	Vice President		Since 2007	Vice President of all the DFA Entities. Regional Director of Financial Services Group of Dimensional Fund Advisors LP (since August 1993).
George H. Crane Age: 55	Vice President		Since 2010	Vice President of all the DFA Entities.
Christopher S. Crossan Age: 45	Vice President and Chief Compliance Officer		Since 2004	Vice President and Chief Compliance Officer of all the DFA Entities.
James L. Davis Age: 54	Vice President		Since 1999	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited and Dimensional Fund Advisors Ltd.
Robert T. Deere Age: 53	Vice President		Since 1994	Vice President of all the DFA Entities and DFA Australia Limited.
Peter F. Dillard Age: 39	Vice President		Since 2010	Vice President of all the DFA Entities. Research Associate for Dimensional Fund Advisors, LP (since August 2008). Formerly, Research Assistant for DFA from April 2006-August 2008. Prior to April 2006, Manager at Hilton Hotels Corp. (September 2004-April 2006).
Robert W. Dintzner Age: 40	Vice President		Since 2001	Vice President of all the DFA Entities. Chief Communications Officer (since 2010).
Kenneth Elmgren Age: 56	Vice President		Since 2007	Vice President of all the DFA Entities. Formerly, Managing Principal of Beverly Capital (May 2004 to September 2006).
Richard A. Eustice Age: 45	Vice President and Assistant Secretary		Since 1998	Vice President and Assistant Secretary of all the DFA Entities and DFA Australia Limited. Chief Operating Officer of Dimensional Fund Advisors Ltd. (since July 2008). Formerly, Vice President of Dimensional Fund Advisors Ltd.
Gretchen A. Flicker Age: 39	Vice President		Since 2004	Vice President of all the DFA Entities.
Jed S. Fogdall Age: 36	Vice President		Since 2008	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since September 2004).
Jeremy P. Freeman Age: 40	Vice President		Since 2009	Vice President of all the DFA Entities. Senior Technology Manager for Dimensional Fund Advisors LP (since June 2006). Formerly, Principal at AIM Investments/Amvescap PLC (now Invesco) (June 1998-June 2006).
Mark R. Gochnour Age: 43	Vice President		Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP.


Name and Age	Position	Term of Office ¹ and Length of Service		Principal Occupation During Past 5 Years
Henry F. Gray Age: 43	Vice President		Since 2000	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.
John T. Gray Age: 36	Vice President		Since 2007	Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (January 2005 to February 2007).
Joel H. Hefner Age: 43	Vice President		Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since June 1998).
Julie C. Henderson Age: 36	Vice President and Fund Controller		Since 2005	Vice President and Fund Controller of all the DFA Entities.
Kevin B. Hight Age: 43	Vice President		Since 2005	Vice President of all the DFA Entities.
Christine W. Ho Age: 43	Vice President		Since 2004	Vice President of all the DFA Entities.
Michael C. Horvath Age: 50	Vice President		Since 2011	Vice President of all the DFA Entities.
Jeff J. Jeon Age: 37	Vice President		Since 2004	Vice President of all the DFA Entities.
Patrick M. Keating Age: 56	Vice President		Since 2003	Vice President of all the DFA Entities and Chief Operating Officer of Dimensional Fund Advisors LP. Director, Vice President, and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC. Director of DFA Australia Limited.
David M. Kershner Age: 39	Vice President		Since 2010	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since June 2004).
Timothy R. Kohn Age: 39	Vice President		Since 2011	Vice President of all the DFA Entities.
Joseph F. Kolerich Age: 39	Vice President		Since 2004	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since April 2001).
Stephen W. Kurad Age: 42	Vice President		Since 2011	Vice President of all the DFA Entities.
Michael F. Lane Age: 43	Vice President		Since 2004	Vice President of all the DFA Entities.
Juliet H. Lee Age: 40	Vice President		Since 2005	Vice President of all the DFA Entities. Human Resources Manager of Dimensional Fund Advisors LP (since January 2004).
Marlena I. Lee Age: 30	Vice President		Since 2011	Vice President of all the DFA Entities.
Apollo D. Lupescu Age: 41	Vice President		Since 2009	Vice President of all the DFA Entities. Regional Director for Dimensional Fund Advisors LP (since February 2004).
Kenneth M. Manell Age: 38	Vice President		Since 2010	Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since September 2006). Formerly, Assistant General Counsel at Castle & Cooke (January 2004-September 2006).
Aaron M. Marcus Age: 40	Vice President and Head of Global Human Resources		Since 2008	Vice President of all DFA Entities and Head of Global Human Resources of Dimensional Fund Advisors LP. Formerly, Global Head of Recruiting and Vice President of Goldman Sachs & Co. (June 2006 to January 2008); Global Co-Head of HR of the Equities & FICC Division, and Vice President of Goldman Sachs & Co. (May 2005 to May 2006);
David R. Martin Age: 54	Vice President, Chief Financial Officer and Treasurer		Since 2007	Vice President, Chief Financial Officer and Treasurer of all the DFA Entities. Director, Vice President, Chief Financial Officer and Treasurer of Dimensional Fund Advisors Ltd. and DFA Australia Limited. Chief Financial Officer, Treasurer, and Vice President of Dimensional Fund Advisors Canada ULC. Director of Dimensional Funds PLC and Dimensional Funds II PLC. Formerly, Executive Vice President and Chief Financial Officer of Janus Capital Group Inc. (June 2005 to March 2007).


Name and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years
Catherine L. Newell Age: 46	Vice President and Secretary	Vice President since 1997 and Secretary since 2000	Vice President and Secretary of all the DFA Entities. Director, Vice President and Secretary of DFA Australia Limited. Director, Vice President and Secretary of Dimensional Fund Advisors Ltd. (since February 2002, April 1997, and May 2002, respectively). Vice President and Secretary of Dimensional Fund Advisors Canada ULC. Director of Dimensional Funds PLC and Dimensional Funds II PLC (since 2002 and 2006, respectively).
Christian Newton Age: 35	Vice President	Since 2009	Vice President of all the DFA Entities. Web Services Manager for Dimensional Fund Advisors LP (since January 2008). Formerly, Design Manager (2005-2008) of Dimensional Fund Advisors LP.
Pamela B. Noble Age: 46	Vice President	Since 2011	Vice President of all the DFA Entities.
Carolyn L. O Age: 36	Vice President	Since 2010	Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since September 2007). Prior to September 2007, Associate at K&L Gates LLP (January 2004-September 2007).
Gerard K. O’Reilly Age: 34	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Research Associate of Dimensional Fund Advisors LP (2004 to 2006).
Daniel C. Ong Age: 37	Vice President	Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since July 2005).
Kyle K. Ozaki Age: 32	Vice President	Since 2010	Vice President of all the DFA Entities. Senior Compliance Officer for Dimensional Fund Advisors LP (since January 2008). Formerly, Compliance Officer (February 2006-December 2007) and Compliance Analyst (August 2004-January 2006).
Carmen Palafox Age: 36	Vice President	Since 2006	Vice President of all the DFA Entities. Operations Manager of Dimensional Fund Advisors LP (since May 1996).
Sonya K. Park Age: 38	Vice President	Since 2005	Vice President of all the DFA Entities.
David A. Plecha Age: 49	Vice President	Since 1993	Vice President of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Ltd.
Allen Pu Age: 40	Vice President	Since 2011	Vice President of all the DFA Entities.
Stephen A. Quance Age: 36	Vice President	Since 2011	Vice President of all the DFA Entities.
Theodore W. Randall Age: 37	Vice President	Since 2008	Vice President of all the DFA Entities. Formerly, Research Associate of Dimensional Fund Advisors LP (2006 to 2008); Systems Developer of Dimensional Fund Advisors LP (2001 to 2006).
L. Jacobo Rodríguez Age: 39	Vice President	Since 2005	Vice President of all the DFA Entities.
Julie A. Saft Age: 51	Vice President	Since 2010	Vice President of all the DFA Entities. Client Systems Manager for Dimensional Fund Advisors LP (since July 2008). Formerly, Senior Manager at Vanguard (November 1997-July 2008).
David E. Schneider Age: 65	Vice President	Since 2001	Vice President of all the DFA Entities. Director of Institutional Services of Dimensional Fund Advisors LP.
Walid A. Shinnawi Age: 49	Vice President	Since 2010	Vice President of all the DFA Entities. Regional Director for Dimensional Fund Advisors LP (since March 2006). Formerly, Senior Director at Moody’s KMV (1999-March 2006).
Bruce A. Simmons Age: 46	Vice President	Since 2009	Vice President of all the DFA Entities. Investment Operations Manager for Dimensional Fund Advisors LP (since May 2007). Formerly, Vice President Client and Fund Reporting at Mellon Financial (September 2005-May 2007).
Ted R. Simpson Age: 42	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since December 2002).
Bryce D. Skaff Age: 36	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (December 1999 to January 2007).
Andrew D. Smith Age: 42	Vice President	Since 2011	Vice President of all the DFA Entities.
Grady M. Smith Age: 54	Vice President	Since 2004	Vice President of all the DFA Entities.


Name and Age	Position	Term of Office ¹ and Length of Service		Principal Occupation During Past 5 Years
Carl G. Snyder Age: 47	Vice President		Since 2000	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.
Lawrence R. Spieth Age: 63	Vice President		Since 2004	Vice President of all the DFA Entities.
Bradley G. Steiman Age: 37	Vice President		Since 2004	Vice President of all the DFA Entities and Director and Vice President of Dimensional Fund Advisors Canada ULC.
Robert C. Trotter Age: 52	Vice President		Since 2009	Vice President of all the DFA Entities. Senior Manager Technology for Dimensional Fund Advisors LP (since March 2007). Formerly, Director of Technology at AMVESCAP (2002-2007).
Karen E. Umland Age: 44	Vice President		Since 1997	Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC.
Brian J. Walsh Age: 41	Vice President		Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since 2004).
Weston J. Wellington Age: 59	Vice President		Since 1997	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.
Ryan J. Wiley Age: 34	Vice President		Since 2007	Vice President of all the DFA Entities. Senior Trader of Dimensional Fund Advisors LP. Formerly, Portfolio Manager (2006 to 2007) and Trader (2001 to 2006).
Kristina M. Williams Age: 35	Vice President		Since 2006	Vice President of all DFA Entities. Formerly, Operations Supervisor of Dimensional Fund Advisors LP (March 2003 to December 2006).
Paul E. Wise Age: 55	Vice President		Since 2005	Vice President of all the DFA Entities. Chief Technology Officer for Dimensional Fund Advisors LP (since 2004).
John S. Wotowicz Age: 47	Vice President		Since 2010	Vice President of all the DFA Entities.
Joseph L. Young Age: 32	Vice President		Since 2011	Vice President of all the DFA Entities.

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

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

SERVICES TO THE FUND

Administrative Services

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) (formerly, PNC Global Investment Servicing (U.S.) Inc.), 301 Bellevue Parkway, Wilmington, DE 19809, serves as the accounting services, dividend disbursing and transfer agent for the Portfolios and Underlying Funds. The services provided by BNY Mellon are subject to supervision by the executive officers and the Board of Directors/Trustees of the Fund and DFAITC, and include day-to-day keeping and maintenance of certain records, calculation of the offering price of the shares, preparation of reports, liaison with the Fund’s custodian, and transfer and dividend disbursing agency services. For the administrative and accounting services provided by BNY Mellon, the Portfolios and the Underlying Funds pay BNY Mellon annual fees that are calculated daily and paid monthly according to a fee schedule based on the aggregate average net assets of the Fund Complex, which includes four registered investment companies and a group trust. The fee schedule is set forth in the table below:

0.0110% of the Fund Complex’s first $50 billion of average net assets;

0.0085% of the Fund Complex’s next $25 billion of average net assets; and

0.0075% of the Fund Complex’s average net assets in excess of $75 billion.

The fees charged to a Portfolio or an Underlying Fund under the fee schedule are allocated to each such Portfolio or Underlying Fund based on the Portfolio’s or Underlying Fund’s pro-rata portion of the aggregate average net assets of the Fund Complex.

The Portfolios also pay separate fees to BNY Mellon with respect to the services BNY Mellon provides as transfer agent and dividend disbursing agent.

Custodians

Citibank, N.A., 111 Wall Street, New York, New York, 10005, serves as the global custodian for the Retirement Fixed Income Portfolio III. BNY Mellon Investment Servicing Trust Company (formerly, PFPC Trust Company), 301 Bellevue Parkway, Wilmington, DE 19809, serves as the custodian for the other Portfolios. Each custodian maintains a separate account or accounts for a Portfolio; receives, holds, and releases portfolio securities on account of the Portfolio; makes receipts and disbursements of money on behalf of the Portfolio; and collects and receives income and other payments and distributions on account of the Portfolio’s portfolio securities.

Distributor

The Fund’s shares are distributed by DFA Securities LLC (formerly, DFA Securities Inc.) (“DFAS”), a wholly-owned subsidiary of the Advisor. DFAS is registered as a limited purpose broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. The principal business address of DFAS is 1299 Ocean Avenue, Santa Monica, California 90401.

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

Legal Counsel

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

Independent Registered Public Accounting Firm

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

ADVISORY FEES

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

Advisor has contractually agreed to waive up to the full amount of a Portfolio’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of a Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver Agreement for the Portfolios will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

PORTFOLIO MANAGERS

In accordance with the team approach used to manage the Portfolios, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios including running buy and sell programs based on the parameters established by the Investment Committee. The portfolio managers named below coordinate the efforts of all other portfolio managers with respect to the day to day management of the Retirement Portfolios.


Retirement Equity Portfolio		Steven A. Clark, Karen E. Umland, Joseph H. Chi and Jed S. Fogdall

Retirement Fixed Income Portfolio I Retirement Fixed Income Portfolio II Retirement Fixed Income Portfolio III		Stephen A. Clark and David A. Plecha

Because the Portfolios have not commenced operations prior to the date of the SAI, the portfolio managers did not own any shares of the Portfolios.

Description of Compensation Structure

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

•

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

•

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

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

In addition, portfolio managers may be given the option of participating in the Advisor’s Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.

Other Managed Accounts

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


Name of Portfolio Manager		Number of Accounts Managed and Total Assets by Category As of October 31, 2010
Stephen A. Clark		• 92 U.S. registered mutual funds with $133,626 million in total assets under management. • 20 unregistered pooled investment vehicles with $25,316 million in total assets under management. Out of these unregistered pooled investment vehicles, one client with an investment of $220 million in an unregistered pooled investment vehicle pays a performance-based advisory fee. • 73 other accounts with $11,603 million in total assets under management, of which one account with $731 million in assets may be subject to a performance fee.
Karen E. Umland		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total assets under management. • 26 other accounts with $7,671 million in total assets under management, of which one account with $731 million in assets may be subject to a performance fee.
Joseph H. Chi		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total assets under management. • 26 other accounts with $7,671 million in total assets under management of which one account with $731 million in assets may be subject to a performance fee.
Jed S. Fogdall		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total assets under management. • 26 other accounts with $7,671 million in total assets under management of which one account with $731 million in assets may be subject to a performance fee.
David A. Plecha		• 18 U.S. registered mutual funds with $23,044 million in total assets under management. • 9 unregistered pooled investment vehicles with $18,146 million in total assets under management. • 4 other accounts with $19 million in total assets under management.

Potential Conflicts of Interest

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

•

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

•

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

•

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

•

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

•

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

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

GENERAL INFORMATION

The Fund was incorporated under Maryland law on June 15, 1981. Until June 1983, DFAIDG was named DFA Small Company Fund Inc.

DFAITC was organized as a Delaware statutory trust (a form of entity formerly known as a business trust) on October 27, 1992. The Trust offers shares of its Master Funds only to institutional investors in private offerings.

CODE OF ETHICS

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

SHAREHOLDER RIGHTS

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

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

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

PRINCIPAL HOLDERS OF SECURITIES

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

PURCHASE OF SHARES

The following information supplements the information set forth in the Prospectus under the caption “ PURCHASE OF SHARES .”

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

The Fund reserves the right, in its sole discretion, to suspend the offering of shares of any or all Portfolios or reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interest of the Fund or a Portfolio. Securities accepted in exchange for shares of a Portfolio will be acquired for investment purposes and will be considered for sale under the same circumstances as other securities in the Portfolio.

The Fund or its transfer agent may, from time to time, appoint a sub-transfer agent, such as a broker, for the receipt of purchase and redemption orders and funds from certain investors. With respect to purchases and redemptions through a sub-transfer agent, the Fund will be deemed to have received a purchase or redemption order when the sub-transfer agent receives the order. Shares of a Portfolio will be priced at the public offering price next calculated after receipt of the purchase or redemption order by the sub-transfer agent.

Reimbursement fees may be charged prospectively from time to time based upon the future experience of the Portfolios, which are currently sold at net asset value. Any such charges will be described in the Prospectus.

REDEMPTION AND TRANSFER OF SHARES

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

The Fund may suspend redemption privileges or postpone the date of payment: (1) during any period when the NYSE is closed, or trading on the NYSE is restricted as determined by the SEC, (2) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably practicable for the Fund to dispose of securities owned by it, or fairly to determine the value of its assets and (3) for such other periods as the SEC may permit.

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

TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS

The following is a summary of some of the federal income tax consequences of investing in a Portfolio (sometimes referred to as “the Portfolio”). Unless you are invested in the Portfolio through a qualified retirement plan, you should consider the tax implications of investing and consult your own tax advisor. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

This “ TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS ” section is based on the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes or court decisions may significantly change the tax rules applicable to the Portfolio and its shareholders. Any of these changes or court decisions may have a retroactive effect.

Different tax rules may apply because, for federal income tax purposes, certain Portfolios invest in Underlying Funds organized as corporations, partnerships, and/or disregarded entities for federal income tax purposes. These rules could affect the amount, timing or character of the income distributed to shareholders of the Portfolios. The following Underlying Funds are classified as corporations: U.S. Large Company Portfolio, US Core Equity 1 Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio, International Core Equity Portfolio. DFA One-Year Fixed Income Portfolio, DFA Two-Year Global Fixed Income Portfolio and DFA Inflation-Protected Securities Portfolio . The following Underlying Fund is classified as a partnership: The Emerging Markets Series.

assets and in the case of a Portfolio invested in an Underlying Fund classified as a corporation, its pro rata share of the dividends and distributions paid by such Underlying Fund.

This is for general information only and not tax advice and does not purport to deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. You should consult your own tax advisor regarding your particular circumstances before making an investment in the Portfolio.

Taxation of the Portfolio

The Portfolio has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a “regulated investment company,” “RIC” or “portfolio”) under Subchapter M of the Code. If the Portfolio qualifies, the Portfolio will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.

Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Portfolio must satisfy the following requirements:

Distribution Requirement—the Portfolio must distribute at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Portfolio after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).

Income Requirement—the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).

Asset Diversification Test—the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolio’s tax year: (1) at least 50% of the value of the Portfolio’s assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Portfolio has not invested more than 5% of the value of the Portfolio’s total assets in securities of an issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Portfolio’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies) or of two or more issuers which the Portfolio controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs.

In some circumstances, the character and timing of income realized by the Portfolio for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (“IRS”) with respect to such type of investment may adversely affect the Portfolio’s ability to satisfy these requirements. See “ Tax Treatment of Portfolio Transactions ” below with respect to the application of these requirements to certain types of investments. In other circumstances, the Portfolio may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test which may have a negative impact on the Portfolio’s income and performance.

The Portfolio may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Portfolio uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Portfolio shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Portfolio’s allocation is improper and that the Portfolio has under-distributed its income and gain for any taxable year, the Portfolio may be liable for federal income and/or excise tax. In addition, any such

under-distribution of income might cause the Portfolio to fail to satisfy the Income Requirement and thereby not qualify as a regulated investment company for such taxable year.

If for any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Portfolio’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Portfolio’s income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Portfolio will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Portfolio may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Portfolio as a regulated investment company if it determines such a course of action to be beneficial to shareholders.

Portfolio turnover. For investors that hold their Portfolio shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a portfolio with a high turnover rate is likely to generate more short-term and less long-term capital gain or loss than a comparable portfolio with a low turnover rate. Any such higher taxes would reduce the Portfolio’s after-tax performance.

Capital loss carryovers . The capital losses of the Portfolio, if any, do not flow through to shareholders. Rather, the Portfolio may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of 2010 (“RIC Mod Act”), if the Portfolio has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010 (the date of enactment of the RIC Mod Act), the excess (if any) of the Portfolio’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Portfolio’s next taxable year, and the excess (if any) of the Portfolio’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolio’s next taxable year. Any such net capital losses of the Portfolio that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Portfolio in succeeding taxable years. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of the Portfolio. An ownership change generally results when shareholders owning 5% or more of the Portfolio increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing the Portfolio’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Portfolio’s shareholders could result from an ownership change. The Portfolio undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another portfolio. Moreover, because of circumstances beyond the Portfolio’s control, there can be no assurance that the Portfolio will not experience, or has not already experienced, an ownership change.

Deferral of late year losses . For taxable years of the Portfolio beginning after December 22, 2010, the Portfolio may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Portfolio’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see “ Distributions of Capital Gains ” below). A “qualified late year loss” includes:

any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (“post-October losses”), and

the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year.

The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses, and losses resulting from holding stock in a passive foreign investment company (“PFIC”) for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary gains” mean other ordinary losses and gains that are not described in the preceding sentence. Since the Portfolio has a fiscal year ending in October, the amount of qualified late-year losses (if any) is computed without regard to any items of income, gain, or loss that are (a) post-October losses, (b) specified losses, and (c) specified gains.

Undistributed capital gains . The Portfolio may retain or distribute to shareholders its net capital gain for each taxable year. The Portfolio currently intends to distribute net capital gains. If the Portfolio elects to retain its net capital gain, the Portfolio will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Portfolio elects to retain its net capital gain, it is expected that the Portfolio also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Portfolio on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

Fund-of-funds corporate structures. In the case of a Portfolio that invests in Underlying Funds classified as corporations, distributions by the Underlying Funds, redemptions of shares in the Underlying Funds, and changes in asset allocations by the Portfolio may result in taxable distributions to Portfolio shareholders of ordinary income or capital gains. A Portfolio that is a fund of funds generally will not be able currently to offset gains realized by one Underlying Fund against losses realized by another Underlying Fund. If shares of an Underlying Fund are purchased within 30 days before or after redeeming at a loss other shares of that Underlying Fund (whether pursuant to a rebalancing by the Portfolio or otherwise), all or a part of the loss will not be deductible by the Portfolio and instead will increase its basis for the newly purchased shares. Effective for taxable years of a Portfolio beginning after December 22, 2010, a Portfolio that is a “qualified fund of funds,” meaning at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to the Portfolio’s shareholders (a) foreign tax credits reported by an Underlying Fund that invests in foreign securities, and (b) exempt-interest dividends reported by an Underlying Fund that invests in tax-exempt obligations. In contrast, a Portfolio that is a fund of funds, but not so qualified, is not eligible to pass-through to the Portfolio’s shareholders amounts reported by an Underlying Fund as foreign tax credits or exempt-interest dividends. A fund of funds, whether so qualified or not, is eligible to pass-through to shareholders qualified dividends earned by an Underlying Fund (see “ Qualified Dividend Income for Individuals ” and “ Dividends Received Deduction for Corporations ” below). However, dividends paid to shareholders by a fund of funds from interest earned by an Underlying Fund on U.S. Government obligations are unlikely to be exempt from state and local income tax (see “ U.S. Government Securities ” below”).

Excise tax distribution requirements . To avoid a 4% federal excise tax, the Code requires the Portfolio to distribute to you by December 31 of each year, at a minimum, the following amounts: 98% of its taxable ordinary income earned during the calendar year; 98% (or 98.2% beginning January 1, 2011) of its capital gain net income earned during the twelve-month period ending October 31; and 100% of any undistributed amounts from the prior year. The Portfolio intends to declare and pay these distributions in December (or to pay them in January, in which case you must treat them as received in December) but can give no assurances that its distributions will be sufficient to eliminate all taxes.

Foreign income tax . Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Portfolio. The United States has entered into tax treaties with many foreign countries which entitle the Portfolio to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Portfolio’s assets to be invested in various countries is not known. Under certain circumstances, the Portfolio may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so. See “ Investment in Foreign Securities — Pass-through of foreign tax credits ” below.

Distributions of Net Investment Income

The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. In the case of a Portfolio that invests in an Underlying Fund classified as a partnership, the Portfolio’s income generally consists of its share of dividends and interest earned by the Underlying Fund. A Portfolio investing in an Underlying Fund classified as a corporation receives income generally in the form of dividends. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolio’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolio’s earnings and profits. In the case of a Portfolio whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to shareholders by a Portfolio may be qualified dividends eligible to be taxed at reduced rates.

Distributions of Capital Gains

The Portfolio may realize a capital gain or loss in connection with sales or other dispositions of its portfolio securities. A Portfolio investing in an Underlying Fund classified as a corporation may also derive capital gains through its redemption of shares of an Underlying Fund classified as a corporation (see “ Taxation of the Portfolio —Fund-of-funds corporate structures” above). Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net capital gain of the Portfolio generally will be distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate federal excise or income taxes on the Portfolio.

Returns of Capital

Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity REITs (see “ Tax Treatment of Portfolio Transactions — Investments in U.S. REITs ” below).

Investment in Foreign Securities

The Portfolio may be subject to foreign withholding taxes on income from certain foreign securities. Tax conventions between certain countries and the United States may reduce or eliminate such taxes on the Portfolio and/or its shareholders. Any foreign withholding taxes could reduce the Portfolio’s distributions paid to you.

Pass-through of foreign tax credits . If at the end of the fiscal year, (i) more than 50% in value of the total assets of the Portfolio (or if the Portfolio is a qualified fund of funds as described above under the heading “ Taxation of the Portfolio — Fund of funds corporate structures ”, an Underlying Fund), or (ii) in the case of a Portfolio that invests in Underlying Funds classified as partnerships, more than 50% in value of the total assets of the Portfolio attributable from the Underlying Fund, are invested in securities of foreign corporations, the Portfolio may elect to pass through to its shareholders their pro rata share of foreign income taxes paid by the Portfolio (or Underlying Fund). If this election is made, the Portfolio may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Portfolio will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. The Portfolio (or Underlying Fund) reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Portfolio (or Underlying Fund).

dividends from qualifying foreign corporations that are subject to tax at reduced rates. Shareholders in these circumstances should talk with their personal tax advisors about their foreign tax credits and the procedures that they should follow to claim these credits on their personal income tax returns.

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

PFIC securities . The Portfolio may invest in securities of foreign entities that could be deemed for tax purposes to be PFICs. In general, a PFIC is any foreign corporation if 75% or more of its gross income for its taxable year is passive income, or 50% or more of its average assets (by value) are held for the production of passive income. When investing in PFIC securities, the Portfolio intends to mark-to-market these securities and recognize any unrealized gains as ordinary income at the end of its fiscal year. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Portfolio is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Portfolio. In addition, if the Portfolio (or an Underlying Fund organized as a corporation) is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Portfolio (or Underlying Fund) may be subject to U.S. federal income tax (the effect of which might be mitigated by making a mark-to-market election in a year prior to the sale) on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the Portfolio (or Underlying Fund) in respect of deferred taxes arising from such distributions or gains. Any such taxes or interest charges could in turn reduce the Portfolio’s distributions paid to you.

Information on the Amount and Tax Character of Distributions

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

Sales, Exchanges and Redemptions of Portfolio Shares

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

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

within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.

Cost basis reporting. Under the Energy Improvement and Extension Act of 2008, the Portfolio’s administrative agent will be required to provide you with cost basis information on the sale of any of your shares in the Portfolio, subject to certain exceptions. This cost basis reporting requirement is effective for shares purchased in the Portfolio on or after January 1, 2012.

Conversion of shares into shares of the same Portfolio . The conversion of shares of one class into another class of the same Portfolio is not taxable for federal income tax purposes. Shareholders should also consult their tax advisors regarding the state and local tax consequences of a conversion or exchange of shares of the same Portfolio.

Tax shelter reporting . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Portfolio’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.

U.S. Government Securities

To the extent the Portfolio (or an Underlying Fund classified as a partnership) invests in certain U.S. government obligations, dividends paid by the Portfolio to shareholders that are derived from interest on these obligations should be exempt from state and local personal income taxes, subject in some states to minimum investment or reporting requirements that must be met by the Portfolio or the Underlying Fund. To the extent an Underlying Fund organized as a corporation invests in U.S. government obligations, dividends derived from interest on these obligations and paid to the corresponding Portfolio and, in turn, to you are unlikely to be exempt from state and local income tax. The income on portfolio investments in certain securities, such as repurchase agreements, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (“GNMA”) or Federal National Mortgage Association (“FNMA”) securities), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.

Qualified Dividend Income for Individuals

With respect to taxable years of the Portfolio beginning before January 1, 2013 (unless such provision is extended or made permanent), ordinary income dividends reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. “Qualified dividend income” means dividends paid to the Portfolio (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Portfolio and the investor must meet certain holding period requirements to qualify Portfolio dividends for this treatment. Specifically, the Portfolio must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares for at least 61 days during the 121-day period beginning 60 days before the Portfolio distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolio’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.

Dividends-Received Deduction for Corporations

for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Portfolio dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation. Income derived by the Portfolio from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.

Limitation on Deductibility of Losses

Losses incurred on the sale of securities by the Portfolio to another Portfolio will be disallowed if, as of the date of sale, the selling and purchasing portfolios are considered related parties. If the selling and purchasing portfolios are both corporations, they are treated as related parties if five or fewer persons, who are individuals, estates or trusts, own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. If the selling and purchasing portfolios are both classified as partnerships or one is classified as a partnership and one a corporation, they are treated as related parties if the same persons own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. Other attribution rules may apply.

Tax Treatment of Portfolio Transactions

Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a portfolio and, in turn, effect the amount, character and timing of dividends and distributions payable by the portfolio to its shareholders. This section should be read in conjunction with the discussion in the Prospectus under “Principal Investment Strategies” and “Principal Risks” for a detailed description of the various types of securities and investment techniques that apply to the Portfolio.

In general . In general, gain or loss recognized by a portfolio on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.

Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a portfolio at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. If a portfolio purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolio’s investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.

Investments in debt obligations that are at risk of or in default present tax issues for a portfolio . Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.

are recognized when the option contract expires, the option is exercised by the holder, or the portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a portfolio is exercised and the portfolio sells or delivers the underlying stock, the portfolio generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the portfolio minus (b) the portfolio’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a portfolio pursuant to the exercise of a put option written by it, the portfolio generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a portfolio’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the portfolio is greater or less than the amount paid by the portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a portfolio expires unexercised, the portfolio generally will recognize short-term gain equal to the premium received.

The tax treatment of certain futures contracts entered into by a portfolio as well as listed non-equity options written or purchased by the portfolio on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.

In addition to the special rules described above in respect of options and futures transactions, a portfolio’s transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a portfolio are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the portfolio, defer losses to the portfolio, and cause adjustments in the holding periods of the portfolio’s securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a portfolio has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a portfolio-level tax.

Certain of a portfolio’s investments in derivatives and foreign currency-denominated instruments, and the portfolio’s transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a portfolio’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the portfolio could be required to make distributions exceeding book income to qualify as a regulated investment company. If a portfolio’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the portfolio’s remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced, for taxable years of the Portfolio beginning after December 22, 2010, by related deductions), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.

Foreign currency transactions . A portfolio’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a portfolio’s ordinary income distributions to you, and may cause some or all of the portfolio’s previously distributed income to be classified as a return of capital. In certain cases, a portfolio may make an election to treat such gain or loss as capital.

Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a portfolio in a non-U.S. REIT may subject the portfolio, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The portfolio’s pro rata share of any such taxes will reduce the portfolio’s return on its investment. A portfolio’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “ Investment in Foreign Securities — PFIC securities .” Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in “ Taxation of the Portfolio — Foreign income tax .” Also, the portfolio in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .

Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “ Tax Treatment of Portfolio Transactions — Investment in taxable mortgage pools (excess inclusion income) ” and “ Non-U.S. Investors — Investment in U.S. real property ” with respect to certain other tax aspects of investing in U.S. REITs.

Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a portfolio’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduits (“REMICs”) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a portfolio, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on unrelated business income (“UBTI”), thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a portfolio will not allocate to shareholders excess inclusion income.

These rules are potentially applicable to a portfolio with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a portfolio that has a non-REIT strategy.

partnership. See “ Taxation of the Portfolio — Qualification as a regulated investment company .” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a portfolio from an interest in a QPTP will be treated as qualifying income but the portfolio may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a portfolio to fail to qualify as a regulated investment company.

Securities lending . While securities are loaned out by a portfolio, the portfolio generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders.

Investments in convertible securities. Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount (“OID”) principles.

Backup Withholding

By law, the Portfolio may be required to withhold a portion of your taxable dividends and sales proceeds unless you:

provide your correct social security or taxpayer identification number,

certify that this number is correct,

certify that you are not subject to backup withholding, and

certify that you are a U.S. person (including a U.S. resident alien).

The Portfolio also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors are described under the “Non-U.S. Investors” heading below.

Non-U.S. Investors

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

In general. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for dividends reported by the Portfolio as exempt-interest dividends, capital gain dividends and paid by the Portfolio from its net long-term capital gains, and with respect to taxable years of the Portfolio beginning before January 1, 2012 (unless such sunset date is extended, or made permanent), interest-related dividends paid by the Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.

Capital gain dividends and short-term capital gain dividends. In general, (i) a capital gain dividend reported by the Portfolio to shareholders as paid from its net long-term capital gains or (ii) with respect to taxable years of the Portfolio beginning before January 1, 2012 (unless such sunset date is extended or made permanent), a short-term capital gain dividend reported by the Portfolio to shareholders as paid from its net short-term capital gains, other than long- or short-term capital gains realized on disposition of U.S. real property interests (see the discussion below) are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.

Interest-related dividends. With respect to taxable years of the Portfolio beginning before January 1, 2012 (unless such sunset date is extended or made permanent), dividends reported by the Portfolio to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. “Qualified interest income” includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation which is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Portfolio is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. On any payment date, the amount of an income dividend that is reported by the Portfolio to shareholders as an interest-related dividend may be more or less than the amount that is so qualified. This is because the reporting of interest related dividends is based on an estimate of the Portfolio’s qualified net interest income for its entire fiscal year, which can only be determined with exactness at fiscal year end. As a consequence, the Portfolio may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investor’s only recourse may be to either forgo recovery of the excess withholding, or to file a United States nonresident income tax return to recover the excess withholding.

Further limitations on tax reporting for interest-related dividends and short-term capital gain dividends for non-U.S. investors. It may not be practical in every case for the Portfolio to report to shareholders, and the Portfolio reserves the right in these cases to not report, small amounts of interest-related or short-term capital gain dividends. Additionally, the Portfolio’s reporting of interest-related or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.

Net investment income from dividends on stock and foreign source interest income continue to be subject to withholding tax; effectively connected income . Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations, and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. If you hold your Portfolio shares in connection with a U.S. trade or business, your income and gains will be considered effectively connected income and taxed in the U.S. on a net basis, in which case you may be required to file a nonresident U.S. income tax return.

Investment in U.S. real property . The Portfolio may invest in equity securities of corporations that invest in U.S. real property, including U.S. REITs. The sale of a U.S. real property interest (“USRPI”) by the Portfolio or by a U.S. REIT or U.S. real property holding corporation in which the Portfolio invests may trigger special tax consequences to the Portfolio’s non-U.S. shareholders.

The Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) makes non-U.S. persons subject to U.S. tax on disposition of a USRPI as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by a RIC received from a U.S. REIT or another RIC classified as a U.S. real property holding corporation or realized by the RIC on a sale of a

USRPI (other than a domestically controlled U.S. REIT or RIC that is classified as a qualified investment entity) if all of the following requirements are met:

•

The RIC is classified as a qualified investment entity. A RIC is classified as a “qualified investment entity” with respect to a distribution to a non-U.S. person which is attributable directly or indirectly to a distribution from a U.S. REIT if, in general, 50% or more of the RIC’s assets consists of interests in U.S. REITs and U.S. real property holding corporations, and

•

You are a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at any time during the one-year period ending on the date of the distribution.

•

If these conditions are met, such Portfolio distributions to you are treated as gain from the disposition of a USRPI, causing the distributions to be subject to U.S. withholding tax at a rate of 35% (unless reduced by future regulations), and requiring that you file a nonresident U.S. income tax return.

•

In addition, even if you do not own more than 5% of a class of Portfolio shares, but the Portfolio is a qualified investment entity, such Portfolio distributions to you will be taxable as ordinary dividends rather than as a capital gain dividend (a distribution of long-term capital gains) or a short-term capital gain dividend subject to withholding at the 30% or lower treaty withholding rate.

These rules apply to dividends paid by the Portfolio before January 1, 2012 (unless such sunset date is extended or made permanent), except that after this date, the Portfolio’s distributions from a U.S. REIT (whether or not domestically controlled) attributable to FIRPTA gain will continue to be subject to the withholding rules described above provided the Portfolio would otherwise be classified as a qualified investment entity.

Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions would be subject to FIRPTA reporting and tax withholding.

U.S. estate tax . Transfers by gift of shares of the Portfolio by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Portfolio shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedent’s estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Portfolio shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Portfolio may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedent’s U.S. situs assets are below this threshold amount. In addition, a partial exemption from U.S estate tax may apply to Portfolio shares held by the estate of a nonresident decedent. The amount treated as exempt is based upon the proportion of the assets held by the Portfolio at the end of the quarter immediately preceding the decedent’s death that are debt obligations, deposits, or other property that generally would be treated as situated outside the United States if held directly by the estate. This provision applies to decedents dying after December 31, 2004 and before January 1, 2012, unless such provision is extended or made permanent.

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

The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Portfolio, including the applicability of foreign tax.

Effect of Future Legislation; Local Tax Considerations

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

PROXY VOTING POLICIES

The Board of Directors of the Fund and the Board of Trustees of DFAITC have delegated the authority to vote proxies for the portfolio securities held by the Portfolios and Underlying Funds to the Advisor in accordance with the Proxy Voting Policies and Procedures (the “Voting Policies”) and Proxy Voting Guidelines (“Voting Guidelines”) adopted by the Advisor. The Voting Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. (“ISS”), an independent third party, except with respect to certain matters for which the Advisor has modified the standard voting guidelines. A concise summary of the Voting Guidelines is provided in an Appendix to this SAI.

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

The Advisor seeks to vote (or refrains from voting) proxies in a manner consistent with the best interests of the Portfolios and Underlying Funds as understood by the Advisor at the time of the vote. Generally, the Advisor analyzes proxy statements on behalf of the Portfolios and Underlying Funds and instructs the vote (or refrains from voting) in accordance with the Voting Policies and the Voting Guidelines. Since most proxies the Advisor receives are instructed to be voted in accordance with the Voting Guidelines, it normally will not be necessary for the Advisor to make an actual determination of how to vote a particular proxy, thereby largely eliminating conflicts of interest for the Advisor during the proxy voting process. However, the Voting Policies do address the procedures to be followed if a conflict of interest arises between the interests of the Portfolios or Underlying Funds, and the interests of the Advisor or its affiliates. If a Corporate Governance Committee (“Committee”) member has actual knowledge of a conflict of interest and recommends a vote contrary to the Voting Guidelines (or in the case where the Voting Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), the Committee member will bring the vote to the Committee which will (a) determine how the vote should be cast keeping in mind the principle of preserving shareholder value, or (b) determine to abstain from voting, unless abstaining would be materially adverse to the interest of the Portfolios or Underlying Funds. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Portfolio or Underlying Fund in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the Board of Directors of the Fund or the Board of Trustees of DFAITC, as applicable.

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

Committee. To the extent that the Voting Guidelines do not cover potential voting issues, the Advisor will vote on such issues in a manner that is consistent with the spirit of the Voting Guidelines and that the Advisor believes would be in the best interests of Portfolio or Underlying Fund.

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

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

The Advisor, the Fund and DFAITC have retained ISS to provide certain services with respect to proxy voting. ISS provides information on shareholder meeting dates and proxy materials; translates proxy materials printed in a foreign language; provides research on proxy proposals and voting recommendations in accordance with the Voting Guidelines; effects votes on behalf of the Portfolios and Underlying Funds; and provides reports concerning the proxies voted (the “Proxy Voting Services”). In addition, the Advisor may retain the services of supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Voting Guidelines. Although the Advisor retains third-party service providers for proxy issues, the Advisor remains responsible for proxy voting decisions. In this regard, the Advisor uses commercially reasonable efforts to oversee the directed delegation to third-party proxy voting service providers, upon which the Advisor relies to carry out the Proxy Voting Services. In the event that the Voting Guidelines are not implemented precisely as the Advisor intends because of the actions or omissions of any third party service providers, custodians or sub-custodians or other agents or any such persons experience any irregularities (e.g. misvotes or missed votes), then such instances will not necessarily be deemed by the Advisor as a breach of the Voting Policies.

Information regarding how each of the Portfolios and Underlying Funds voted proxies related to its portfolio securities during the 12 month period ended June 30 of each year is available, no later than August 31 of each year, without charge, (i) upon request, by calling collect: (512) 306-7400 or (ii) on the Advisor’s website at http://www.dimensional.com and (iii) on the SEC’s website at http://www.sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS

Underlying Funds (“Holdings Information”), and to prevent the misuse of material non-public Holdings Information. The Advisor has determined that the Policy and its procedures (1) are reasonably designed to ensure that disclosure of Holdings Information is in the best interests of the shareholders of the Portfolios and Underlying Funds, and (2) appropriately address the potential for material conflicts of interest.

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

Online Disclosure of Portfolio Holdings Information . Each Portfolio and Underlying Fund generally discloses up to its twenty-five largest portfolio holdings and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio or Underlying Fund (“largest holdings”), as of the most recent month-end, online at the Advisor’s public website, http:// www.dimensional.com , within twenty days after the end of each month. This online disclosure may also include information regarding the industry allocations of the Portfolio or Underlying Fund. Each Portfolio and Underlying Fund generally discloses its complete Holdings Information (other than cash and cash equivalents), as of month-end, online at the Advisor’s public website, http:// www.dimensional.com, two months following the month-end, or more frequently and at different periods when authorized by a Designated Person (as defined below).

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

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


Recipient	Portfolios	Business Purpose	Frequency
BNY Mellon Investment Servicing (US) Inc.	All Portfolios	Fund Administrator, Accounting Agent and Transfer Agent	Daily
Citibank, N.A.	Retirement Fixed Income Portfolio III	Fund Custodian	Daily
Citibank N.A.	All Portfolios	Middle Office Operational Support Service Provider to the Advisor	Daily
BNY Mellon Investment Servicing Trust Company	Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II	Fund Custodian	Daily
PricewaterhouseCoopers LLP	All Portfolios	Independent registered public accounting firm	Upon request

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

other. In order to protect the interests of shareholders, the Portfolios and Underlying Funds, and to ensure no adverse effect on shareholders, in the limited circumstances where a Designated Person is considering making non-public Holdings Information available to a Recipient, the Advisor’s Director of Institutional Services and the Chief Compliance Officer will consider any conflicts of interest. If the Chief Compliance Officer, following appropriate due diligence, determines in his or her reasonable judgment that (1) the Portfolio or Underlying Fund, as applicable, has a legitimate business purpose for providing the non-public Holdings Information to a Recipient, and (2) disclosure of non-public Holdings Information to the Recipient would be in the interests of the shareholders and outweighs possible reasonably anticipated adverse effects, then the Chief Compliance Officer may approve the proposed disclosure.

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

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

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

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

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

FINANCIAL STATEMENTS

Because the Portfolios had not commenced operations as of October 31, 2010, the annual reports of the Fund for the fiscal year ended October 31, 2010 do not contain any data regarding the Portfolios.

PERFORMANCE DATA

The Portfolios may compare their investment performance to appropriate market and mutual fund indices and investments for which reliable performance data is available. Such indices are generally unmanaged and are prepared by entities and organizations which track the performance of investment companies or investment advisors. Unmanaged indices often do not reflect deductions for administrative and management costs and expenses. The performance of the Portfolios may also be compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services. Any performance information, whether related to the Portfolios or to the Advisor, should be considered in light of a Portfolio’s investment objectives and policies,

characteristics and the quality of the portfolio and market conditions during the time period indicated and should not be considered to be representative of what may be achieved in the future.

APPENDIX

Concise Summary of 2011 U.S. Proxy Voting Guidelines

Effective for Meetings on or after January 3, 2011

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:

Board Accountability

Board Responsiveness

Director Independence

Director Competence

A-1

1. Board Accountability

VOTE WITHHOLD/AGAINST ¹ the entire board of directors (except new nominees ² , who should be considered CASE-BY-CASE), for the following:

Problematic Takeover Defenses:

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;

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;

•

Majority vote standard for director elections with no carve out for contested elections;

•

The inability for shareholders to call special meetings;

•

The inability for shareholders to act by written consent;

•

A dual-class structure; and/or

•

A non-shareholder approved poison pill.

1.3.

The company’s poison pill has a “dead-hand” or “modified dead-hand” feature. Vote withhold/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

In general, companies with a plurality vote standard use “Withhold” as the valid 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.

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 the 12 months prior to the upcoming shareholder meeting.

A-2

policy applies to all companies adopting or renewing pills after the announcement of this policy (Nov 19, 2009);

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/or 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.

Problematic Compensation Practices

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

1.11.

There is a negative correlation between chief executive pay and company performance (see Pay for Performance Policy);

1.12.

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

1.13.

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

1.14.

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

1.15.

The company has problematic pay practices. Problematic pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

Governance Failures

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

A-3

1.16.

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

1.17.

Failure to replace management as appropriate; or

1.18.

Egregious actions related to the 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.

2. Board Responsiveness

Vote WITHHOLD/AGAINST 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 approval by a majority of the shares outstanding the previous year; or

2.2.

The board failed to act on a shareholder proposal that received approval of the 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 the shareholders tendered their shares; or

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.

3. Director Independence

Vote WITHHOLD/AGAINST 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 is less than majority independent.

4. Director Competence

VOTE WITHHOLD/AGAINST 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(s) absences are generally limited to the following:

•

Medical issues/illness;

•

Family emergencies; and

•

If the director’s total service was three meetings or fewer and the director missed only one meeting.

A-4

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/WITHHOLD from the director.

Vote AGAINST or WITHHOLD from individual directors who:

4.3.

Sit on more than six public company boards ³ ; 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);

•

Stock ownership positions.

Independent Chair (Separate Chair/CEO)

Generally vote FOR shareholder proposals requiring that the chairman’s position be filled by an independent director, unless the company satisfies all of the following criteria:

The company maintains the following counterbalancing governance structure:

•

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

•

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

•

serves as liaison between the chairman and the independent directors;

•

approves information sent to the board;

•

approves meeting agendas for the board;

•

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

•

has the authority to call meetings of the independent directors;

³	Dimensional will 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.

A-5

•

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

•

Two-thirds independent board;

•

All independent key committees;

•

Established governance guidelines;

•

A company in the Russell 3000 universe must not have exhibited sustained poor total shareholder return (TSR) performance, defined as one- and three-year TSR in the bottom half of the company’s four-digit GICS industry group (using Russell 3000 companies only), unless there has been a change in the Chairman/CEO position within that time. For companies not in the Russell 3000 universe, the company must not have underperformed both its peers and index on the basis of both one-year and three-year total shareholder returns, unless there has been a change in the Chairman/CEO position within that time;

•

The company does not have any problematic governance or management issues, examples of which include, but are not limited to:

•

Egregious compensation practices;

•

Multiple related-party transactions or other issues putting director independence at risk;

•

Corporate and/or management scandals;

•

Excessive problematic corporate governance provisions; or

•

Flagrant actions by management or the board with potential or realized negative impacts on shareholders.

Shareholder Rights & Defenses*

Net Operating Loss (NOL) Protective Amendments

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

Vote CASE-BY-CASE, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:

•

The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder);

•

The value of the NOLs;

•

Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL);

•

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.

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:

A-6

•

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

•

A term of no more than three years;

•

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);

•

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:

•

An unfettered ⁴ 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.

⁴

“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.

A-7

Shareholder Ability to Call Special Meetings

Vote AGAINST management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.

Generally vote FOR management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:

•

Shareholders’ current right to call special meetings;

•

Minimum ownership threshold necessary to call special meetings (10% preferred);

•

The inclusion of exclusionary or prohibitive language;

•

Investor ownership structure; and

•

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

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.

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:

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

A-8

•

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.

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.

•

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*

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

A-9

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.

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

Evaluate executive pay and practices, as well as certain aspects of outside director compensation CASE-BY-CASE.

Vote AGAINST management say on pay (MSOP) proposals, AGAINST/WITHHOLD on compensation committee members (or, in rare cases where the full board is deemed responsible, all directors including the CEO), and/or AGAINST an equity-based incentive plan proposal if:

•

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

•

The company maintains problematic pay practices;

•

The board exhibits poor communication and responsiveness to shareholders.

Voting Alternatives

In general, the management say on pay (MSOP) ballot item is the primary focus of voting on executive pay practices— dissatisfaction with compensation practices can be expressed by voting against MSOP rather than withholding or voting against the compensation committee. However, if there is no MSOP on the ballot, then the negative vote will apply to members of the compensation committee. In addition, in egregious cases, or if the board fails to respond to concerns raised by a prior MSOP proposal, then vote withhold or against compensation committee members (or, if the full board is deemed accountable, all

A-10

directors). If the negative factors involve equity-based compensation, then vote AGAINST an equity-based plan proposal presented for shareholder approval.

Additional CASE-BY-CASE considerations for the management say on pay (MSOP) proposals:

•

Evaluation of performance metrics in short-term and long-term plans, as discussed and explained in the Compensation Discussion & Analysis (CD&A). Consider the measures, goals, and target awards reported by the company for executives’ short- and long-term incentive awards: disclosure, explanation of their alignment with the company’s business strategy, and whether goals appear to be sufficiently challenging in relation to resulting payouts;

•

Evaluation of peer group benchmarking used to set target pay or award opportunities. Consider the rationale stated by the company for constituents in its pay benchmarking peer group, as well as the benchmark targets it uses to set or validate executives’ pay (e.g., median, 75th percentile, etc.,) to ascertain whether the benchmarking process is sound or may result in pay “ratcheting” due to inappropriate peer group constituents (e.g., much larger companies) or targeting (e.g., above median); and

•

Balance of performance-based versus non-performance-based pay. Consider the ratio of performance-based (not including plain vanilla stock options) vs. non-performance-based pay elements reported for the CEO’s latest reported fiscal year compensation, especially in conjunction with concerns about other factors such as performance metrics/goals, benchmarking practices, and pay-for-performance disconnects.

Primary Evaluation Factors for Executive Pay

Pay for Performance

Evaluate the alignment of the CEO’s pay with performance over time, focusing particularly on companies that have underperformed their peers over a sustained period. From a shareholders’ perspective, performance is predominantly gauged by the company’s stock performance over time. Even when financial or operational measures are utilized in incentive awards, the achievement related to these measures should ultimately translate into superior shareholder returns in the long-term. Focus on companies with sustained underperformance relative to peers, considering the following key factors:

•

Whether a company’s one-year and three-year total shareholder returns (“TSR”) are in the bottom half of its industry group (i.e., four-digit GICS – Global Industry Classification Group); and

•

Whether the total compensation of a CEO who has served at least two consecutive fiscal years is aligned with the company’s total shareholder return over time, including both recent and long-term periods.

If a company falls in the bottom half of its four-digit GICS, further analysis of the CD&A is required to better understand the various pay elements and whether they create or reinforce shareholder alignment. Also assess the CEO’s pay relative to the company’s TSR over a time horizon of at least five years. The most recent year-over-year increase or decrease in pay remains a key consideration, but there will be additional emphasis on the long term trend of CEO total compensation relative to shareholder return. Also consider the mix of performance-based compensation relative to total compensation. In general, standard stock options or time-vested restricted stock are not considered to be performance-based. If a company provides performance-based incentives to its executives, the company is highly encouraged to provide the complete disclosure of the performance measure and goals (hurdle rate) so that shareholders

A-11

can assess the rigor of the performance program. The use of non-GAAP financial metrics also makes it very challenging for shareholders to ascertain the rigor of the program as shareholders often cannot tell the type of adjustments being made and if the adjustments were made consistently. Complete and transparent disclosure helps shareholders to better understand the company’s pay for performance linkage.

Problematic Pay Practices

If the company maintains problematic pay practices, generally vote:

•

AGAINST management “say on pay” (MSOP) proposals;

•

AGAINST/WITHHOLD on compensation committee members (or in rare cases where the full board is deemed responsible, all directors including the CEO):

•

In egregious situations;

•

When no MSOP item is on the ballot; or

•

When the board has failed to respond to concerns raised in prior MSOP evaluations; and/or

•

AGAINST an equity incentive plan proposal if excessive non-performance-based equity awards are the major contributors to a pay-for-performance misalignment.

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

Assess company policies and disclosure related to compensation that could incentivize excessive risk-taking, for example:

•

Multi-year guaranteed bonuses;

A-12

•

A single 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

Vote CASE-BY-CASE on options backdating issues. Generally, when a company has recently practiced options backdating, WITHHOLD from or vote AGAINST the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. When deciding on votes on compensation committee members who oversaw questionable options grant practices or current compensation committee members who fail to respond to the issue proactively, consider several factors, including, but not limited to, the following:

•

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.

A CASE-BY-CASE analysis approach allows distinctions to be made between companies that had “sloppy” plan administration versus those that acted deliberately and/or committed fraud, as well as those companies that subsequently took corrective action. Cases where companies have committed fraud are considered most egregious.

Board Communications and Responsiveness

Consider the following factors CASE-BY-CASE when evaluating ballot items related to executive pay:

•

Poor disclosure practices, including:

•

Unclear explanation of how the CEO is involved in the pay setting process;

•

Retrospective performance targets and methodology not discussed;

•

Methodology for benchmarking practices and/or peer group not disclosed and explained.

•

Board’s responsiveness to investor input and engagement on compensation issues, for example:

•

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

•

Failure to respond to concerns raised in connection with significant opposition to MSOP proposals.

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

A-13

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;

•

The plan expressly permits the repricing of stock options/stock appreciate rights (SARs) without prior shareholder approval;

•

The CEO is a participant in the proposed equity-based compensation plan and there is a disconnect between CEO pay and the company’s performance where over 50 percent of the year-over-year increase is attributed to equity awards (see Pay-for-Performance);

•

The company’s three year burn rate exceeds the greater of 2% or the mean plus one standard deviation of its industry group but no more than two percentage points (+/-) from the prior-year industry group cap;

•

Liberal Change of Control Definition: The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur (e.g., upon shareholder approval of a transaction or the announcement of a tender offer); or

•

The plan is a vehicle for problematic pay practices.

Shareholder Proposals on Compensation

Golden Coffins/Executive Death Benefits

A-14

Generally vote FOR proposals calling companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals that the broad-based employee population is eligible.

Hold Equity Past Retirement or for a Significant Period of Time

Vote CASE-BY-CASE on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain all or a significant portion of the shares acquired through compensation plans, either:

•

while employed and/or for two years following the termination of their employment ; or

•

for a substantial period following the lapse of all other vesting requirements for the award (“lock-up period”), with ratable release of a portion of the shares annually during the lock-up period.

The following factors will be taken into account:

•

Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of:

•

Rigorous stock ownership guidelines;

•

A holding period requirement coupled with a significant long-term ownership requirement; or

•

A meaningful retention ratio;

•

Actual officer stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s own stock ownership or retention requirements;

•

Post-termination holding requirement policies or any policies aimed at mitigating risk taking by senior executives;

•

Problematic pay practices, current and past, which may promote a short-term versus a long-term focus.

A rigorous stock ownership guideline should be at least 10x base salary for the CEO, with the multiple declining for other executives. A meaningful retention ratio should constitute at least 50 percent of the stock received from equity awards (on a net proceeds basis) held on a long-term basis, such as the executive’s tenure with the company or even a few years past the executive’s termination with the company.

Vote CASE-BY-CASE on shareholder proposals asking companies to adopt policies requiring Named Executive Officers to retain 75% of the shares acquired through compensation plans while employed and/or for two years following the termination of their employment, and to report to shareholders regarding this policy. The following factors will be taken into account:

•

Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of:

•

Rigorous stock ownership guidelines, or

•

A holding period requirement coupled with a significant long-term ownership requirement, or

•

A meaningful retention ratio,

A-15

•

Problematic pay practices, current and past, which may promote a short-term versus a long-term focus.

Generally vote AGAINST shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While ISS favors stock ownership on the part of directors, the company should determine the appropriate ownership requirement.

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.

A-16

2011 International Proxy Voting Guidelines Summary

Effective for Meetings on or after January 3, 2011

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).

In circumstances where fees for non-audit services include fees related to significant one-time capital structure events (initial public offerings, bankruptcy emergencies, and spin-offs) 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.

A-17

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.

Amendments to Articles of Association

Vote amendments to the articles of association on a CASE-BY-CASE basis.

Change in Company Fiscal Term

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

Lower Disclosure Threshold for Stock Ownership

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

Amend Quorum Requirements

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

Transact Other Business

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

2. Board of Directors

Director Elections

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

•

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).

A-18

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 or WITHHOLD from directors individually, on a committee, or the entire board, due to:

•

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

•

Failure to replace management as appropriate; or

•

[Please see the ISS International Classification of Directors .]

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

A-19

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 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.

[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.

A-20

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.

Board Structure

Vote FOR proposals to fix board size.

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

A-21

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.

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

A-22

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

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

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

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

Debt Issuance Requests

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

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

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

Pledging of Assets for Debt

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

Increase in Borrowing Powers

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

Share Repurchase Plans

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 UK/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 5 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.

A-23

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. 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.

•

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 favourable track record of successful integration of historical acquisitions.

•

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.

•

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.

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.

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

A-24

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.

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.

A-25

Subject to Completion,

May 11, 2011

CLASS R10 SHARES

CLASS R25 SHARES

DFA INVESTMENT DIMENSIONS GROUP INC.

6300 Bee Cave Road, Building One, Austin, Texas 78746

Telephone: (512) 306-7400

STATEMENT OF ADDITIONAL INFORMATION

, 2011

DFA Investment Dimensions Group Inc. (the “Fund” or “DFAIDG”) is an open-end management investment company that offers sixty-six series of shares. This Statement of Additional Information (“SAI”) relates to the Class R10 shares and Class R25 shares of four series of the Fund (the “Portfolios”):

Dimensional Retirement Equity Fund II

Ticker:

Dimensional Retirement Fixed Income Fund I

Ticker:

Dimensional Retirement Fixed Income Fund II

Ticker:

Dimensional Retirement Fixed Income Fund III

Ticker:

This SAI is not a Prospectus but should be read in conjunction with the Prospectus for the Class R10 shares and Class R25 shares of the Portfolios, dated , 2011, as amended from time to time. As of , 2011, the Portfolios have not yet commenced operations. No financial information is shown for the Portfolios in the Fund’s annual report for the fiscal year ended October 31, 2010. The Prospectus can be obtained by writing to the Fund at the above address or by calling the above telephone number.

TABLE OF CONTENTS


PORTFOLIO CHARACTERISTICS AND POLICIES			1

BROKERAGE TRANSACTIONS			1

INVESTMENT LIMITATIONS			2

FUTURES CONTRACTS			4

SWAPS			5

FORWARD FOREIGN CURRENCY TRANSACTIONS			5

CASH MANAGEMENT PRACTICES			6

CONVERTIBLE DEBENTURES			7

EXCHANGE TRADED FUNDS			8

PORTFOLIO TURNOVER RATES			8

STANDARD & POOR’S — INFORMATION AND DISCLAIMERS			8

DIRECTORS AND OFFICERS			8

SERVICES TO THE FUND			20

ADVISORY FEES			22

PORTFOLIO MANAGERS			22

GENERAL INFORMATION			25

CODE OF ETHICS			25

SHAREHOLDER RIGHTS			25

PRINCIPAL HOLDERS OF SECURITIES			26

PURCHASE OF SHARES			26

REDEMPTION AND TRANSFER OF SHARES			26

TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS			26

PROXY VOTING POLICIES			39

DISCLOSURE OF PORTFOLIO HOLDINGS			41

FINANCIAL STATEMENTS			43

PERFORMANCE DATA			43

PORTFOLIO CHARACTERISTICS AND POLICIES

This SAI relates to the Class R10 shares and Class R25 shares of the Dimensional Retirement Equity Fund II (the “Retirement Equity Portfolio”), Dimensional Retirement Fixed Income Fund I (the “Retirement Fixed Income Portfolio I”), Dimensional Retirement Fixed Income Fund II (the “Retirement Fixed Income Portfolio II”) and Dimensional Retirement Fixed Income Fund III (the “Retirement Fixed Income Portfolio III”). Each Portfolio also offers an additional class of shares, Institutional Class shares.

Each Portfolio and Underlying Fund is diversified under the federal securities laws and regulations.

BROKERAGE TRANSACTIONS

INVESTMENT LIMITATIONS

Each Portfolio will not:

(1)

(2)

(3)

(4)

(5)

(6)

engage in the business of underwriting securities issued by others;

(7)

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

(8)

The Retirement Fixed Income Portfolio I will not:

(9)

Although the investment limitation described in (2) above prohibits loans, each Portfolio is authorized to lend portfolio securities.

Unless otherwise indicated, all limitations applicable to a Portfolio’s investments apply only at the time that a transaction is undertaken.

FUTURES CONTRACTS

SWAPS

The Retirement Fixed Income Portfolio III may enter into certain types of swap agreements, including inflation swap agreements, asset swap agreements and real return swap agreements.

FORWARD FOREIGN CURRENCY TRANSACTIONS

CASH MANAGEMENT PRACTICES

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


Portfolios and Underlying Funds	Permissible Cash Investments*	Percentage Guidelines**
Retirement Equity Portfolio	Money market instruments; highly liquid fixed income securities; freely convertible currencies; affiliated and unaffiliated registered and unregistered money market funds***		20	%

Retirement Fixed Income Portfolio I	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds.***		20	%

Retirement Fixed Income Portfolio II	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds.***		20	%

Retirement Fixed Income Portfolio III	Money market instruments; highly liquid fixed income securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds; index futures contracts, and options thereon.***		20	%

U.S. Core Equity 1 Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		20	%

U.S. Large Company Portfolio	Short-term fixed income securities; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		5	%

International Core Equity Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		20	%


Portfolios and Underlying Funds	Permissible Cash Investments*	Percentage Guidelines**
Large Cap International Portfolio	High quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		20	%

Emerging Markets Core Equity Portfolio	Money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		20	%

The Emerging Markets Series	Money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		10	%

DFA One-Year Fixed Income Portfolio	Affiliated and unaffiliated registered or unregistered money market funds***		N.A.

DFA Two-Year Global Fixed Income Portfolio	Index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds***		N.A.

DFA Inflation-Protected Securities Portfolio	Short-term government fixed income obligations; affiliated and unaffiliated registered and unregistered money market funds, including government money market funds***		N.A.

*	With respect to fixed income instruments, except in connection with corporate actions, the Portfolios and Underlying Funds will invest in fixed income instruments that at the time of purchase have an investment grade rating by a rating agency or are deemed to be investment grade by the Advisor.

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

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

CONVERTIBLE DEBENTURES

EXCHANGE TRADED FUNDS

PORTFOLIO TURNOVER RATES

STANDARD & POOR’S — INFORMATION AND DISCLAIMERS

DIRECTORS AND OFFICERS

Directors

Organization of the Board

Board Oversight of Risk Management

Director Qualifications

considers appropriate, including information relating to such nominee that is required to be disclosed in solicitations or proxies for the election of Board members.

Disinterested Directors


Name, Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² 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: 63	Director	Since 1983	Leo Melamed Professor of Finance, University of Chicago Booth School of Business	94 portfolios in 4 investment companies	None

John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 72	Director	Since 1986	Steven G. Rothmeier Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member Competitive Markets Advisory Committee, 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).	94 portfolios in 4 investment companies	Trustee, Harbor Funds (registered investment company) (28 Portfolios) (since 1994).

Roger G. Ibbotson Yale School of Management P.O. Box 208200 New Haven, CT 06520-8200 Age: 67	Director	Since 1981	Professor in Practice of Finance, Yale School of Management (since 1984). Consultant to Morningstar, Inc. (since 2006). Chairman, CIO and Partner, Zebra Capital Management, LLC (hedge fund and asset manager) (since 2001). Formerly, Chairman, Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and consulting) (1977-2006). Formerly, Director, BIRR Portfolio Analysis, Inc. (software products) (1990-2010).	94 portfolios in 4 investment companies	None

Edward P. Lazear Stanford University Graduate School of Business 518 Memorial Way Stanford, CA 94305-5015 Age: 63	Director	Since 2010	Morris Arnold Cox Senior Fellow, Hoover Institution (since 2002). Jack Steele Parker Professor of Human Resources Management and Economics, Graduate School of Business, Stanford University (since 1995). Cornerstone Research (expert testimony and economic and financial analysis) (since 2009). Formerly, Chairman of the President George W. Bush’s Council of Economic Advisers (2006- 2009). Council of Economic Advisors, State of California (2005-2006). Commissioner, White House Panel on Tax Reform (2005).	94 portfolios in 4 investment companies	None


Name, Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² Overseen	Other Directorships of Public Companies Held During Past 5 Years
Myron S. Scholes c/o Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 69	Director	Since 1981	Frank E. Buck Professor Emeritus of Finance, Stanford University (since 1981). Formerly, Chairman, Platinum Grove Asset Management L.P. (hedge fund) (formerly, Oak Hill Platinum Partners) (1999-2009). Formerly, Managing Partner, Oak Hill Capital Management (private equity firm) (until 2004).	94 portfolios in 4 investment companies	Director, American Century Fund Complex (registered investment companies) (40 Portfolios) (since 1980). Formerly, Director, Chicago Mercantile Exchange (2001-2008).

Abbie J. Smith University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637 Age: 57	Director	Since 2000	Boris and Irene Stern Distinguished Service Professor of Accounting, University of Chicago Booth School of Business (since 1980); Co-Director Investment Research, Fundamental Investment Advisors (hedge fund) (since 2008).	94 portfolios in 4 investment companies	Director, HNI Corporation (formerly known as HON Industries Inc.) (office furniture) (since 2000); Director, Ryder System Inc. (transportation, logistics and supply-chain management) (since 2003); and Trustee, UBS Funds (3 investment companies within the fund complex) (52 portfolios) (since 2009).

Interested Directors

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


Name Address and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years	Portfolios within the DFA Fund Complex ² Overseen	Other Directorships of Public Companies Held During Past 5 Years
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 64	Chairman, Director, President and Co-Chief Executive Officer	Since 1981	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 (“DEM”), DFAIDG, Dimensional Investment Group Inc. (“DIG”) and The DFA Investment Trust Company (“DFAITC” or 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. Chairman and President of Dimensional Smart Nest LLC and Dimensional Smart Nest (US) LLC. Limited Partner, Oak Hill Partners and VSC Investors, LLC. Trustee, University of Chicago Booth. 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.	94 portfolios in 4 investment companies	None

Eduardo A. Repetto 6300 Bee Cave Road, Building One Austin, TX 78746 Age: 44	Director, Co-Chief Executive Officer and Chief Investment Officer	Since 2009	Co Chief Executive Officer (beginning January 2010), Chief Investment Officer (beginning March 2007) and formerly, Vice President of Dimensional Fund Advisors LP, Dimensional Holdings Inc., DFA Securities LLC, DEM, DFAIDG, DIG, DFAITC and Dimensional Fund Advisors Canada ULC; Director of all such entities except Dimensional Fund Advisors LP and DFA Securities LLC. Chief Investment Officer, Vice President and Director of DFA Australia Limited. Director of Dimensional Fund Advisors Ltd., Dimensional Funds PLC and Dimensional Cayman Commodity Fund I Ltd.	94 portfolios in 4 investment companies	None

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

set forth in the chart below. Because the Portfolios have not yet commenced operations prior to the date of this SAI, the Directors do not own any shares of the Portfolios.


Name	Dollar Range of Portfolio Shares Owned	Aggregate Dollar Range of Shares Owned in All Funds Overseen by Director in Family of Investment Companies
Disinterested Directors:
George M. Constantinides	None	None Directly; Over $100,000 in Simulated Funds**
John P. Gould	None	None Directly; Over $100,000 in Simulated Funds**
Roger G. Ibbotson	None	Over $100,000; Over $100,000 in Simulated Funds**
Edward P. Lazear	None	None
Myron S. Scholes	None	$50,001-$100,000; Over $100,000 in Simulated Funds**
Abbie J. Smith	None	None Directly; Over $100,000 in Simulated Funds**
Interested Directors:
David G. Booth	None	Over $100,000
Eduardo A. Repetto	None	Over $100,000


Name and Position	Aggregate Compensation from the Fund*		Pension or Retirement Benefits as Part of Fund Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from the Fund and DFA Fund Complex Paid to Directors†
George M. Constantinides Director	$	108,410	N/A	N/A	$	175,000
John P. Gould Director	$	108,410	N/A	N/A	$	175,000
Roger G. Ibbotson Director	$	114,889	N/A	N/A	$	185,000
Edward P. Lazear** Director	$	0	N/A	N/A	$	0
Myron S. Scholes Director	$	108,410	N/A	N/A	$	175,000
Abbie J. Smith Director	$	108,410	N/A	N/A	$	175,000
Christopher S. Crossan Chief Compliance Officer	$	210,470	N/A	N/A		N/A

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

**	Mr. Lazear did not serve as a Director until December 17, 2010; therefore, he did not receive any compensation from the Fund or the DFA Fund Complex as of October 31, 2010.

Officers


Name and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years
April A. Aandal Age: 48	Vice President and Chief Learning Officer	Since 2008	Vice President of all the DFA Entities. Chief Learning Officer of Dimensional Fund Advisors LP (since September 2008). Formerly Regional Director of Dimensional Fund Advisors LP (2004-2008).

Darryl D. Avery Age: 44	Vice President	Since 2005	Vice President of all the DFA Entities.

Arthur H. Barlow Age: 55	Vice President	Since 1993	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited and Dimensional Fund Advisors Ltd.

John T. Blood Age: 42	Vice President	Since 2011	Vice President of all the DFA Entities.

Scott A. Bosworth Age: 42	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since November 1997).

Valerie A. Brown Age: 44	Vice President and Assistant Secretary	Since 2001	Vice President and Assistant Secretary of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC.

David P. Butler Age: 45	Vice President	Since 2007	Vice President of all the DFA Entities. Director of Global Financial Advisor Services of Dimensional Fund Advisors LP (since 2008). Formerly, Director US Financial Advisor Services of Dimensional Fund Advisors LP (since January 2005).

James G. Charles Age:54	Vice President	Since 2011	Vice President of all the DFA Entities.

Joseph H. Chi Age: 44	Vice President	Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since October 2005).

Stephen A. Clark Age: 38	Vice President	Since 2004	Vice President of all the DFA Entities.

Robert P. Cornell Age: 61	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Financial Services Group of Dimensional Fund Advisors LP (since August 1993).

George H. Crane Age: 55	Vice President	Since 2010	Vice President of all the DFA Entities.

Christopher S. Crossan Age: 45	Vice President and Chief Compliance Officer	Since 2004	Vice President and Chief Compliance Officer of all the DFA Entities.

James L. Davis Age: 54	Vice President	Since 1999	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited and Dimensional Fund Advisors Ltd.

Robert T. Deere Age: 53	Vice President	Since 1994	Vice President of all the DFA Entities and DFA Australia Limited.

Peter F. Dillard Age: 39	Vice President	Since 2010	Vice President of all the DFA Entities. Research Associate for Dimensional Fund Advisors, LP (since August 2008). Formerly, Research Assistant for DFA from April 2006 – August 2008. Prior to April 2006, Manager at Hilton Hotels Corp. (September 2004 – April 2006).

Robert W. Dintzner Age: 40	Vice President	Since 2001	Vice President of all the DFA Entities. Chief Communications Officer (since 2010).

Kenneth Elmgren Age: 56	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Managing Principal of Beverly Capital (May 2004 to September 2006).

Richard A. Eustice Age: 45	Vice President and Assistant Secretary	Since 1998	Vice President and Assistant Secretary of all the DFA Entities and DFA Australia Limited. Chief Operating Officer of Dimensional Fund Advisors Ltd. (since July 2008). Formerly, Vice President of Dimensional Fund Advisors Ltd.

Gretchen A. Flicker Age: 39	Vice President	Since 2004	Vice President of all the DFA Entities.

Jed S. Fogdall Age: 36	Vice President	Since 2008	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since September 2004).


Name and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years
Jeremy P. Freeman Age: 40	Vice President	Since 2009	Vice President of all the DFA Entities. Senior Technology Manager for Dimensional Fund Advisors LP (since June 2006). Formerly, Principal at AIM Investments/Amvescap PLC (now Invesco) (June 1998 – June 2006).

Mark R. Gochnour Age: 43	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP.

Henry F. Gray Age: 43	Vice President	Since 2000	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.

John T. Gray Age: 36	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (January 2005 to February 2007).

Joel H. Hefner Age: 43	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since June 1998).

Julie C. Henderson Age: 36	Vice President and Fund Controller	Since 2005	Vice President and Fund Controller of all the DFA Entities.

Kevin B. Hight Age: 43	Vice President	Since 2005	Vice President of all the DFA Entities.

Christine W. Ho Age: 43	Vice President	Since 2004	Vice President of all the DFA Entities.

Michael C. Horvath Age: 50	Vice President	Since 2011	Vice President of all the DFA Entities.

Jeff J. Jeon Age: 37	Vice President	Since 2004	Vice President of all the DFA Entities.

Patrick M. Keating Age: 56	Vice President	Since 2003	Vice President of all the DFA Entities and Chief Operating Officer of Dimensional Fund Advisors LP. Director, Vice President, and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC. Director of DFA Australia Limited.

David M. Kershner Age: 39	Vice President	Since 2010	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since June 2004).

Timothy R. Kohn Age: 39	Vice President	Since 2011	Vice President of all the DFA Entities.

Joseph F. Kolerich Age: 39	Vice President	Since 2004	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since April 2001).

Stephen W. Kurad Age: 42	Vice President	Since 2011	Vice President of all the DFA Entities.

Michael F. Lane Age: 43	Vice President	Since 2004	Vice President of all the DFA Entities.

Juliet H. Lee Age: 40	Vice President	Since 2005	Vice President of all the DFA Entities. Human Resources Manager of Dimensional Fund Advisors LP (since January 2004).

Marlena I. Lee Age: 30	Vice President	Since 2011	Vice President of all the DFA Entities.

Apollo D. Lupescu Age: 41	Vice President	Since 2009	Vice President of all the DFA Entities. Regional Director for Dimensional Fund Advisors LP (since February 2004).

Kenneth M. Manell Age: 38	Vice President	Since 2010	Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since September 2006). Formerly, Assistant General Counsel at Castle & Cooke (January 2004 – September 2006).

Aaron M. Marcus Age: 40	Vice President and Head of Global Human Resources	Since 2008	Vice President of all DFA Entities and Head of Global Human Resources of Dimensional Fund Advisors LP. Formerly, Global Head of Recruiting and Vice President of Goldman Sachs & Co. (June 2006 to January 2008); Global Co-Head of HR of the Equities & FICC Division, and Vice President of Goldman Sachs & Co. (May 2005 to May 2006);


Name and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years
David R. Martin Age: 54	Vice President, Chief Financial Officer and Treasurer	Since 2007	Vice President, Chief Financial Officer and Treasurer of all the DFA Entities. Director, Vice President, Chief Financial Officer and Treasurer of Dimensional Fund Advisors Ltd. and DFA Australia Limited. Chief Financial Officer, Treasurer, and Vice President of Dimensional Fund Advisors Canada ULC. Director of Dimensional Funds PLC and Dimensional Funds II PLC. Formerly, Executive Vice President and Chief Financial Officer of Janus Capital Group Inc. (June 2005 to March 2007).

Catherine L. Newell Age: 46	Vice President and Secretary	Vice President since 1997 and Secretary since 2000	Vice President and Secretary of all the DFA Entities. Director, Vice President and Secretary of DFA Australia Limited. Director, Vice President and Secretary of Dimensional Fund Advisors Ltd. (since February 2002, April 1997, and May 2002, respectively). Vice President and Secretary of Dimensional Fund Advisors Canada ULC. Director of Dimensional Funds PLC and Dimensional Funds II PLC (since 2002 and 2006, respectively).

Christian Newton Age: 35	Vice President	Since 2009	Vice President of all the DFA Entities. Web Services Manager for Dimensional Fund Advisors LP (since January 2008). Formerly, Design Manager (2005 – 2008) of Dimensional Fund Advisors LP.

Pamela B. Noble Age: 46	Vice President	Since 2011	Vice President of all the DFA Entities.

Carolyn L. O Age: 36	Vice President	Since 2010	Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since September 2007). Prior to September 2007, Associate at K&L Gates LLP (January 2004 – September 2007).

Gerard K. O’Reilly Age: 34	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Research Associate of Dimensional Fund Advisors LP (2004 to 2006).

Daniel C. Ong Age: 37	Vice President	Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since July 2005).

Kyle K. Ozaki Age: 32	Vice President	Since 2010	Vice President of all the DFA Entities. Senior Compliance Officer for Dimensional Fund Advisors LP (since January 2008). Formerly, Compliance Officer (February 2006 – December 2007) and Compliance Analyst (August 2004 – January 2006).

Carmen Palafox Age: 36	Vice President	Since 2006	Vice President of all the DFA Entities. Operations Manager of Dimensional Fund Advisors LP (since May 1996).

Sonya K. Park Age: 38	Vice President	Since 2005	Vice President of all the DFA Entities.

David A. Plecha Age: 49	Vice President	Since 1993	Vice President of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Ltd.

Allen Pu Age: 40	Vice President	Since 2011	Vice President of all the DFA Entities.

Stephen A. Quance Age: 36	Vice President	Since 2011	Vice President of all the DFA Entities.

Theodore W. Randall Age: 37	Vice President	Since 2008	Vice President of all the DFA Entities. Formerly, Research Associate of Dimensional Fund Advisors LP (2006 to 2008); Systems Developer of Dimensional Fund Advisors LP (2001 to 2006).

L. Jacobo Rodríguez Age: 39	Vice President	Since 2005	Vice President of all the DFA Entities.

Julie A. Saft Age: 51	Vice President	Since 2010	Vice President of all the DFA Entities. Client Systems Manager for Dimensional Fund Advisors LP (since July 2008). Formerly, Senior Manager at Vanguard (November 1997 – July 2008).

David E. Schneider Age: 65	Vice President	Since 2001	Vice President of all the DFA Entities. Director of Institutional Services of Dimensional Fund Advisors LP.


Name and Age	Position	Term of Office ¹ and Length of Service	Principal Occupation During Past 5 Years
Walid A. Shinnawi Age: 49	Vice President	Since 2010	Vice President of all the DFA Entities. Regional Director for Dimensional Fund Advisors LP (since March 2006). Formerly, Senior Director at Moody’s KMV (1999-March 2006).

Bruce A. Simmons Age: 46	Vice President	Since 2009	Vice President of all the DFA Entities. Investment Operations Manager for Dimensional Fund Advisors LP (since May 2007). Formerly, Vice President Client and Fund Reporting at Mellon Financial (September 2005 – May 2007).

Ted R. Simpson Age: 42	Vice President	Since 2007	Vice President of all the DFA Entities. Regional Director of Dimensional Fund Advisors LP (since December 2002).

Bryce D. Skaff Age: 36	Vice President	Since 2007	Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (December 1999 to January 2007).

Andrew D. Smith Age: 42	Vice President	Since 2011	Vice President of all the DFA Entities.

Grady M. Smith Age: 54	Vice President	Since 2004	Vice President of all the DFA Entities.

Carl G. Snyder Age: 47	Vice President	Since 2000	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.

Lawrence R. Spieth Age: 63	Vice President	Since 2004	Vice President of all the DFA Entities.

Bradley G. Steiman Age: 37	Vice President	Since 2004	Vice President of all the DFA Entities and Director and Vice President of Dimensional Fund Advisors Canada ULC.

Robert C. Trotter Age: 52	Vice President	Since 2009	Vice President of all the DFA Entities. Senior Manager Technology for Dimensional Fund Advisors LP (since March 2007). Formerly, Director of Technology at AMVESCAP (2002 – 2007).

Karen E. Umland Age: 44	Vice President	Since 1997	Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC.

Brian J. Walsh Age: 41	Vice President	Since 2009	Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since 2004).

Weston J. Wellington Age: 59	Vice President	Since 1997	Vice President of all the DFA Entities. Formerly, Vice President of DFA Australia Limited.

Ryan J. Wiley Age: 34	Vice President	Since 2007	Vice President of all the DFA Entities. Senior Trader of Dimensional Fund Advisors LP. Formerly, Portfolio Manager (2006 to 2007) and Trader (2001 to 2006).

Kristina M. Williams Age: 35	Vice President	Since 2006	Vice President of all DFA Entities. Formerly, Operations Supervisor of Dimensional Fund Advisors LP (March 2003 to December 2006).

Paul E. Wise Age: 55	Vice President	Since 2005	Vice President of all the DFA Entities. Chief Technology Officer for Dimensional Fund Advisors LP (since 2004).

John S. Wotowicz Age: 47	Vice President	Since 2010	Vice President of all the DFA Entities.

Joseph L. Young Age: 32	Vice President	Since 2011	Vice President of all the DFA Entities.

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

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

SERVICES TO THE FUND

Administrative Services

0.0110% of the Fund Complex’s first $50 billion of average net assets;

0.0085% of the Fund Complex’s next $25 billion of average net assets; and

0.0075% of the Fund Complex’s average net assets in excess of $75 billion.

Each Portfolio is also subject to a monthly fee. The Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II are each subject to a monthly fee of $1,000. The Retirement Fixed Income Portfolio III is subject to a monthly base fee of $2,083. The Underlying Funds are also subject to monthly fees. The U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, DFA One-Year Fixed Income Portfolio and DFA Inflation-Protected Securities Portfolio are each subject to a monthly fee of $1,666. The International Equity Underlying Funds and DFA Two-Year Global Fixed Income Portfolio are each subject to a monthly base fee of $2,083. The Class R10 shares and Class R25 shares of the Portfolios each pay a shareholder servicing administrative fee of $83.33 per month ($1,000 per year) to BNY Mellon for administrative and accounting services in connection with the assessment of shareholder services fees by the Class R10 shares and Class R25 shares.

The Portfolios also pay separate fees to BNY Mellon with respect to the services BNY Mellon provides as transfer agent and dividend disbursing agent.

Custodians

Distributor

Distribution Plan

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has each adopted a Distribution Plan (the “Plan”) with respect to Class R10 and Class R25 shares. The Plan permits the Fund to compensate DFAS, or others, for expenses associated with the sale or servicing of such classes of shares. Although actual distribution expenses may be more or less, under the Plan the Fund pays DFAS, on an annual basis, an amount that will not exceed the following:

0.10% of the average daily net assets of Class R10 shares of each Portfolio; and

0.25% of the average daily net assets of Class R25 shares of each Portfolio.

As required by Rule 12b-1, the Plan was approved by the Board of Directors, including a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Disinterested Directors”). Under the Plan, payment may be made for, among other things, the printing of prospectuses and reports used for sales purposes; expenses of preparing and distributing sales literature (and any related expenses); advertisements; other distribution-related expenses; additional distribution fees paid to financial intermediaries or their firms or others (including retirement plan recordkeepers) who have executed agreements with the Fund, DFAS, or their affiliates; certain promotional distribution charges paid to financial intermediary firms or others; participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance; advertising; educating financial intermediaries’ personnel about each Fund and shareholder financial planning needs; placement on financial intermediaries’ lists of offered funds; access to sales meetings; shareholder meetings for class-specific matters; sales representatives and management representatives of financial intermediaries; participation in and/or presentation at conferences or seminars; sales or training programs for invited financial intermediary representatives and other employees; client and investor events and other financial intermediary-sponsored events; and ticket charges.

The Plan may be amended from time to time upon approval by vote of a majority of the Directors, including a majority of the Disinterested Directors, cast in person at a meeting called for that purpose. The Plan may be terminated as to a Class of a Portfolio by vote of a majority of the Disinterested Directors, or by vote of a majority of the outstanding shares of that Class. Any change in the Plan that would materially increase the distribution cost to a Class requires shareholder approval. The Directors will review, quarterly, a written report of such costs and the purposes for which such costs have been incurred. For so long as the Plan is in effect, selection and nomination of those Directors who are not interested persons of the Fund shall be committed to the discretion of such disinterested persons. All agreements with any person relating to the implementation of the Plan may be terminated at any time on 60 days’ written notice without payment of any penalty, by vote of a majority of the Disinterested Directors or by a vote of the majority of the outstanding shares of the applicable Class. The Plan will continue in effect for successive one-year periods, provided that each such continuance is specifically approved, at least annually, by the vote of the Board, including the Disinterested Directors, cast in person at a meeting called for that purpose. The Board of Directors has a duty to request and evaluate such information as may be reasonably necessary for them to make an informed determination of whether the Plan should be implemented or continued. In addition the Directors in approving the Plan as to the Fund, on behalf of a Portfolio, must determine that there is a reasonable likelihood that the Plan will benefit such Portfolio and its shareholders.

The Board of Directors believes that the Plan is in the best interests of the Portfolios since it encourages Portfolio growth and maintenance of Portfolio assets. As the Portfolios grow in size, certain expenses, and therefore total expenses per share, may be reduced and overall performance per share may be improved.

DFAS will enter into, from time to time, agreements with selected dealers pursuant to which such dealers will provide certain services in connection with the distribution and shareholder servicing of a Portfolio’s shares including, but not limited to, those discussed above.

Legal Counsel

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

Independent Registered Public Accounting Firm

ADVISORY FEES

Pursuant to a Fee Waiver and Expense Assumption Agreement (the “Fee Waiver Agreement”) for the Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II, the Advisor has contractually agreed to waive up to the full amount of a Portfolio’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor (the “Underlying Funds”). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of a Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis. The Fee Waiver Agreement for the Portfolios will remain in effect through February 28, 2013, and may not be terminated by the Advisor prior to that date.

PORTFOLIO MANAGERS


Retirement Equity Portfolio		Steven A. Clark, Karen E. Umland, Joseph H. Chi and Jed S. Fogdall

Retirement Fixed Income Portfolio I Retirement Fixed Income Portfolio II Retirement Fixed Income Portfolio III		Stephen A. Clark and David A. Plecha

Because the Portfolios have not commenced operations prior to the date of the SAI, the portfolio managers did not own any shares of the Portfolios.

Description of Compensation Structure

•

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

•

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

Other Managed Accounts


Name of Portfolio Manager		Number of Accounts Managed and Total Assets by Category As of October 31, 2010

Stephen A. Clark		• 92 U.S. registered mutual funds with $133,626 million in total assets under management. • 20 unregistered pooled investment vehicles with $25,316 million in total assets under management. Out of these unregistered pooled investment vehicles, one client with an investment of $220 million in an unregistered pooled investment vehicle pays a performance-based advisory fee. • 73 other accounts with $11,603 million in total assets under management, of which one account with $731 million in assets may be subject to a performance fee.

Karen E. Umland		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total assets under management. • 26 other accounts with $7,671 million in total assets under management, of which one account with $731 million in assets may be subject to a performance fee.

Joseph H. Chi		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total


		assets under management. • 26 other accounts with $7,671 million in total assets under management of which one account with $731 million in assets may be subject to a performance fee.

Jed S. Fogdall		• 37 U.S. registered mutual funds with $58,973 million in total assets under management. • 4 unregistered pooled investment vehicles with $1,303 million in total assets under management. • 26 other accounts with $7,671 million in total assets under management of which one account with $731 million in assets may be subject to a performance fee.

David A. Plecha		• 18 U.S. registered mutual funds with $23,044 million in total assets under management. • 9 unregistered pooled investment vehicles with $18,146 million in total assets under management. • 4 other accounts with $19 million in total assets under management.

Potential Conflicts of Interest

•

incentive to allocate securities preferentially to the Accounts where the Advisor might share in investment gains.

•

GENERAL INFORMATION

The Fund was incorporated under Maryland law on June 15, 1981. Until June 1983, DFAIDG was named DFA Small Company Fund Inc.

CODE OF ETHICS

SHAREHOLDER RIGHTS

PRINCIPAL HOLDERS OF SECURITIES

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

PURCHASE OF SHARES

The following information supplements the information set forth in the Prospectus under the caption “ PURCHASE OF SHARES .”

REDEMPTION AND TRANSFER OF SHARES

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

TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS

Unless otherwise indicated, the discussion below with respect to a Portfolio includes in the case a Portfolio invested in an Underlying Fund classified as a partnership, its pro rata share of the Underlying Fund’s income and assets and in the case of a Portfolio invested in an Underlying Fund classified as a corporation, its pro rata share of the dividends and distributions paid by such Underlying Fund.

Taxation of the Portfolio

Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Portfolio must satisfy the following requirements:

Distribution Requirement — the Portfolio must distribute at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Portfolio after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).

Income Requirement — the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).

Asset Diversification Test — the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolio’s tax year: (1) at least 50% of the value of the Portfolio’s assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Portfolio has not invested more than 5% of the value of the Portfolio’s total assets in securities of an issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Portfolio’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies)

or of two or more issuers which the Portfolio controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs.

engaging in a tax-free reorganization with another portfolio. Moreover, because of circumstances beyond the Portfolio’s control, there can be no assurance that the Portfolio will not experience, or has not already experienced, an ownership change.

any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (“post-October losses”), and

Distributions of Net Investment Income

The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. In the case of a a Portfolio that invests in an Underlying Fund classified as a partnership, the Portfolio’s income generally consists of its share of dividends and interest earned by the Underlying Fund. A Portfolio investing in an Underlying Fund classified as a corporation receives income generally in the form of dividends. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolio’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolio’s earnings and profits. In the case of a Portfolio whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to shareholders by a Portfolio may be qualified dividends eligible to be taxed at reduced rates.

Distributions of Capital Gains

The Portfolio may realize a capital gain or loss in connection with sales or other dispositions of its portfolio securities. A Portfolio investing in an Underlying Fund classified as a corporation may also derive capital gains through its redemption of shares of an Underlying Fund classified as a corporation (see “ Taxation of the Portfolio — Fund-of-funds corporate structures” above). Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net capital gain of the Portfolio generally will be distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate federal excise or income taxes on the Portfolio.

Returns of Capital

Investment in Foreign Securities

The amount of any foreign tax credits available to you (as a result of the pass-through to you of your pro rata share of foreign taxes paid by the Portfolio) will be reduced if you receive from the Portfolio qualifying dividends from qualifying foreign corporations that are subject to tax at reduced rates. Shareholders in these circumstances should talk with their personal tax advisors about their foreign tax credits and the procedures that they should follow to claim these credits on their personal income tax returns.

Information on the Amount and Tax Character of Distributions

percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Portfolio. Taxable distributions declared by the Portfolio in December to shareholders of record in such month, but paid in January, are taxable to you as if they were paid in December.

Sales, Exchanges and Redemptions of Portfolio Shares

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

U.S. Government Securities

Qualified Dividend Income for Individuals

period requirements to qualify Portfolio dividends for this treatment. Specifically, the Portfolio must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares for at least 61 days during the 121-day period beginning 60 days before the Portfolio distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolio’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.

Dividends-Received Deduction for Corporations

For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Specifically, the amount that the Portfolio may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Portfolio were debt-financed or held by the Portfolio for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Portfolio dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation. Income derived by the Portfolio from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.

Limitation on Deductibility of Losses

Tax Treatment of Portfolio Transactions

If a portfolio purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolio’s investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.

Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a portfolio are not immediately included in the income of the portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a portfolio is exercised and the portfolio sells or delivers the underlying stock, the portfolio generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the portfolio minus (b) the portfolio’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a portfolio pursuant to the exercise of a put option written by it, the portfolio generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a portfolio’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the portfolio is greater or less than the amount paid by the portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a portfolio expires unexercised, the portfolio generally will recognize short-term gain equal to the premium received.

Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a portfolio in a non-U.S. REIT may subject the portfolio, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The portfolio’s pro rata share of any such taxes will reduce the portfolio’s return on its investment. A portfolio’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “ Investment in Foreign Securities — PFIC securities .” Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in “ Taxation of the Portfolio — Foreign income tax .” Also, the portfolio in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .

Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “ Tax Treatment of Portfolio Transactions — Investment in taxable mortgage pools (excess inclusion income) ” and “ Non-U.S. Investors — Investment in U.S. real property ” with respect to certain other tax aspects of investing in U.S. REITs.

requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a portfolio will not allocate to shareholders excess inclusion income.

Investments in partnerships and qualified publicly traded partnerships (“QPTP”). For purposes of the Income Requirement, income derived by a portfolio from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the portfolio. For purposes of testing whether a portfolio satisfies the Asset Diversification Test, the portfolio generally is treated as owning a pro rata share of the underlying assets of a partnership. See “ Taxation of the Portfolio — Qualification as a regulated investment company .” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a portfolio from an interest in a QPTP will be treated as qualifying income but the portfolio may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a portfolio to fail to qualify as a regulated investment company.

Backup Withholding

By law, the Portfolio may be required to withhold a portion of your taxable dividends and sales proceeds unless you:

provide your correct social security or taxpayer identification number,

certify that this number is correct,

certify that you are not subject to backup withholding, and

certify that you are a U.S. person (including a U.S. resident alien).

Non-U.S. Investors

•

You are a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at any time during the one-year period ending on the date of the distribution.

•

credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Portfolio may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedent’s U.S. situs assets are below this threshold amount. In addition, a partial exemption from U.S estate tax may apply to Portfolio shares held by the estate of a nonresident decedent. The amount treated as exempt is based upon the proportion of the assets held by the Portfolio at the end of the quarter immediately preceding the decedent’s death that are debt obligations, deposits, or other property that generally would be treated as situated outside the United States if held directly by the estate. This provision applies to decedents dying after December 31, 2004 and before January 1, 2012, unless such provision is extended or made permanent.

Effect of Future Legislation; Local Tax Considerations

PROXY VOTING POLICIES

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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


Recipient	Portfolios	Business Purpose	Frequency
BNY Mellon Investment Servicing (US) Inc.	All Portfolios	Fund Administrator, Accounting Agent and Transfer Agent	Daily
Citibank, N.A.	Retirement Fixed Income Portfolio III	Fund Custodian	Daily
Citibank N.A.	All Portfolios	Middle Office Operational Support Service Provider to the Advisor	Daily
BNY Mellon Investment Servicing Trust Company	Retirement Equity Portfolio, Retirement Fixed Income Portfolio I and Retirement Fixed Income Portfolio II	Fund Custodian	Daily
PricewaterhouseCoopers LLP	All Portfolios	Independent registered public accounting firm	Upon request

The Policy includes the following procedures to ensure that disclosure of Holdings Information is in the best interests of shareholders, and to address any conflicts between the interests of shareholders, on the one hand, and the interests of the Advisor, DFAS or any affiliated person of the Funds, the Trust, the Advisor or DFAS, on the other. In order to protect the interests of shareholders, the Portfolios and Underlying Funds, and to ensure no adverse effect on shareholders, in the limited circumstances where a Designated Person is considering making non-public Holdings Information available to a Recipient, the Advisor’s Director of Institutional Services and the Chief Compliance Officer will consider any conflicts of interest. If the Chief Compliance Officer, following appropriate due diligence, determines in his or her reasonable judgment that (1) the Portfolio or Underlying Fund, as applicable, has a legitimate business purpose for providing the non-public Holdings Information to a Recipient, and (2) disclosure of non-public Holdings Information to the Recipient would be in the interests of the shareholders and outweighs possible reasonably anticipated adverse effects, then the Chief Compliance Officer may approve the proposed disclosure.

Information or other investment positions. “Consideration” includes any agreement to maintain assets in the Portfolio or Underlying Fund or in other investment companies or accounts managed by the Advisor or by any affiliated person of the Advisor.

FINANCIAL STATEMENTS

Because the Portfolios had not commenced operations as of October 31, 2010, the annual reports of the Fund for the fiscal year ended October 31, 2010 do not contain any data regarding the Portfolios.

PERFORMANCE DATA

APPENDIX

Concise Summary of 2011 U.S. Proxy Voting Guidelines

Effective for Meetings on or after January 3, 2011

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:

Board Accountability

Board Responsiveness

Director Independence

Director Competence

A-1

1.	Board Accountability

VOTE WITHHOLD/AGAINST ¹ the entire board of directors (except new nominees ² , who should be considered CASE-BY-CASE), for the following:

Problematic Takeover Defenses:

1.1.

1.2.

•

A classified board structure;

•

A supermajority vote requirement;

•

Majority vote standard for director elections with no carve out for contested elections;

•

The inability for shareholders to call special meetings;

•

The inability for shareholders to act by written consent;

•

A dual-class structure; and/or

•

A non-shareholder approved poison pill.

1.3.

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

1.4.

A-2

policy applies to all companies adopting or renewing pills after the announcement of this policy (Nov 19, 2009);

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 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.

Vote CASE-BY-CASE on members of the Audit Committee and/or the full board if:

1.10.

Problematic Compensation Practices

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

1.11.

There is a negative correlation between chief executive pay and company performance (see Pay for Performance Policy);

1.12.

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

1.13.

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

1.14.

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

1.15.

The company has problematic pay practices. Problematic pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

Governance Failures

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

A-3

1.16.

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

1.17.

Failure to replace management as appropriate; or

1.18.

2.	Board Responsiveness

Vote WITHHOLD/AGAINST 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 approval by a majority of the shares outstanding the previous year; or

2.2.

The board failed to act on a shareholder proposal that received approval of the 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 the shareholders tendered their shares; or

2.4.

3.	Director Independence

Vote WITHHOLD/AGAINST 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 is less than majority independent.

4.	Director Competence

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

4.1.

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(s) absences are generally limited to the following:

•

Medical issues/illness;

•

Family emergencies; and

•

If the director’s total service was three meetings or fewer and the director missed only one meeting.

A-4

Vote AGAINST or WITHHOLD from individual directors who:

4.3.

Sit on more than six public company boards ³ ; 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);

•

Stock ownership positions.

Independent Chair (Separate Chair/CEO)

Generally vote FOR shareholder proposals requiring that the chairman’s position be filled by an independent director, unless the company satisfies all of the following criteria:

The company maintains the following counterbalancing governance structure:

•

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

•

serves as liaison between the chairman and the independent directors;

•

approves information sent to the board;

•

approves meeting agendas for the board;

•

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

•

has the authority to call meetings of the independent directors;

³	Dimensional will 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.

A-5

•

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

•

Two-thirds independent board;

•

All independent key committees;

•

Established governance guidelines;

•

The company does not have any problematic governance or management issues, examples of which include, but are not limited to:

•

Egregious compensation practices;

•

Multiple related-party transactions or other issues putting director independence at risk;

•

Corporate and/or management scandals;

•

Excessive problematic corporate governance provisions; or

•

Flagrant actions by management or the board with potential or realized negative impacts on shareholders.

Shareholder Rights & Defenses ^*

Net Operating Loss (NOL) Protective Amendments

•

The value of the NOLs;

•

Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL);

•

Any other factors that may be applicable.

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:

A-6

•

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

•

A term of no more than three years;

•

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

•

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

•

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);

•

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:

•

An unfettered ⁴ 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.

⁴

A-7

Shareholder Ability to Call Special Meetings

Vote AGAINST management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.

Generally vote FOR management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:

•

Shareholders’ current right to call special meetings;

•

Minimum ownership threshold necessary to call special meetings (10% preferred);

•

The inclusion of exclusionary or prohibitive language;

•

Investor ownership structure; and

•

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

CAPITAL/RESTRUCTURING ^*

Common Stock Authorization

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.

•

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

•

Preferred Stock Authorization

•

Past Board Performance:

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

A-8

•

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;

•

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

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:

•

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

•

COMPENSATION ^*

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

A-9

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:

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

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

Evaluate executive pay and practices, as well as certain aspects of outside director compensation CASE-BY-CASE.

•

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

•

The company maintains problematic pay practices;

•

The board exhibits poor communication and responsiveness to shareholders.

Voting Alternatives

A-10

directors). If the negative factors involve equity-based compensation, then vote AGAINST an equity-based plan proposal presented for shareholder approval.

Additional CASE-BY-CASE considerations for the management say on pay (MSOP) proposals:

•

Primary Evaluation Factors for Executive Pay

Pay for Performance

Focus on companies with sustained underperformance relative to peers, considering the following key factors:

•

A-11

Problematic Pay Practices

If the company maintains problematic pay practices, generally vote:

•

AGAINST management “say on pay” (MSOP) proposals;

•

AGAINST/WITHHOLD on compensation committee members (or in rare cases where the full board is deemed responsible, all directors including the CEO):

•

In egregious situations;

•

When no MSOP item is on the ballot; or

•

When the board has failed to respond to concerns raised in prior MSOP evaluations; and/or

•

AGAINST an equity incentive plan proposal if excessive non-performance-based equity awards are the major contributors to a pay-for-performance misalignment.

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

•

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

Assess company policies and disclosure related to compensation that could incentivize excessive risk-taking, for example:

•

Multi-year guaranteed bonuses;

A-12

•

A single 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

•

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:

•

Poor disclosure practices, including:

•

Unclear explanation of how the CEO is involved in the pay setting process;

•

Retrospective performance targets and methodology not discussed;

•

Methodology for benchmarking practices and/or peer group not disclosed and explained.

•

Board’s responsiveness to investor input and engagement on compensation issues, for example:

•

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

•

Failure to respond to concerns raised in connection with significant opposition to MSOP proposals.

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

A-13

•

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 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;

•

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;

•

The plan expressly permits the repricing of stock options/stock appreciate rights (SARs) without prior shareholder approval;

•

The plan is a vehicle for problematic pay practices.

Shareholder Proposals on Compensation

Golden Coffins/Executive Death Benefits

A-14

Hold Equity Past Retirement or for a Significant Period of Time

•

while employed and/or for two years following the termination of their employment ; or

•

The following factors will be taken into account:

•

Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of:

•

Rigorous stock ownership guidelines;

•

A holding period requirement coupled with a significant long-term ownership requirement; or

•

A meaningful retention ratio;

•

Post-termination holding requirement policies or any policies aimed at mitigating risk taking by senior executives;

•

Problematic pay practices, current and past, which may promote a short-term versus a long-term focus.

•

Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of:

•

Rigorous stock ownership guidelines, or

•

A holding period requirement coupled with a significant long-term ownership requirement, or

•

A meaningful retention ratio,

A-15

•

Problematic pay practices, current and past, which may promote a short-term versus a long-term focus.

Social/Environmental Issues

Overall Approach

A-16

2011 International Proxy Voting Guidelines Summary

Effective for Meetings on or after January 3, 2011

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).

A-17

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.

Amendments to Articles of Association

Vote amendments to the articles of association on a CASE-BY-CASE basis.

Change in Company Fiscal Term

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

Lower Disclosure Threshold for Stock Ownership

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

Amend Quorum Requirements

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

Transact Other Business

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

2. Board of Directors

Director Elections

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

•

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).

A-18

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 or WITHHOLD from directors individually, on a committee, or the entire board, due to:

•

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

•

Failure to replace management as appropriate; or

•

[Please see the ISS International Classification of Directors .]

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

A-19

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 with the dissident, either currently or historically;

•

Government representative;

•

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]

[2]

[3]

[4]

[5]

A-20

Contested Director Elections ^*

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.

Discharge of Directors

•

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

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.

Board Structure

Vote FOR proposals to fix board size.

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

A-21

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 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

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

A-22

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

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

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

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

Debt Issuance Requests

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

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

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

Pledging of Assets for Debt

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

Increase in Borrowing Powers

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

Share Repurchase Plans

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 UK/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 5 years, or such lower threshold as may be set by applicable law, regulation or code of governance best practice.

•

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.

•

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.

A-23

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. 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:

•

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

•

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.

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

A-24

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.

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.

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

A-25

DFA INVESTMENT DIMENSIONS GROUP INC. (127/128)

PART C

OTHER INFORMATION

ITEM 28. EXHIBITS.

(a)

Articles of Incorporation.

(1)

Articles of Amendment and Restatement filed with the Maryland State Secretary of State on July 9, 2009 re: the revision of Articles One through Nine of its Charter


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 115/116 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 14, 2009.

(2)

Articles Supplementary filed with the Maryland Secretary of State on September 22, 2009 re: the allocation and classification of shares.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.2.

(3)

Certificate of Correction filed with the Maryland Secretary of State on May 4, 2010.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.3.

(4)

Articles Supplementary filed with the Maryland Secretary of State on July 14, 2010 re: the allocation and classification of shares.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.4.

(5)

Articles of Amendment filed with the Maryland Secretary of State on October 12, 2010 re: the allocation and classification of shares.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.5.

(6)

Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.6.

(7)

Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.7.

(8)

Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.8.

(9)

Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.9.

(10)

Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.a.10.

(b)

By-Laws.

Amended and Restated By-Laws of the Registrant


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(c)

Instruments Defining the Rights of Security holders.

(1)

See Articles Fifth of the Registrant’s Articles of Amendment and Restatement dated July 9, 2009.

(2)

See Article II of the Registrant’s Amended and Restated By-Laws.

(d)

Investment Advisory Agreement.

(1)

Investment Management Agreements.

(a)

Form of Investment Advisory Agreement between the Registrant and Dimensional Fund Advisors Inc. (“DFA”) dated May 13, 1987, amended and restated February 28, 2010 re: the:

DFA Short-Term Government Portfolio (formerly the DFA Five-Year Government Portfolio)


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 124/125 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 30, 2010.

(b)

Investment Advisory Agreement between the Registrant and DFA dated April 26, 1994, amended October 18, 1996 re: the:

VA Global Bond Portfolio (formerly the DFA Global Fixed Income Portfolio and the DFA Global Bond Portfolio)


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 48/49 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 20, 1998.

(c)

Investment Advisory Agreement between the Registrant and DFA dated September 24, 1990 re: the:

DFA Intermediate Government Fixed Income Portfolio (formerly the DFA Intermediate Government Bond Portfolio)


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 48/49 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 20, 1998.

(d)

Investment Advisory Agreement between the Registrant and DFA dated April 2, 1991 re: the:

Large Cap International Portfolio


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

(e)

Investment Advisory Agreement between the Registrant and DFA dated September 21, 1992, amended December 20, 1996

DFA Real Estate Securities Portfolio


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

(f)

Investment Advisory Agreement between the Registrant and DFA dated December 20, 1994 re: the:

DFA International Small Cap Value Portfolio


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

(g)

Investment Advisory Agreement between the Registrant and DFA dated September 8, 1995 re: the:

VA U.S. Large Value Portfolio (formerly known as the VA Large Value Portfolio and DFA Global Value Portfolio)


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

(h)

Investment Advisory Agreement between the Registrant and DFA dated September 8, 1995 re: the:

VA U.S. Targeted Value Portfolio (formerly known as the VA Small Value Portfolio)


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

(i)

Investment Advisory Agreement between the Registrant and DFA dated September 8, 1995 re: the:

VA International Value Portfolio


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

(j)

Investment Advisory Agreement between the Registrant and DFA dated September 8, 1995 re: the:

VA International Small Portfolio


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

(k)

Investment Advisory Agreement between the Registrant and DFA dated September 8, 1995 re: the:

VA Short-Term Fixed Portfolio


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

(l)

Form of Investment Advisory Agreement between the Registrant and DFA dated August 8, 1996 re: the:

International Small Company Portfolio


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

(m)

Investment Advisory Agreement between the Registrant and DFA dated December 7, 1998 re: the:

Tax-Managed U.S. Small Cap Value Portfolio (formerly Tax-Managed U.S. 5-10 Value Portfolio);

Tax-Managed U.S. Small Cap Portfolio (formerly Tax-Managed U.S. 6-10 Small Company Portfolio); and

Tax-Managed DFA International Value Portfolio


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

(1)

Addendum Number One re: the reflection of the following name changes:

Tax-Managed U.S. 5-10 Value Portfolio to the Tax-Managed U.S. Small Cap Value Portfolio

Tax-Managed U.S. 6-10 Small Company Portfolio to the Tax-Managed U.S. Small Cap Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 70/71 to Registrant’s Registration Statement on Form N-1A.


File Nos.:		2-73948 and 811-3258.
Filing Date:		March 29, 2004.

(2)

Addendum Number Two re: the reflection of the following name changes:

Tax-Managed U.S. Small Cap Value Portfolio to the Tax-Managed U.S. Targeted Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 88/89 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2007.

(n)

Investment Advisory Agreement between the Registrant and DFA dated July 30, 2002 re: the:

DFA Short-Term Municipal Bond Portfolio


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

(o)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Emerging Markets Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 73/74 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 14, 2005.

(p)

Investment Advisory Agreement between the Registrant and DFA dated September 13, 2005 re: the:

U.S. Core Equity 1 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(q)

Investment Advisory Agreement between the Registrant and DFA dated September 13, 2005 re: the:

U.S. Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(r)

Investment Advisory Agreement between the Registrant and DFA dated September 13, 2005 re: the:

International Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(s)

Investment Advisory Agreement between the Registrant and DFA dated September 13, 2005 re: the:

U.S. Vector Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(t)

Investment Advisory Agreement between the Registrant and DFA dated August 7, 2006 re: the:

Emerging Markets Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 82/83 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 4, 2006.

(u)

Investment Advisory Agreement between the Registrant and DFA dated September 12, 2006 re: the:

DFA Inflation-Protected Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 83/84 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 12, 2006.

(v)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA International Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 85/86 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 5, 2006.

(w)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA California Short-Term Municipal Bond Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 86/87 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 12, 2007.

(x)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

T.A. U.S. Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 86/87 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 12, 2007.

(y)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Targeted Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 88/89 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2007.

(z)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Social Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 89/90 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		April 24, 2007.

(aa)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

CSTG&E U.S. Social Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 90/91 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 8, 2007.

(bb)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

CSTG&E International Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 90/91 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 8, 2007.

(cc)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Sustainability Core 1 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 99/100 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 10, 2008.

(dd)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

International Sustainability Core 1 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 99/100 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 10, 2008.

(ee)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Selectively Hedged Global Fixed Income Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 96/97 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		October 17, 2007.

(ff)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

T.A. World ex U.S. Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 97/98 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 13, 2007.

(gg)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Global Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 100/101 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 8, 2008.

(hh)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA International Value Ex Tobacco Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 105/106 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		April 9, 2008.

(ii)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

International Vector Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 107/108 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 9, 2008.

(jj)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Micro Cap Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(kk)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Small Cap Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ll)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Enhanced U.S. Large Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(mm)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Small Cap Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(nn)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Short-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(oo)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Intermediate-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(pp)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA VA Global Moderate Allocation Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(qq)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Asia Pacific Small Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(rr)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Continental Small Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ss)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Emerging Markets Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(tt)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Emerging Markets Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(uu)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Japanese Small Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(vv)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

LWAS/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ww)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Tax-Managed U.S. Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(xx)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Tax-Managed U.S. Marketwide Value Portoflio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(yy)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Large Cap Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(zz)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

U.S. Large Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(aaa)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

United Kingdom Small Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(bbb)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Emerging Markets Small Cap Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ccc)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

World ex U.S. Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 118/119 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 1, 2010.

(ddd)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Commodity Strategy Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 120/121 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 16, 2010.

(eee)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA California Intermediate-Term Municipal Bond Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 123/124 to Registrant’s Registration Statement on Form N-1A.


File Nos.:		2-73948 and 811-3258.
Filing Date:		December 15, 2010.

(fff)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

DFA Investment Grade Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 123/124 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 15, 2010.

(ggg)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Dimensional Retirement Equity Fund II

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.d.1.ggg

(hhh)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Dimensional Retirement Fixed Income Fund I

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.d.1.hhh

(iii)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Dimensional Retirement Fixed Income Fund II

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.d.1.iii

(jjj)

Form of Investment Advisory Agreement between the Registrant and DFA re: the:

Dimensional Retirement Fixed Income Fund III

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.d.1.jjj

(2)

Sub-advisory Agreements.

(a)

Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. (formerly DFA Australia Pty Limited) dated September 21, 1995 re: the:

VA International Small Portfolio.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 37/38 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		November 22, 1995.

(1)

Amendment No. 1 to Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. (formerly DFA Australia Pty Limited) dated July 18, 1997


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 78/79 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2006.

(b)

Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. dated September 21, 1995 re: the:

VA International Small Portfolio.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 37/38 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		November 22, 1995.

(c)

Form of Consultant Services Agreement between DFA and DFA Australia Ltd.

(formerly DFA Australia Pty Limited)


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 55/56 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 1999.

(d)

Form of Consultant Services Agreement between DFA and Dimensional Fund Advisors Ltd.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 55/56 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 1999.

(e)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

International Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(f)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

International Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(g)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. dated August 7, 2006 re: the:

Emerging Markets Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 82/83 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 4, 2006.

(h)

Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. dated August 7, 2006 re: the:

Emerging Markets Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 82/83 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 4, 2006.

(i)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

DFA International Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 85/86 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 5, 2006.

(j)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

DFA International Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 85/86 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 5, 2006.

(k)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

CSTG&E International Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 90/91 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 8, 2007.

(l)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

CSTG&E International Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 90/91 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 8, 2007.

(m)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

International Sustainability Core 1 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 96/97 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		October 17, 2007.

(n)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

International Sustainability Core 1 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 96/97 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		October 17, 2007.

(o)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

DFA Selectively Hedged Global Fixed Income Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 96/97 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		October 17, 2007.

(p)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

DFA Selectively Hedged Global Fixed Income Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 96/97 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		October 17, 2007.

(q)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

T.A. World ex U.S. Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 101/102 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 26, 2008.

(r)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

T.A. World ex U.S. Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 101/102 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 26, 2008.

(s)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

DFA International Value ex Tobacco Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 108/109 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 23, 2008.

(t)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

DFA International Value ex Tobacco Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 108/109 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 23, 2008.

(u)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

International Vector Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 109/110 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		July 23, 2008.

(v)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

International Vector Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 109/110 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		July 23, 2008.

(w)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:

DFA Global Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(x)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Ltd. re: the:

DFA Global Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(y)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

DFA Short-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(z)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

DFA Short-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(aa)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

DFA Intermediate-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(bb)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

DFA Intermediate-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(cc)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

DFA International Small Cap Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(dd)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

DFA International Small Cap Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ee)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

Large Cap International Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ff)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

Large Cap International Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(gg)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

Tax-Managed DFA International Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(hh)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

Tax-Managed DFA International Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(ii)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

Emerging Markets Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(jj)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

Emerging Markets Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(kk)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

World ex U.S. Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 118/119 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 1, 2010.

(ll)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

World ex U.S. Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 118/119 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 1, 2010.

(mm)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

DFA Commodity Strategy Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 120/121 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 16, 2010.

(nn)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

DFA Commodity Strategy Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 120/121 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 16, 2010.

(oo)

Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors, Ltd. re: the:

DFA Investment Grade Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 123/124 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 15, 2010.

(pp)

Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia, Ltd. re: the:

DFA Investment Grade Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 123/124 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 15, 2010.

(e)

Underwriting Contracts.

(1)

Form of Amended and Restated Distribution Agreement between the Registrant and DFA Securities LLC.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.e.1

(f)

Bonus or Profit Sharing Plans.

Not Applicable.

(g)

Custodian Agreements.

(1)

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

Enhanced U.S. Large Company Portfolio;

DFA Two-Year Corporate Fixed Income Portfolio; and

DFA Two-Year Government Portfolio


Incorporated herein by reference to:
Filing:		Post-Effective Amendment No. 48/49 to Registration Statement of the Registrant on form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 20, 1998.

(2)

Custodian Agreement between the Registrant and PNC Bank, N.A. (formerly Provident National Bank) re: the:

U.S. 9-10 Small Company Portfolio;

U.S. Large Company Portfolio;

DFA One-Year Fixed Income Portfolio;

DFA Intermediate Government Fixed Income Portfolio (formerly known as the DFA Intermediate Government Bond Portfolio; and

DFA Five-Year Government Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(a)

Addendum Number One re: the addition of:

Tax-Managed U.S. 5-10 Portfolio

Tax-Managed U.S. 6-10 Small Company Portfolio

Tax-Managed International Value Portfolio

Tax-Managed U.S. Marketwide Value Portfolio


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

(b)

Addendum Number Two re: the addition of:

Tax-Managed U.S. Marketwide Value Portfolio X;

Tax-Managed U.S. 5-10 Value Portfolio X;

Tax-Managed U.S. 6-10 Small Company Portfolio X; and

Tax-Managed DFA International Value Portfolio X


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

(c)

Addendum Number Three re: the addition of:

LD U.S. Large Company Portfolio;

HD U.S. Large Company Portfolio;

LD U.S. Marketwide Value Portfolio; and

HD U.S. Marketwide Value Portfolio


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

(d)

Addendum Number Four re: the reflection of the following name change:

RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 59/60 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 26, 2001.

(e)

Addendum Number Five re: the reflection of the following name changes:

U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio

U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio

U.S. 4-10 Value Portfolio to U.S. Small XM Value Portfolio

U.S. 6-10 Value Portfolio to U.S. Small Cap Value Portfolio

Tax-Managed U.S. 6-10 Small Company Portfolio to Tax-Managed U.S. Small Cap Portfolio

Tax-Managed U.S. 5-10 Value Portfolio to Tax-Managed U.S. Small Cap Value Portfolio


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

(f)

Addendum Number Six re: the addition of the:

Tax-Managed U.S. Marketwide Portfolio; and the reflection of the following name changes:

LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio

HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio


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

(g)

Addendum Number Seven re: the reflection of the following name change:

Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity Portfolio


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

(h)

Addendum Number Eight re: the addition of the:

DFA Short-Term Municipal Bond Portfolio


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

(i)

Form of Addendum Number Nine re: the addition of the:

Emerging Markets Core Equity Portfolio


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

(j)

Addendum Number Ten re: the addition of the:

U.S. Core Equity 1 Portfolio;

U.S. Core Equity 2 Portfolio;

U.S. Vector Equity Portfolio;

International Core Equity Portfolio; and the reflection of the following name changes:

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


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(3)

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


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 125/126 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 28, 2011.

(h)

Other Material Contracts.

(1)

Transfer Agency Agreement.

Transfer Agency Agreement between the Registrant and PFPC Inc. (formerly Provident Financial Processing Corporation) dated June 19, 1989.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 48/49 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 20, 1998.

(a)

Addendum Number One


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

(b)

Addendum Number Two re: the addition of:

Tax-Managed U.S. Marketwide Value Portfolio X;

Tax-Managed U.S. 5-10 Value Portfolio X;

Tax-Managed U.S. 6-10 Small Company Portfolio X; and

Tax-Managed DFA International Value Portfolio X


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

(c)

Addendum Number Three re: the addition of:

LD U.S. Large Company Portfolio;

HD U.S. Large Company Portfolio;

LD U.S. Marketwide Value Portfolio; and

HD U.S. Marketwide Value Portfolio


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

(d)

Addendum Number Four re: the reflection of the following name change:

RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 59/60 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 26, 2001.

(e)

Addendum Number Five re: the reflection of the following name changes:

U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio

U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio

U.S. 4-10 Value Portfolio to U.S. Small XM Value Portfolio

U.S. 6-10 Value Portfolio to U.S. Small Cap Value Portfolio

Tax-Managed U.S. 6-10 Small Company Portfolio to Tax-Managed U.S. Small Cap Portfolio

Tax-Managed U.S. 5-10 Value Portfolio to Tax-Managed U.S. Small Cap Value Portfolio


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

(f)

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


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

(g)

Addendum Number Seven re: the addition of the:

Tax-Managed U.S. Marketwide Portfolio and the reflection of the following name changes:

LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio

HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio


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

(h)

Addendum Number Eight re: the reflection of the following name change:

Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity Portfolio


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

(i)

Addendum Number Nine re: the addition of the:

DFA Short-Term Municipal Bond Portfolio


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

(j)

Form of Addendum Number Ten re: the addition of the:

Emerging Markets Core Equity Portfolio


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

(k)

Addendum Number Eleven re: the addition of the:

U.S. Core Equity 1 Portfolio;

U.S. Core Equity 2 Portfolio;

U.S. Vector Equity Portfolio;

International Core Equity Portfolio; and the reflection of the following name changes:

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


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(l)

Form of Addendum Number Fourteen re: the addition of the:

Emerging Markets Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 82/83 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 4, 2006.

(2)

Administration and Accounting Agreement

Administration and Accounting Services Agreement between the Registrant and Provident Financial Processing Corporation (“PFPC”) dated June 19, 1989.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 48/49 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 20, 1998.

(a)

Addendum Number One


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

(b)

Addendum Number Two re: the addition of:

Tax-Managed U.S. Marketwide Value Portfolio X;

Tax-Managed U.S. 5-10 Value Portfolio X;

Tax-Managed U.S. 6-10 Small Company Portfolio X; and

Tax-Managed DFA International Value Portfolio X


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

(c)

Addendum Number Three re: the addition of:

LD U.S. Large Company Portfolio;

HD U.S. Large Company Portfolio;

LD U.S. Marketwide Value Portfolio; and

HD U.S. Marketwide Value Portfolio


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

(d)

Addendum Number Four re: the reflection of the following name change:

RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 59/60 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 26, 2001.

(e)

Addendum Number Five re: the reflection of the following name changes:

U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio

U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio

U.S. 4-10 Value Portfolio to U.S. Small XM Value Portfolio

U.S. 6-10 Value Portfolio to U.S. Small Cap Value Portfolio

Tax-Managed U.S. 6-10 Small Company Portfolio to Tax-Managed U.S. Small Cap Portfolio

Tax-Managed U.S. 5-10 Value Portfolio to Tax-Managed U.S. Small Cap Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 70/71 to Registrant’s Registration Statement on Form N-1A.


File Nos.:		2-73948 and 811-3258.
Filing Date:		March 29, 2004.

(f)

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


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

(g)

Addendum Number Seven re: the addition of the:

Tax-Managed U.S. Marketwide Portfolio

and the reflection of the following name changes:

LD U.S. Large Company Portfolio to LD U.S. Marketwide Portfolio

HD U.S. Large Company Portfolio to HD U.S. Marketwide Portfolio


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

(h)

Addendum Number Eight re: the reflection of the following name change:

Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity Portfolio


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

(i)

Addendum Number Nine re: the addition of the:

DFA Short-Term Municipal Bond Portfolio


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

(j)

Form of Addendum Number Ten re: the addition of the:

Emerging Markets Core Equity Portfolio


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

(k)

Addendum Number Eleven re: the addition of the:

U.S. Core Equity 1 Portfolio;

U.S. Core Equity 2 Portfolio;

U.S. Vector Equity Portfolio;

International Core Equity Portfolio;

and the reflection of the following name changes:

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


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 77/78 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		September 13, 2005.

(l)

Form of Addendum Number Seventeen re: the addition of the:

Emerging Markets Social Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 82/83 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 4, 2006.

(3)

Administration Agreements.

Administration Agreements between the Registrant and DFA.

(a)

Dated January 6, 1993 re: the

DFA One-Year Fixed Income Portfolio (formerly The DFA Fixed Income Shares)


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

(b)

Dated August 8, 1996 re: the:

Japanese Small Company Portfolio


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

(c)

Dated August 8, 1996 re: the

United Kingdom Small Company Portfolio


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

(d)

Dated August 8, 1996 re: the

Continental Small Company Portfolio


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

(e)

Form of Amended and Restated Administration Agreement dated March 30, 2006 re: the:

U.S. Large Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 78/79 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2006.

(f)

Dated August 8, 1996 re: the

Asia Pacific Rim Small Company Portfolio


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

(1)

Addendum Number One re: the reflection of the following name change:

Pacific Rim Small Company Portfolio to Asia Pacific Small Company Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 78/79 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2006.

(g)

Dated January 6, 1993 re: the

U.S. Small Cap Portfolio


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

(1)

Addendum Number One re: the reflection of the following name change:

U.S. 6-10 Small Company Portfolio to U.S. Small Cap Portfolio


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

(h)

Dated January 6, 1993 re: the:

U.S. Large Cap Value Portfolio (formerly the U.S. Large Cap High Book-to-Market Portfolio)


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

(i)

Dated January 6, 1993 re: the:

U.S. Small Cap Value Portfolio


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

(1)

Addendum Number One re: the reflection of the following name change:

U.S. 6-10 Value Portfolio (formerly the U.S. Small Cap High Book to Market Portfolio) to U.S. Small Cap Value Portfolio


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

(j)

Dated February 8, 1996 re: the

RWB/DFA International High Book to Market Portfolio (formerly DFA International High Book to Market Portfolio; formerly the Reinhardt Werba Bowen International Large Stock Portfolio)


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

(1)

Addendum Number One re: the reflection of the following name change:

RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 59/60 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 26, 2001.

(k)

Dated March 30, 1994 re:

Emerging Markets Portfolios


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

(l)

Dated February 8, 1996 re: the:

Enhanced U.S. Large Company Portfolio


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

(m)

Dated February 8, 1996 re: the

DFA Two-Year Global Fixed Income Portfolio


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

(n)

Dated August 8, 1996 re: the:

International Small Company Portfolio


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

(o)

Dated December 19, 1996 re: the:

Emerging Markets Small Cap Portfolio


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

(p)

Dated November 30, 1997 re: the:

U.S. Micro Cap Portfolio


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

(1)

Form of Addendum Number One re: the reflection of the following name change:

U.S. 9-10 Small Company Portfolio to U.S. Micro Cap Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 60/61 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 23, 2001.

(q)

Form of Amended and Restated dated October 5, 1999 re: the:

U.S. Targeted Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 88/89 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		March 30, 2007.

(r)

Dated November 30, 1997 re: the:

Emerging Markets Value Portfolio


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

(s)

Dated December 8, 1998 re: the:

Tax-Managed U.S. Marketwide Value Portfolio


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

(t)

Form of Dated August 1, 2001 re: the:

Tax-Managed U.S. Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 61/62 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		May 18, 2001.

(1)

Addendum Number One re: the reflection of the following name change:

Tax-Managed U.S. Marketwide Portfolio to Tax-Managed U.S. Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 66/67 to the Registrant’s Registration Statement on Form N-1A.


File Nos.:		2-73948 and 811-3258.
Filing Date:		July 30, 2002.

(4)

Other.

(a)

Form of Marketing Agreement dated June 29, 1994 between DFA and National Home Life Assurance Company.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 33/34 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 19, 1995.

(b)

Participation Agreement between DFA Investment Dimensions Group, Inc., DFA, DFA Securities, Inc. and National Home Life Assurance Company.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 33/34 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 19, 1995.

(c)

Form of Client Service Agent Agreement re: the:

RWB/DFA International High Book to Market Portfolio (formerly the DFA International High Book to Market Portfolio and Reinhardt Werba Bowen International Large Stock Portfolio).


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 37/38 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		November 22, 1995.

(1)

Addendum Number One re: the reflection of the following name change:

RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 59/60 to the Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		January 26, 2001.

(d)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

DFA California Short-Term Municipal Bond Portfolio

TA U.S. Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(e)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

Emerging Markets Core Equity Portfolio

U.S. Core Equity 1 Portfolio

U.S. Core Equity 2 Portfolio

U.S. Vector Equity Portfolio

International Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(f)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

U.S. Large Company Portfolio

U.S. Targeted Value Portfolio

International Small Company Portfolio

Japanese Small Company Portfolio

United Kingdom Small Company Portfolio

Continental Small Company Portfolio

Asia Pacific Small Company Portfolio (formerly, Pacific Rim Small Company Portfolio)

Tax-Managed U.S. Equity Portfolio

DFA Short-Term Municipal Bond Portfolio

DFA Inflation-Protected Securities Portfolio

Emerging Markets Social Core Equity Portfolio

DFA International Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(g)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

U.S. Social Core Equity 2 Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(h)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

DFA International Value ex Tobacco Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(i)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

International Vector Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(j)

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

DFA Short-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 117/118 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 25, 2010.

(k)

Form of Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

DFA Intermediate-Term Extended Quality Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 112/113 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		November 26, 2008.

(l)

Form of Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

DFA VA Global Moderate Allocation Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 113/114 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 23, 2008.

(m)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

Enhanced U.S. Large Company Portfolio

U.S. Large Cap Value Portfolio

U.S. Small Cap Value Portfolio

DFA International Value Portfolio

Emerging Markets Portfolio

Emerging Markets Value Portfolio

DFA One-Year Fixed Income Portfolio

DFA Two-Year Global Fixed Income Portfolio

DFA Real Estate Securities Portfolio

Large Cap International Portfolio

DFA Five-Year Government Portfolio

DFA Five-Year Global Fixed Income Portfolio

DFA Intermediate Government Fixed Income Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(n)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

U.S. Sustainability Core 1 Portfolio

International Sustainability Core 1 Portfolio

DFA Selectively Hedged Global Fixed Income Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(o)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

TA World ex U.S. Core Equity Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(p)

Form of Amended and Restated Fee Waiver and Expense Assumption Agreement dated December 18, 2008 between the Registrant and DFA re:

DFA Global Real Estate Securities Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 114/115 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 27, 2009.

(q)

Form of Fee Waiver Agreement between the Registrant and DFA re:

World ex U.S. Value Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 118/119 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		June 1, 2010.

(r)

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

DFA Commodity Strategy Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 120/121 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		August 16, 2010.

(s)

Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re:

DFA California Intermediate-Term Municipal Bond Portfolio

DFA Investment Grade Portfolio


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 123/124 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 15, 2010.

(t)

Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re:

DFA California Short-Term Municipal Bond Portfolio

DFA Intermediate-Term Extended Quality Portfolio

DFA Inflation-Protected Securities Portfolio

DFA International Real Estate Securities Portfolio

DFA Long-Term Real Return Fixed Income Portfolio

DFA Selectively Hedged Global Fixed Income Portfolio

DFA Short-Term Extended Quality Portfolio

Emerging Markets Core Equity Portfolio

Emerging Markets Social Core Equity Portfolio

International Core Equity Portfolio

International Sustainability Core 1 Portfolio

International Vector Equity Portfolio

T.A. U.S. Core Equity 2 Portfolio

U.S. Core Equity 1 Portfolio

U.S. Core Equity 2 Portfolio

U.S. Sustainability Core 1 Portfolio

U.S. Vector Equity Portfolio

DFA Global Real Estate Securities Portfolio

DFA International Value ex Tobacco Portfolio

DFA Investment Grade Portfolio

T.A. World ex U.S. Core Equity Portfolio

International Small Company Portfolio

Japanese Small Company Portfolio

United Kingdom Small Company Portfolio

Continental Small Company Portfolio

Asia Pacific Small Company Portfolio

Tax-Managed U.S. Equity Portfolio

U.S. Targeted Value Portfolio

DFA Commodity Strategy Portfolio

World ex U.S. Value Portfolio

DFA California Intermediate-Term Municipal Bond Portfolio

DFA Short-Term Government Portfolio (formerly the DFA Five-Year Government Portfolio)

DFA Short-Term Municipal Bond Portfolio

U.S. Social Core Equity 2 Portfolio


Incorporated herein by reference to:
Filing:		Post-Effective Amendment No. 124/125 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 30, 2010.

(u)

Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re:

U.S. Targeted Value Portfolio

Emerging Markets Value Portfolio


Incorporated herein by reference to:
Filing:		Post-Effective Amendment No. 126/127 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 28, 2011.

(v)

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

Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I and Dimensional Retirement Fixed Income Fund II

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.h.4.v

(w)

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

Dimensional Retirement Fixed Income Fund III

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.h.4.w

(i)

Legal Opinion.

(1)

Legal Opinion of Stradley, Ronon, Stevens & Young, LLP.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 126/127 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 28, 2011.

(j)

Other Opinions.

(1)

Consent of PricewaterhouseCoopers


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 126/127 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		February 28, 2011.

(k)

Omitted Financial Statements.

Not Applicable.

(l)

Initial Capital Agreements.

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

(m)

Rule 12b-1 Plans.

(1)

Form of Distribution Plan between the Registrant and DFA Securities LLC.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.m.1

(2)

Form of Selected Dealer Agreement.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.m.2

(n)

Plans pursuant to Rule 18f-3.

(1)

Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.n.1

(o)

Powers-of-Attorney.

(1)

On behalf of the Registrant, 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, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron S. Scholes and Abbie J. Smith.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 124/125 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 30, 2010.

(2)

On behalf of The DFA Investment Trust Company, 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, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron S. Scholes and Abbie J. Smith.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 124/125 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 30, 2010.

(3)

On behalf of Dimensional Emerging Markets Value Fund, 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, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron S. Scholes and Abbie J. Smith.


Incorporated herein by reference to :
Filing:		Post-Effective Amendment No. 124/125 to Registrant’s Registration Statement on Form N-1A.
File Nos.:		2-73948 and 811-3258.
Filing Date:		December 30, 2010.

(p)

Codes of Ethics.

(1)

Code of Ethics of Registrant, Adviser, Sub-Advisers and Underwriter.

ELECTRONICALLY FILED HEREWITH AS EXHIBIT 28.p.1

ITEM 29.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

None.

ITEM 30.

INDEMNIFICATION.

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

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

(a)

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

(b)

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

(c)

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

ITEM 31.

BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.

(a)

Dimensional Fund Advisors LP, with a principal place of business located at 6300 Bee Cave Road, Building One, Austin TX 78746, the investment manager for the Registrant, is also the investment manager for three other registered open-end investment companies, The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. The Advisor also serves as sub-advisor for certain other registered investment companies.

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

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

(b)

The Sub-Advisor for the VA International Small Portfolio, International Core Equity Portfolio, Emerging Markets Social Core Equity Portfolio, DFA

International Real Estate Securities Portfolio, CSTG&E International Social Core Equity Portfolio, International Sustainability Core 1 Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA Selectively Hedged Global Fixed Income Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, DFA Short-Term Extended Quality Portfolio, DFA International Value ex Tobacco Portfolio, DFA Intermediate-Term Extended Quality Portfolio, DFA International Small Cap Value Portfolio, Large Cap International Portfolio, Tax-Managed DFA International Value Portfolio, Emerging Markets Core Equity Portfolio, World ex U.S. Value Portfolio, DFA Commodity Strategy Portfolio and DFA Investment Grade Portfolio, each a series of the Registrant, is Dimensional Fund Advisors Ltd. (“DFAL”). DFAL has its principal place of business is 20 Triton Street, Regent’s Place, London, NW13BF, United Kingdom. Additional information as to the DFAL and the directors and officers of DFAL is included in the DFAL’s Form ADV filed with the Commission (File No. 801-40136), which is incorporated herein by reference and sets forth the officers and directors of DFAL and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years.

(c)

The Sub-Advisor for the VA International Small Portfolio, International Core Equity Portfolio, Emerging Markets Social Core Equity Portfolio, DFA International Real Estate Securities Portfolio, CSTG&E International Social Core Equity Portfolio, International Sustainability Core 1 Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA Selectively Hedged Global Fixed Income Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, DFA International Value ex Tobacco Portfolio, DFA Short-Term Extended Quality Portfolio DFA Intermediate-Term Extended Quality Portfolio, DFA International Small Cap Value Portfolio, Large Cap International Portfolio, Tax-Managed DFA International Value Portfolio, Emerging Markets Core Equity Portfolio, World ex U.S. Value Portfolio, DFA Commodity Strategy Portfolio and DFA Investment Grade Portfolio, each a series of the Registrant, is DFA Australia Limited (“DFA Australia”). DFA has its principal placed of business is Level 43 Gateway, 1 MacQuarie Place, Sydney, New South Wales 2000, Australia. Additional information as to DFA Australia and the directors and officers of DFA Australia is included in DFA Australia’s Form ADV filed with the Commission (File No. 801-48036), which is incorporated herein by reference and sets forth the officers and directors of DFA Australia and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years.

ITEM 32.

PRINCIPAL UNDERWRITERS.

(a)

DFA Securities LLC, (“DFAS”) is the principal underwriter for the Registrant. DFAS also serves as principal underwriter for The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group 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 1299 Ocean Avenue, Santa Monica, CA 90401:


Name and Principal Business Address	Positions and Offices with Underwriter	Positions and Offices with Fund
April A. Aandal	Vice President	Vice President and Chief Learning Officer
Darryl D. Avery	Vice President	Vice President
Arthur H. Barlow	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
Joseph H. Chi	Vice President	Vice President
Stephen A. Clark	Vice President	Vice President
Robert P. Cornell	Vice President	Vice President
Christopher S. Crossan	Vice President and Chief Compliance Officer	Vice President and Chief Compliance Officer
James L. Davis	Vice President	Vice President
Robert T. Deere	Vice President	Vice President
Robert W. Dintzner	Vice President	Vice President
Kenneth Elmgren	Vice President	Vice President
Richard A. Eustice	Vice President and Assistant Secretary	Vice President and Assistant Secretary
Eugene F. Fama, Jr.	Vice President	Vice President
Gretchen A. Flicker	Vice President	Vice President
Jed S. Fogdall	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 Fund Controller
Kevin B. Hight	Vice President	Vice President
Christine W. Ho	Vice President	Vice President
Jeff J. Jeon	Vice President	Vice President
Patrick M. Keating	Vice President	Vice President
Joseph F. Kolerich	Vice President	Vice President
Michael F. Lane	Vice President	Vice President
Kristina M. LaRusso	Vice President	Vice President
Juliet H. Lee	Vice President	Vice President
Apollo D. Lupesco	Vice President	Vice President
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
Gerard K. O’Reilly	Vice President	Vice President
Daniel C. Ong	Vice President	Vice President
Carmen Palafox	Vice President	Vice President
Sonya K. Park	Vice President	Vice President
David A. Plecha	Vice President	Vice President
Ted Randall	Vice President	Vice President
L. Jacobo Rodríguez	Vice President	Vice President
David E. Schneider	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
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


David G. Booth	Chairman, Director, President and Chief Executive Officer	Chairman, Director, President and Chief Officer
Kenneth R. French	Director	Not Applicable
John A. McQuown	Director	Not Applicable
Eduardo A. Repetto	Vice President and Chief Investment Officer	Director, Vice President 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 are located at the office of the Registrant and at additional locations, as follows:


Name		Address
DFA Investment Dimensions Group Inc.		6300 Bee Cave Road, Building One Austin, TX 78746

BNY Mellon Investment Servicing		301 Bellevue Parkway, Wilmington, DE 19809

ITEM 34.

MANAGEMENT SERVICES.

None.

ITEM 35.

UNDERTAKINGS.

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment Nos. 127/128 to the 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 this 11 ^th day of May, 2011.


DFA INVESTMENT DIMENSIONS GROUP INC.
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment Nos. 127/128 to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ David G. Booth * David G. Booth	President, Director, Chairman and Co-Chief Executive Officer	May 11, 2011

/s/ Eduardo A. Repetto * Eduardo A. Repetto	Director, Co-Chief Executive Officer and Chief Investment Officer	May 11, 2011

/s/ David R. Martin * David R. Martin	Chief Financial Officer, Treasurer and Vice President	May 11, 2011

/s/ George M. Constantinides * George M. Constantinides	Director	May 11, 2011

/s/ John P. Gould * John P. Gould	Director	May 11, 2011

/s/ Roger G. Ibbotson * Roger G. Ibbotson	Director	May 11, 2011

/s/ Edward P. Lazear * Edward P. Lazear	Director	May 11, 2011

/s/ Myron S. Scholes * Myron S. Scholes	Director	May 11, 2011

/s/ Abbie J. Smith * Abbie J. Smith	Director	May 11, 2011


* By:		/s/ Valerie A. Brown
		Valerie A. Brown
		Attorney-in-Fact (Pursuant to a Power-of-Attorney)

EXHIBIT LIST


Exhibit No.		Description

28.a.2		Articles Supplementary filed with the Maryland Secretary of State on September 22, 2009 re: the allocation and classification of shares

28.a.3		Certificate of Correction filed with the Maryland Secretary of State on May 4, 2010

28.a.4		Articles Supplementary filed with the Maryland Secretary of State on July 14, 2010 re: the allocation and classification of shares

28.a.5		Articles of Amendment filed with the Maryland Secretary of State on October 12, 2010 re: the allocation and classification of shares

28.a.6		Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010

28.a.7		Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010

28.a.8		Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares

28.a.9		Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011

28.a.10		Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares

28.d.1.ggg		Form of Investment Advisory Agreement for Dimensional Retirement Equity Fund II

28.d.1.hhh		Form of Investment Advisory Agreement for Dimensional Retirement Fixed Income Fund I

28.d.1.iii		Form of Investment Advisory Agreement for Dimensional Retirement Fixed Income Fund II

28.d.1.jjj		Form of Investment Advisory Agreement for Dimensional Retirement Fixed Income Fund III

28.e.1		Form of Amended and Restated Distribution Agreement

28.h.4.v		Form of Fee Waiver and Expense Assumption Agreement for Dimensional Retirement Equity Fund II, Dimensional Retirement Fixed Income Fund I and Dimensional Retirement Fixed Income Fund II

28.h.4.w		Form of Fee Waiver and Expense Assumption Agreement for Dimensional Retirement Fixed Income Fund III

28.m.1		Form of Distribution Plan

28.m.2		Form of Selected Dealer Agreement

28.n.1		Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

28.p.1		Code of Ethics

DFA INVESTMENT DIMENSIONS GROUP INC .

ARTICLES SUPPLEMENTARY TO THE CHARTER

DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation having its principal office in Baltimore, Maryland (hereinafter called the “Corporation”) and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, hereby certifies, in accordance with the requirements of Section 2-208 and/or 2-208.1 of the Maryland General Corporation Law (the “MGCL”), to the State Department of Assessments and Taxation of Maryland that:

FIRST : The total number of shares of common stock which the Corporation is authorized to issue is Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of One Hundred Eighty-One Million Four Hundred Fifty Thousand Dollars ($181,450,000), all of which shall be considered common stock. The allocation of shares of common stock to each of its fifty-nine existing classes of common stock (each a “Class” and collectively the “Classes”) is as follows:


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The U.S. Large Company Portfolio Shares		250,000,000

U.S. Micro Cap Portfolio Institutional Shares		650,000,000

The DFA One-Year Fixed Income Portfolio Shares		750,000,000

The DFA Five-Year Government Portfolio Shares		300,000,000

The United Kingdom Small Company Portfolio Institutional Shares		70,000,000

The Japanese Small Company Portfolio Institutional Shares		50,000,000

The Continental Small Company Portfolio Institutional Shares		50,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		300,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		50,000,000

The Large Cap International Portfolio Shares		250,000,000

U.S. Small Cap Portfolio Shares		450,000,000

U.S. Small Cap Value Portfolio Institutional Shares		650,000,000

The U.S. Large Cap Value Portfolio Shares		850,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The DFA Real Estate Securities Portfolio Shares		300,000,000

LWAS/DFA International High Book to Market Portfolio Shares		100,000,000

The Emerging Markets Portfolio Shares		300,000,000

DFA International Small Cap Value Portfolio Institutional Shares		900,000,000

VA U.S. Large Value Portfolio Shares		50,000,000

VA Global Bond Portfolio Shares		50,000,000

VA U.S. Targeted Value Portfolio Shares		50,000,000

VA International Value Portfolio Shares		50,000,000

VA International Small Portfolio Shares		50,000,000

VA Short-Term Fixed Portfolio Shares		50,000,000

Enhanced U.S. Large Company Portfolio Shares		200,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		600,000,000

International Small Company Portfolio Shares		700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		150,000,000

U.S. Targeted Value Portfolio Shares		300,000,000

Emerging Markets Value Portfolio Shares		550,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		300,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		200,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		350,000,000

Tax-Managed DFA International Value Portfolio Shares		300,000,000

Tax-Managed U.S. Equity Portfolio Shares		250,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		200,000,000

Emerging Markets Core Equity Portfolio Shares		450,000,000

U.S. Core Equity 1 Portfolio Shares		700,000,000

U.S. Core Equity 2 Portfolio Shares		1,125,000,000

U.S. Vector Equity Portfolio Shares		350,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

International Core Equity Portfolio Shares		1,025,000,000

Emerging Markets Social Core Equity Portfolio Shares		100,000,000

DFA Inflation-Protected Securities Portfolio Shares		150,000,000

DFA International Real Estate Securities Portfolio Shares		400,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		100,000,000

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		550,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		100,000,000

CSTG&E International Social Core Equity Portfolio Shares		100,000,000

U.S. Social Core Equity 2 Portfolio Shares		100,000,000

U.S. Sustainability Core 1 Portfolio		100,000,000

International Sustainability Core 1 Portfolio		100,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		100,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		200,000,000

DFA Global Real Estate Securities Portfolio		100,000,000

DFA International Value ex Tobacco Portfolio		100,000,000

International Vector Equity Portfolio		100,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		100,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		100,000,000

DFA VA Global Moderate Allocation Portfolio Shares		25,000,000

In addition, 500,000,000 shares of common stock of the Corporation remain unallocated and undesignated.

The shares of common stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further classified into the following Sub-Classes:


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The U.S. Large Company Portfolio Shares – Institutional Class		200,000,000

The U.S. Large Company Portfolio Shares – Class R1		25,000,000

The U.S. Large Company Portfolio Shares – Class R2		25,000,000

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		650,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		50,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		50,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		250,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		25,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		25,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		250,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		25,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		25,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		600,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		50,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		50,000,000

The Large Cap International Portfolio Shares – Institutional Class		200,000,000

The Large Cap International Portfolio Shares – Class R1		25,000,000

The Large Cap International Portfolio Shares – Class R2		25,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		400,000,000

U.S. Small Cap Portfolio Shares – Class R1		25,000,000

U.S. Small Cap Portfolio Shares – Class R2		25,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		750,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		50,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		50,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		250,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		25,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		25,000,000

The Emerging Markets Portfolio Shares – Institutional Class		250,000,000

The Emerging Markets Portfolio Shares – Class R1		25,000,000

The Emerging Markets Portfolio Shares – Class R2		25,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		150,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

Enhanced U.S. Large Company Portfolio Shares – Class R1		25,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		25,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		550,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		25,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		25,000,000

International Small Company Portfolio Shares – Institutional Class		600,000,000

International Small Company Portfolio Shares – Class R1		50,000,000

International Small Company Portfolio Shares – Class R2		50,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		250,000,000

U.S. Targeted Value Portfolio Shares – Class R1		25,000,000

U.S. Targeted Value Portfolio Shares – Class R2		25,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		500,000,000

Emerging Markets Value Portfolio Shares – Class R1		25,000,000

Emerging Markets Value Portfolio Shares – Class R2		25,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		400,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		25,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		25,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		600,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		50,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		50,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		1,025,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		50,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		50,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		300,000,000

U.S. Vector Equity Portfolio Shares – Class R1		25,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

U.S. Vector Equity Portfolio Shares – Class R2		25,000,000

International Core Equity Portfolio Shares – Institutional Class		925,000,000

International Core Equity Portfolio Shares – Class R1		50,000,000

International Core Equity Portfolio Shares – Class R2		50,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		25,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		25,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		350,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		25,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		25,000,000

SECOND : The Board of Directors of the Corporation has adopted a resolution increasing the total number of shares that the Corporation has the authority to issue from Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of stock, with a par value of $0.01 per share, having an aggregate par value of One Hundred Eighty One Million Four Hundred Fifty Thousand Dollars ($181,450,000), to Sixty Billion (60,000,000,000) shares of stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000), all of which shall be considered common stock, and further classifying and allocating Twenty-Eight Billion Seven Hundred Fifty-Five Million (28,755,000,000) shares of the unallocated and unissued common stock (par value $0.01 per share), as follows:



U.S. Large Company Portfolio – Institutional Sub-Class			300,000,000

U.S. Large Company Portfolio – Class R1 Sub-Class			75,000,000

U.S. Large Company Portfolio – Class R2 Sub-Class			75,000,000

U.S. Micro Cap Portfolio – Institutional Class			850,000,000

DFA One-Year Fixed Income Portfolio – Institutional Sub-Class			1,350,000,000

DFA One-Year Fixed Income Portfolio – Class R1 Sub-Class			50,000,000



DFA One-Year Fixed Income Portfolio – Class R2 Sub-Class			50,000,000

DFA Five-Year Government Portfolio – Institutional Sub-Class			250,000,000

DFA Five-Year Government Portfolio – Class R1 Sub-Class			75,000,000

DFA Five-Year Government Portfolio – Class R2 Sub-Class			75,000,000

United Kingdom Small Company Portfolio – Institutional Class			30,000,000

Japanese Small Company Portfolio – Institutional Class			50,000,000

Continental Small Company Portfolio – Institutional Class			50,000,000

DFA Intermediate Government Fixed Income Portfolio – Institutional Sub-Class			450,000,000

DFA Intermediate Government Fixed Income Portfolio – Class R1 Sub-Class			75,000,000

DFA Intermediate Government Fixed Income Portfolio – Class R2 Sub-Class			75,000,000

DFA Five-Year Global Fixed Income Portfolio – Institutional Sub-Class			900,000,000

DFA Five-Year Global Fixed Income Portfolio – Class R1 Sub-Class			50,000,000

DFA Five-Year Global Fixed Income Portfolio – Class R2 Sub-Class			50,000,000

Asia Pacific Small Company Portfolio – Institutional Class			50,000,000

Large Cap International Portfolio – Institutional Sub-Class			300,000,000

Large Cap International Portfolio – Class R1 Sub-Class			75,000,000

Large Cap International Portfolio – Class R2 Sub-Class			75,000,000

U.S. Small Cap Portfolio – Institutional Sub-Class			600,000,000

U.S. Small Cap Portfolio – Class R1 Sub-Class			75,000,000

U.S. Small Cap Portfolio – Class R2 Sub-Class			75,000,000

U.S. Small Cap Value Portfolio – Institutional Sub-Class			1,050,000,000

U.S. Large Cap Value Portfolio – Institutional Sub-Class			1,250,000,000

U.S. Large Cap Value Portfolio – Class R1 Sub-Class			50,000,000

U.S. Large Cap Value Portfolio – Class R2 Sub-Class			50,000,000



DFA Real Estate Securities Portfolio – Institutional Sub-Class			450,000,000

DFA Real Estate Securities Portfolio – Class R1 Sub-			75,000,000

DFA Real Estate Securities Portfolio – Class R2 Sub-Class			75,000,000

LWAS/DFA International High Book to Market Portfolio			100,000,000

Emerging Markets Portfolio – Institutional Sub-Class			250,000,000

Emerging Markets Portfolio – Class R1 Sub-Class			75,000,000

Emerging Markets Portfolio – Class R2 Sub-Class			75,000,000

DFA International Small Cap Value Portfolio – Institutional Class			1,400,000,000

VA U.S. Large Value Portfolio			50,000,000

VA Global Bond Portfolio			50,000,000

VA U.S. Targeted Value Portfolio			50,000,000

VA International Value Portfolio			50,000,000

VA International Small Portfolio			50,000,000

VA Short-Term Fixed Portfolio			50,000,000

Enhanced U.S. Large Company Portfolio – Institutional Sub-Class			150,000,000

Enhanced U.S. Large Company Portfolio – Class R1 Sub-Class			75,000,000

Enhanced U.S. Large Company Portfolio – Class R2 Sub-Class			75,000,000

DFA Two-Year Global Fixed Income Portfolio – Institutional Sub-Class			1,450,000,000

DFA Two-Year Global Fixed Income Portfolio – Class R1 Sub-Class			75,000,000

DFA Two-Year Global Fixed Income Portfolio – Class R2 Sub-Class			75,000,000

International Small Company Portfolio – Institutional Sub-Class			900,000,000

International Small Company Portfolio – Class R1 Sub-Class			50,000,000

International Small Company Portfolio – Class R2 Sub-Class			50,000,000

Emerging Markets Small Cap Portfolio – Institutional Class			350,000,000

U.S. Targeted Value Portfolio – Institutional Class			450,000,000



U.S. Targeted Value Portfolio – Class R1 Sub-Class			75,000,000

U.S. Targeted Value Portfolio – Class R2 Sub-Class			75,000,000

Emerging Markets Value Portfolio – Institutional Sub-Class			1,000,000,000

Emerging Markets Value Portfolio – Class R1 Sub-Class			75,000,000

Emerging Markets Value Portfolio – Class R2 Sub-Class			75,000,000

Tax-Managed U.S. Targeted Value Portfolio			400,000,000

Tax-Managed U.S. Small Cap Portfolio			300,000,000

Tax-Managed U.S. Marketwide Value Portfolio			350,000,000

Tax-Managed DFA International Value Portfolio			400,000,000

Tax-Managed U.S. Equity Portfolio			250,000,000

DFA Short-Term Municipal Bond Portfolio – Institutional Class			300,000,000

Emerging Markets Core Equity Portfolio – Institutional Sub-Class			600,000,000

Emerging Markets Core Equity Portfolio – Class R1 Sub-Class			75,000,000

Emerging Markets Core Equity Portfolio – Class R2 Sub-Class			75,000,000

U.S. Core Equity 1 Portfolio – Institutional Sub-Class			900,000,000

U.S. Core Equity 1 Portfolio – Class R1 Sub-Class			50,000,000

U.S. Core Equity 1 Portfolio – Class R2 Sub-Class			50,000,000

U.S. Core Equity 2 Portfolio – Institutional Sub-Class			1,275,000,000

U.S. Core Equity 2 Portfolio – Class R1 Sub-Class			50,000,000

U.S. Core Equity 2 Portfolio – Class R2 Sub-Class			50,000,000

U.S. Vector Equity 1 Portfolio – Institutional Sub-Class			700,000,000

U.S. Vector Equity 1 Portfolio – Class R1 Sub-Class			75,000,000

U.S. Vector Equity 1 Portfolio – Class R2 Sub-Class			75,000,000

International Core Equity Portfolio – Institutional Sub-Class			1,075,000,000

International Core Equity Portfolio – Class R1 Sub-Class			50,000,000



International Core Equity Portfolio – Class R2 Sub-Class			50,000,000

Emerging Markets Social Core Equity Portfolio			400,000,000

DFA Inflation-Protected Securities Portfolio – Institutional Sub-Class			400,000,000

DFA Inflation-Protected Securities Portfolio – Class R1 Sub-Class			75,000,000

DFA Inflation-Protected Securities Portfolio – Class R2 Sub-Class			75,000,000

DFA International Real Estate Securities Portfolio – Institutional Sub-Class			350,000,000

DFA International Real Estate Securities Portfolio – Class R1 Sub-Class			75,000,000

DFA International Real Estate Securities Portfolio – Class R2 Sub-Class			75,000,000

DFA California Short-Term Municipal Bond Portfolio – Institutional Class			200,000,000

T.A. U.S. Core Equity 2 Portfolio – Institutional Class			450,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio			200,000,000

CSTG&E International Social Core Equity 2 Portfolio			200,000,000

U.S. Social Core Equity 2 Portfolio			200,000,000

U.S. Sustainability Core 1 Portfolio			200,000,000

International Sustainability Core 1 Portfolio			200,000,000

DFA Selectively Hedged Global Fixed Income Portfolio – Institutional Class			200,000,000

T.A. World ex U.S. Core Equity Portfolio – Institutional Class			300,000,000

DFA Global Real Estate Securities Portfolio			400,000,000

DFA International Value ex Tobacco Portfolio			200,000,000

International Vector Equity Portfolio			400,000,000

DFA Short-Term Extended Quality Portfolio – Institutional Class			400,000,000

DFA Intermediate-Term Extended Quality Portfolio – Institutional Class			200,000,000

VA Global Moderate Allocation Portfolio			75,000,000

THIRD : Following the aforesaid classifications, allocations and designations, the total number of shares of common stock which the Corporation is authorized to issue is Sixty Billion

(60,000,000,000), having an aggregate par value of Six Hundred Million Dollars ($600,000,000). The allocation of shares of common stock to each of the fifty-nine Classes is as follows:


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The U.S. Large Company Portfolio Shares		700,000,000

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

In addition, 13,600,000,000 shares of common stock of the Corporation remain unallocated and undesignated.

The shares of common stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further classified into the following Sub-Classes:


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The U.S. Large Company Portfolio Shares – Institutional Class		500,000,000

The U.S. Large Company Portfolio Shares – Class R1		100,000,000

The U.S. Large Company Portfolio Shares – Class R2		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000


Class Designation	Number of Shares of Common Stock (per value $0.01 per share) Allocated

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

FOURTH : A description of the shares of the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

and the Sub-Classes thereof, as well as any other Class hereafter divided into Sub-Classes, unless otherwise provided in the Articles Supplementary creating Sub-Classes with respect to one or more Classes of Shares, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation, is as follows:

The holder of each share of each Class and Sub-Class shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock then standing in his or her name on the books of the Corporation. All shares of the Classes and Sub-Classes then issued and outstanding and entitled to vote, irrespective of Class or Sub-Class, shall be voted in the aggregate and not by Class or Sub-Class, except: (1) when otherwise expressly provided by the Maryland General Corporation Law; (2) when required by the 1940 Act, shares shall be voted by

Class or Sub-Class; and (3) when a matter to be voted upon does not affect any interest of a particular Class or Sub-Class, then only shareholders of the affected Class(es) or Sub-Class(es) shall be entitled to vote thereon.

Each share of each Class and Sub-Class shall have the following preferences and special rights, restrictions, and limitations:

(1) All consideration received by the Corporation for the issue or sale of stock of a Class (or a Sub-Class), together with all income, earnings, profits, and proceeds thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Class (or Sub-Class) of stock with respect to which such assets, payments or funds were received by the Corporation for all purposes, subject only to the rights of creditors.

(2) Dividends or distributions on shares of a Class (or a Sub-Class) and redemptions of any Class (or Sub-Class) shall be paid only out of earnings, surplus, or other lawfully available assets belonging to such Class (or Sub-Class).

(3) The Corporation may deduct from the proceeds of redemption of shares of each Class (or Sub-Class) (other than shares of The DFA One-Year Fixed Income Portfolio Shares) the cost incurred in liquidating investment securities to pay redemptions in cash as set forth in the By-Laws.

(4) In the event of the liquidation or dissolution of the Corporation, holders of each Class (or Sub-Class) shall be entitled to receive, as a Class (or a Sub-Class), out of the assets of the Corporation available for distribution to shareholders, but other than general assets not belonging to any particular Class (or Sub-Class), the assets belonging to such Class (or Sub-Class); and the assets so distributable to the shareholders of any Class (or Sub-Class) shall be distributed among such shareholders in proportion to the asset value of the respective Classes (or Sub-Classes). In addition such holders shall be entitled to receive their proportionate share of assets of the Corporation which do not belong solely to any particular Class (or Sub-Class), as determined by the Board of Directors.

(5) The assets belonging to each Class (or Sub-Class) shall be charged with the liabilities in respect to such Class (or Sub-Class), and shall also be charged with their share of the general liabilities of the Corporation as determined by the Board of Directors, and such determination shall be conclusive for all purposes.

FIFTH : The shares aforesaid have been duly classified by the Board of Directors pursuant to authority contained in the Charter of the Corporation and, to the extent applicable, in accordance with Sections 2-105(c), 2-208 and/or 2-208.1 of the MGCL.

SIXTH : These Articles Supplementary shall become effective upon filing.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Assistant Secretary on this 22 ^nd day of September, 2009; and its Vice President acknowledges that these Articles Supplementary are the act of DFA Investment Dimensions Group Inc., and he further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	/s/ Valerie A. Brown	By:	/s/ Jeff J. Jeon
	Valerie A. Brown, Assistant Secretary		Jeff J. Jeon, Vice President

DFA INVESTMENT DIMENSIONS GROUP INC.

CERTIFICATE OF CORRECTION

DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (which is hereinafter referred to as the “SDAT”) that:

FIRST : The title of the document being corrected by this Certificate of Correction is the Articles Supplementary of the Corporation that was filed with and accepted for record by the SDAT on September 22, 2009 (the “Articles Supplementary”).

SECOND : The name of the sole party to the Articles Supplementary is DFA Investment Dimensions Group Inc.

THIRD : The Articles Supplementary were filed for record with the SDAT on September 22, 2009.

FOURTH : As previously filed, the introductory paragraph of Article FIRST of the Articles Supplementary stated, and the heading to the first chart in Article FIRST, which describes the series of stock of the Corporation, provided:

“ FIRST : The total number of shares of common stock which the Corporation is authorized to issue is Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of One Hundred Eighty-One Million Four Hundred Fifty Thousand Dollars ($181,450,000), all of which shall be considered common stock. The allocation of shares of common stock to each of its fifty-nine existing classes of common stock (each a “Class” and collectively the “Classes”) is as follows:


Class Designation		Number of Shares of Common Stock (per value $0.01 per share) Allocated”

FIFTH : Article FIRST of the Articles Supplementary is hereby corrected such that the introductory paragraph of Article FIRST states, and the heading to the first chart in Article FIRST provides:

“ FIRST : The total number of shares of capital stock which the Corporation is authorized to issue is Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of capital stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of One Hundred Eighty-One Million Four Hundred Fifty Thousand Dollars ($181,450,000). Currently, the Corporation’s authorized shares have been designated and classified into the following 59 Series:


Series Designation		Number of Shares”

SIXTH : As previously filed, the language in Article FIRST of the Articles Supplementary after the first chart, which describes the series of stock of the Corporation, and before the second chart, which describes the classes of stock within certain series, stated, and the heading to the second chart provided:

“In addition, 500,000,000 shares of common stock of the Corporation remain unallocated and undesignated.

The shares of common stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further classified into the following Sub-Classes:


Class Designation		Number of Shares of Common Stock (par value $.01 per share) Allocated”

SEVENTH : Article FIRST of the Articles Supplementary is hereby corrected such that the language in Article FIRST after the first chart and before the second chart states, and the heading to the second chart provides:

“In addition, 500,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes		Number of Shares”

EIGHTH : As previously filed, the introductory paragraph of Article SECOND of the Articles Supplementary stated:

“ SECOND : The Board of Directors of the Corporation has adopted a resolution increasing the total number of shares that the Corporation has the authority to issue from Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of stock, with a par value of $0.01 per share, having an aggregate par value of One Hundred Eighty One Million Four Hundred Fifty Thousand Dollars ($181,450,000), to Sixty Billion (60,000,000,000) shares of stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000), all of which shall be considered common stock, and further classifying and allocating Twenty-Eight Billion

Seven Hundred Fifty-Five Million (28,755,000,000) shares of the unallocated and unissued common stock (par value $0.01 per share), as follows:”

NINTH : Article SECOND of the Articles Supplementary is hereby corrected such that the introductory paragraph of Article SECOND states:

“ SECOND : The Board of Directors of the Corporation has adopted a resolution increasing the total number of shares of capital stock that the Corporation has the authority to issue from Eighteen Billion One Hundred Forty-Five Million (18,145,000,000) shares of capital stock, with a par value of $0.01 per share, having an aggregate par value of One Hundred Eighty One Million Four Hundred Fifty Thousand Dollars ($181,450,000), to Sixty Billion (60,000,000,000) shares of capital stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000), and further designating, allocating and classifying Twenty-Eight Billion Seven Hundred Fifty-Five Million (28,755,000,000) shares of the unallocated and unissued capital stock (par value $0.01 per share), as follows:”

TENTH : As previously filed, the chart in Article SECOND of the Articles Supplementary refers to each class of the series of the Corporation’s capital stock that are subdivided into classes as a “Sub-Class.”

ELEVENTH : The chart in Article SECOND of the Articles Supplementary is hereby corrected such that each class of the series of the Corporation’s capital stock that are subdivided into classes is referred to as a “Class.”

TWELFTH : As previously filed, the introductory paragraph of Article THIRD of the Articles Supplementary stated, and the heading to the first chart in Article THIRD, which describes the series of stock of the Corporation, provided:

“ THIRD : Following the aforesaid classifications, allocations and designations, the total number of shares of common stock which the Corporation is authorized to issue is Sixty Billion (60,000,000,000), having an aggregate par value of Six Hundred Million Dollars ($600,000,000). The allocation of shares of common stock to each of the fifty-nine Classes is as follows:


Class Designation		Number of Shares of Common Stock (par value $.01 per share) Allocated”

THIRTEENTH : Article THIRD of the Articles Supplementary is hereby corrected such that the introductory paragraph of Article THIRD states, and the heading to the first chart provides:

“ THIRD : Following the aforesaid classifications, allocations and designations, the Corporation will have the authority to issue Sixty Billion (60,000,000,000) shares of

capital stock, with a par value of $0.01 per share, for an aggregate par value of Six Hundred Million Dollars ($600,000,000), which shares will have been designated and classified into the following 59 Series:


Series Designation		Number of Shares”

FOURTEENTH : As previously filed, the language in Article THIRD of the Articles Supplementary after the first chart, which describes the series of stock of the Corporation, and before the second chart, which describes the classes of stock within certain series, stated, and the heading to the second chart provided:

“In addition, 13,600,000,000 shares of common stock of the Corporation remain unallocated and undesignated.

The shares of common stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further classified into the following Sub-Classes:


Class Designation		Number of Shares of Common Stock (par value $.01 per share) Allocated”

FIFTEENTH : Article THIRD of the Articles Supplementary is hereby corrected such that the language in Article THIRD after the first chart and before the second chart states, and the heading to the second chart provides:

“In addition, 13,600,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes		Number of Shares”

SIXTEENTH : As previously filed, Article FOURTH of the Articles Supplementary stated:

“ FOURTH : A description of the shares of the following Classes:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

Each share of each Class and Sub-Class shall have the following preferences and special rights, restrictions, and limitations:

(3) The Corporation may deduct from the proceeds of redemption of shares of each Class (or Sub-Class) (other than shares of The DFA One-Year Fixed Income

Portfolio Shares) the cost incurred in liquidating investment securities to pay redemptions in cash as set forth in the By-Laws.

SEVENTEENTH : Article FOURTH of the Articles Supplementary is hereby corrected such that Article FOURTH states:

“ FIFTH : The shares of capital stock designated, allocated and classified pursuant to these Articles Supplementary shall have such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as are set forth in the charter of the Corporation.”

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused this Certificate of Correction to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Assistant Secretary on this 4 ^th day of May 20l0; and its Vice President acknowledges that this Certificate of Correction is the act of DFA Investment Dimensions Group Inc., and he further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties for perjury.

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER

FIRST : The total number of shares of capital stock which the Corporation is authorized to issue is Sixty Billion (60,000,000,000) shares of capital stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000). Currently, the Corporation’s authorized shares have been designated and classified into the following fifty-nine Series:


Series Designation	Number of Shares

The U.S. Large Company Portfolio Shares		700,000,000

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000


Series Designation	Number of Shares

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

In addition, 13,600,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The U.S. Large Company Portfolio Shares;

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The U.S. Large Company Portfolio Shares – Institutional Class		500,000,000

The U.S. Large Company Portfolio Shares – Class R1		100,000,000

The U.S. Large Company Portfolio Shares – Class R2		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000


Classes	Number of Shares

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000


Classes	Number of Shares

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000


Classes	Number of Shares

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SECOND : The Board of Directors of the Corporation has adopted resolutions classifying and allocating Two Hundred Million (200,000,000) shares of the unallocated and unissued shares of capital stock with a par value of One Cent ($0.01) per share as follows: One Hundred Million (100,000,000) shares of capital stock were allocated to the Series designated as “World ex U.S. Value Portfolio Shares”; and One Hundred Million (100,000,000) shares of capital stock were allocated to the Series designated as “DFA Commodity Strategy Portfolio Shares.”

THIRD : The Board of Directors of the Corporation has adopted a resolution reclassifying Seven Hundred Million (700,000,000) shares of capital stock with a par value of One Cent ($0.01) per share of the Corporation previously classified and allocated to three Classes of capital stock, designated as “The U.S. Large Company Portfolio Shares – Institutional Class” (Five Hundred Million (500,000,000) shares), “The U.S. Large Company Portfolio Shares – Class R1” (One Hundred Million (100,000,000) shares), and “The U.S. Large Company Portfolio Shares – Class R2” (One Hundred Million (100,000,000) shares), and the Board of Directors of the Corporation has reclassified and reallocated such shares of capital stock with a par value of One Cent ($0.01) per share of the Corporation as unallocated and unissued capital stock of the Corporation.

FOURTH : Following the aforesaid classifications, allocations, and designations, the Corporation has the authority to issue Sixty Billion (60,000,000,000) shares of capital stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000), which shares of capital stock have been designated and classified into the following sixty Series:


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000


Series Designation	Number of Shares

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000


Series Designation	Number of Shares

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000


Series Designation	Number of Shares

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,100,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000


Classes	Number of Shares

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000


Classes	Number of Shares

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000


Classes	Number of Shares

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

FIFTH : The shares of capital stock designated, allocated and classified pursuant to these Articles Supplementary shall have such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as are set forth in the charter of the Corporation.

SIXTH : The shares aforesaid have been duly classified by the Board of Directors pursuant to authority contained in the Charter of the Corporation and, to the extent applicable, in accordance with Sections 2-105(c), 2-208 and/or 2-208.1 of the MGCL.

SEVENTH : These Articles Supplementary shall become effective upon filing.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 13th day of July, 2010; and its Vice President acknowledges that these Articles Supplementary are the act of DFA Investment Dimensions Group Inc., and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	/s/ Catherine L. Newell	By:	/s/ Julie Henderson
	Catherine L. Newell, Secretary		Julie Henderson, Vice President

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000


Series Designation	Number of Shares

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,100,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000


Classes	Number of Shares

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000


Classes	Number of Shares

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SECOND : The Board of Directors of the Corporation has adopted resolutions classifying and allocating One Hundred Million (100,000,000) shares of the unallocated and unissued shares of capital stock with a par value of One Cent ($0.01) of the Corporation to the Series designated as the “Emerging Markets Value Portfolio Shares.”

THIRD : The Board of Directors of the Corporation has adopted resolutions further classifying and allocating the One Hundred Million (100,000,000) shares allocated as provided in Article SECOND as a new Class designated as the “Emerging Markets Value Portfolio Shares – Class R2A.”


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000


Series Designation	Number of Shares

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,800,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,000,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000


Classes	Number of Shares

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000


Classes	Number of Shares

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Class R2A		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000


Classes	Number of Shares

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SEVENTH : These Articles Supplementary shall become effective upon filing.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 12 ^th day of October, 2010; and its Vice President acknowledges that these Articles Supplementary are the act of DFA Investment Dimensions Group Inc., and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	/s/ Catherine L. Newell	By:	/s/ Valerie A. Brown
	Catherine L. Newell, Secretary		Valerie A. Brown, Vice President

Articles of Amendment

DFA Investment Dimensions Group Inc.

DFA Investment Dimensions Group Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST: The Charter of the Corporation is hereby amended to effectuate a reverse stock split of the Class R1 Shares of the U.S. Targeted Value Portfolio (the “Targeted Portfolio”) series of the Corporation’s capital stock pursuant to which (i) the par value of the Class R1 Shares of the Targeted Portfolio shall be increased from $0.01 par value per share to $0.01469292 par value per share; and (ii) each issued and outstanding share (or fraction thereof) of the Class R1 Shares of the Targeted Portfolio shall be changed into and become 0.6806 of one share (or 0.6806 of such fraction of a share) of the Class R1 Shares of the Targeted Portfolio (e.g., every 1.469292 shares shall be changed into and become one share).

SECOND: The Charter of the Corporation is hereby amended to effectuate a reverse stock split of the Class R2 Shares of the Targeted Portfolio pursuant to which (i) the par value of the Class R2 Shares of the Targeted Portfolio shall be increased from $0.01 par value per share to $0.01394117 par value per share; and (ii) each issued and outstanding share (or fraction thereof) of the Class R2 Shares of the Targeted Portfolio shall be changed into and become 0.7173 of one share (or 0.7173 of such fraction of a share) of the Class R2 Shares of the Targeted Portfolio (e.g., every 1.394117 shares shall be changed into and become one share).

THIRD: From and after the Effective Time (as hereinafter defined), the first sentence of Article Fifth, Section 5.1 of the Charter is hereby deleted in its entirety and, in lieu thereof, the following five sentences are substituted:

“Section 5.1. Authorized Shares. The Corporation shall have the authority to issue Sixty Billion (60,000,000,000) shares of capital stock. All of such shares, other than the shares of capital stock designated and classified to the Class R1 Shares and Class R2 Shares of the U.S. Targeted Value Portfolio Series, have a par value of $0.01 per share. The shares of capital stock designated and classified to the Class R1 Shares of the U.S. Targeted Value Portfolio Series, have a par value of $0.01469292 per share. The shares of capital stock designated and classified to the Class R2 Shares of the U.S. Targeted Value Portfolio Series, have a par value of $0.01394117 per share. The aggregate par value of all authorized shares of stock having par value is $600,863,409.”

FOURTH: The following provisions shall apply in order to effectuate the reverse stock split described in Article FIRST above:

(A) As of the Effective Time, each share (or fraction thereof) of the Class R1 Shares of the Targeted Portfolio with a par value of $0.01 per share that was

issued and outstanding immediately prior to the Effective Time, shall automatically and without any action on the part of the holder thereof be changed into 0.6806 of one share (or 0.6806 of such fraction of a share) of the Class R1 Shares of the Targeted Portfolio with a par value of $0.01469292 per share (e.g., every 1.469292 shares shall automatically and without any action on part of the holder thereof be changed into one share).

(B) As of the Effective Time, each share (or fraction thereof) of the Class R2 Shares of the Targeted Portfolio with a par value of $0.01 per share that was issued and outstanding immediately prior to the Effective Time, shall automatically and without any action on the part of the holder thereof be changed into 0.7173 of one share (or 0.7173 of such fraction of a share) of the Class R2 Shares of the Targeted Portfolio with a par value of $0.01394117 per share (e.g., every 1.394117 shares shall automatically and without any action on part of the holder thereof be changed into one share).

FIFTH : The amendments described above were approved by a majority of the entire Board of Directors of the Corporation. The amendments are limited to changes expressly authorized by Section 2-309(e) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation. The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.

SIXTH: These Articles of Amendment shall become effective at 3:58 p.m. Eastern Time on November 19, 2010 (the “Effective Time”).

SEVENTH: Immediately before the Effective Time, the Corporation had the authority to issue Sixty Billion (60,000,000,000) shares of capital stock, each with a par value of $0.01 per share, for an aggregate par value of $600,000,000, which shares of capital stock were designated and classified into the following Sixty Series, and certain of such Series were subdivided into the following Classes:


Series	Class	Number of Shares
U.S. Micro Cap Portfolio Institutional Shares			1,500,000,000
The DFA One-Year Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2		2,000,000,000 100,000,000 100,000,000
The DFA Five-Year Government Portfolio Shares	Institutional Class Class R1 Class R2		500,000,000 100,000,000 100,000,000
The United Kingdom Small Company Portfolio Institutional Shares			100,000,000
The Japanese Small Company Portfolio Institutional Shares			100,000,000
The Continental Small Company Portfolio Institutional Shares			100,000,000
The DFA Intermediate Government Fixed Income	Institutional Class		700,000,000


Portfolio Shares	Class R1 Class R2	100,000,000 100,000,000
The DFA Five-Year Global Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
Asia Pacific Small Company Portfolio Institutional Shares		100,000,000
The Large Cap International Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
U.S. Small Cap Portfolio Shares	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000
The U.S. Large Cap Value Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
The DFA Real Estate Securities Portfolio Shares	Institutional Class Class R1 Class R2	700,000,000 100,000,000 100,000,000
LWAS/DFA International High Book to Market Portfolio Shares		200,000,000
The Emerging Markets Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000
VA U.S. Large Value Portfolio Shares		100,000,000
VA Global Bond Portfolio Shares		100,000,000
VA U.S. Targeted Value Portfolio Shares		100,000,000
VA International Value Portfolio Shares		100,000,000
VA International Small Portfolio Shares		100,000,000
VA Short-Term Fixed Portfolio Shares		100,000,000
Enhanced U.S. Large Company Portfolio Shares	Institutional Class Class R1 Class R2	300,000,000 100,000,000 100,000,000
DFA Two-Year Global Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
International Small Company Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000
U.S. Targeted Value Portfolio Shares – Institutional Class	Institutional Class Class R1	700,000,000 100,000,000


	Class R2	100,000,000
Emerging Markets Value Portfolio Shares	Institutional Class Class R1 Class R2 Class R2A	1,500,000,000 100,000,000 100,000,000 100,000,000
Emerging Markets Core Equity Portfolio Shares	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000
Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000
Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000
Tax-Managed DFA International Value Portfolio Shares		700,000,000
Tax-Managed U.S. Equity Portfolio Shares		500,000,000
DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000
U.S. Core Equity 1 Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
U.S. Core Equity 2 Portfolio Shares	Institutional Class Class R1 Class R2	2,300,000,000 100,000,000 100,000,000
U.S. Vector Equity Portfolio Shares – Institutional Class	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
International Core Equity Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
Emerging Markets Social Core Equity Portfolio Shares		500,000,000
DFA Inflation-Protected Securities Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
DFA International Real Estate Securities Portfolio Shares	Institutional Class Class R1 Class R2	700,000,000 100,000,000 100,000,000
DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000
T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000
CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000
CSTG&E International Social Core Equity Portfolio Shares		300,000,000
U.S. Social Core Equity 2 Portfolio Shares		300,000,000
U.S. Sustainability Core 1 Portfolio		300,000,000


International Sustainability Core 1 Portfolio			300,000,000
DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares			300,000,000
T.A. World ex U.S. Core Equity Portfolio Institutional Shares			500,000,000
DFA Global Real Estate Securities Portfolio			500,000,000
DFA International Value ex Tobacco Portfolio			300,000,000
International Vector Equity Portfolio			500,000,000
DFA Short-Term Extended Quality Portfolio Institutional Shares			500,000,000
DFA Intermediate-Term Extended Quality Portfolio Institutional Shares			300,000,000
DFA VA Global Moderate Allocation Portfolio Shares			100,000,000
World ex U.S. Value Portfolio Shares			100,000,000
DFA Commodity Strategy Portfolio Shares			100,000,000

In addition, 14,000,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

EIGHTH : Immediately after the Effective Time, the Corporation will have the authority to issue Sixty Billion (60,000,000,000) shares of capital stock, each with a par value of $0.01 per share, other than (i) the 100,000,000 shares of capital stock designated and classified as the Class R1 Shares of the Targeted Portfolio, each of which will have a par value of $0. 01469292 per share, and (ii) the 100,000,000 shares of capital stock designated and classified as the Class R2 Shares of the Targeted Portfolio, each of which will have a par value of $0.01394117 per share, for an aggregate par value of $600,863,409, which shares of capital stock will be designated and classified into the following Sixty Series, and certain of such Series will be subdivided into the following Classes:


Series	Class	Number of Shares
U.S. Micro Cap Portfolio Institutional Shares			1,500,000,000
The DFA One-Year Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2		2,000,000,000 100,000,000 100,000,000
The DFA Five-Year Government Portfolio Shares	Institutional Class Class R1 Class R2		500,000,000 100,000,000 100,000,000
The United Kingdom Small Company Portfolio Institutional Shares			100,000,000
The Japanese Small Company Portfolio Institutional Shares			100,000,000
The Continental Small Company Portfolio Institutional Shares			100,000,000
The DFA Intermediate Government Fixed Income	Institutional Class		700,000,000


Portfolio Shares	Class R1 Class R2	100,000,000 100,000,000
The DFA Five-Year Global Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
Asia Pacific Small Company Portfolio Institutional Shares		100,000,000
The Large Cap International Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
U.S. Small Cap Portfolio Shares	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000
The U.S. Large Cap Value Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
The DFA Real Estate Securities Portfolio Shares	Institutional Class Class R1 Class R2	700,000,000 100,000,000 100,000,000
LWAS/DFA International High Book to Market Portfolio Shares		200,000,000
The Emerging Markets Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000
VA U.S. Large Value Portfolio Shares		100,000,000
VA Global Bond Portfolio Shares		100,000,000
VA U.S. Targeted Value Portfolio Shares		100,000,000
VA International Value Portfolio Shares		100,000,000
VA International Small Portfolio Shares		100,000,000
VA Short-Term Fixed Portfolio Shares		100,000,000
Enhanced U.S. Large Company Portfolio Shares	Institutional Class Class R1 Class R2	300,000,000 100,000,000 100,000,000
DFA Two-Year Global Fixed Income Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
International Small Company Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000
U.S. Targeted Value Portfolio Shares – Institutional Class	Institutional Class Class R1	700,000,000 100,000,000


	Class R2	100,000,000
Emerging Markets Value Portfolio Shares	Institutional Class Class R1 Class R2 Class R2A	1,500,000,000 100,000,000 100,000,000 100,000,000
Emerging Markets Core Equity Portfolio Shares	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000
Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000
Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000
Tax-Managed DFA International Value Portfolio Shares		700,000,000
Tax-Managed U.S. Equity Portfolio Shares		500,000,000
DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000
U.S. Core Equity 1 Portfolio Shares	Institutional Class Class R1 Class R2	1,500,000,000 100,000,000 100,000,000
U.S. Core Equity 2 Portfolio Shares	Institutional Class Class R1 Class R2	2,300,000,000 100,000,000 100,000,000
U.S. Vector Equity Portfolio Shares – Institutional Class	Institutional Class Class R1 Class R2	1,000,000,000 100,000,000 100,000,000
International Core Equity Portfolio Shares	Institutional Class Class R1 Class R2	2,000,000,000 100,000,000 100,000,000
Emerging Markets Social Core Equity Portfolio Shares		500,000,000
DFA Inflation-Protected Securities Portfolio Shares	Institutional Class Class R1 Class R2	500,000,000 100,000,000 100,000,000
DFA International Real Estate Securities Portfolio Shares	Institutional Class Class R1 Class R2	700,000,000 100,000,000 100,000,000
DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000
T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000
CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000
CSTG&E International Social Core Equity Portfolio Shares		300,000,000
U.S. Social Core Equity 2 Portfolio Shares		300,000,000
U.S. Sustainability Core 1 Portfolio		300,000,000
International Sustainability Core 1 Portfolio		300,000,000


DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares			300,000,000
T.A. World ex U.S. Core Equity Portfolio Institutional Shares			500,000,000
DFA Global Real Estate Securities Portfolio			500,000,000
DFA International Value ex Tobacco Portfolio			300,000,000
International Vector Equity Portfolio			500,000,000
DFA Short-Term Extended Quality Portfolio Institutional Shares			500,000,000
DFA Intermediate-Term Extended Quality Portfolio Institutional Shares			300,000,000
DFA VA Global Moderate Allocation Portfolio Shares			100,000,000
World ex U.S. Value Portfolio Shares			100,000,000
DFA Commodity Strategy Portfolio Shares			100,000,000

In addition, 14,000,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The information required by subsection (b)(2)(i) of Section 2-607 of the Maryland General Corporation Law was not changed by these Articles of Amendment.

[The rest of this page is intentionally blank.]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 18th day of November, 2010; and its Vice President acknowledges that these Articles of Amendment are the act of the Corporation, and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:				DFA INVESTMENT DIMENSIONS GROUP INC.

/s/ Catherine L. Newell				By: /s/ Julie C. Henderson (SEAL)
Catherine L. Newell				Julie C. Henderson
Secretary				Vice President

Articles of Amendment

DFA Investment Dimensions Group Inc.

DFA Investment Dimensions Group Inc., a Maryland corporation (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : The Charter of the Corporation is hereby amended to (a) change the par value of the Class R1 Shares of the U.S. Targeted Value Portfolio (the “Targeted Portfolio”) series of the Corporation’s capital stock from $0.01469292 per share to $0.01 per share, and (b) change the par value of the Class R2 Shares of the Targeted Portfolio series of the Corporation’s capital stock from $0.01394117 per share to $0.01 per share. In that regard, from and after the Effective Time (as hereinafter defined), the first five sentences of Article Fifth, Section 5.1 of the Charter are hereby deleted in their entirety and in lieu thereof the following sentence is substituted:

“Section 5.1. Authorized Shares. The Corporation shall have the authority to issue Sixty Billion (60,000,000,000) shares of capital stock, with a par value of $0.01 per share, for an aggregate par value of Six Hundred Million Dollars ($600,000,000).”

SECOND : The amendment described above was approved by a majority of the entire Board of Directors of the Corporation. The amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.

THIRD : These Articles of Amendment shall become effective at 3:59 p.m. Eastern Time on November 19, 2010 (the “Effective Time”).

[The rest of this page is intentionally blank.]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 18 ^th day of November, 2010; and its Vice President acknowledges that these Articles of Amendment are the act of the Corporation, and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000


Series Designation	Number of Shares

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,800,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,000,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000


Classes	Number of Shares

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000


Classes	Number of Shares

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Class R2A		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000


Classes	Number of Shares

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SECOND : The Board of Directors of the Corporation has adopted a resolution reclassifying One Hundred Million (100,000,000) shares of capital stock with a par value of One Cent ($0.01) per share of the Corporation previously classified and allocated to the Class of capital stock, designated as “Emerging Markets Value Portfolio Shares – Class R2,” and the Board of Directors of the Corporation has reclassified and reallocated such shares of capital stock with a par value of One Cent ($0.01) per share of the Corporation as unallocated and unissued capital stock of the Corporation.

THIRD : Following the aforesaid classifications, allocations, and designations, the Corporation has the authority to issue Sixty Billion (60,000,000,000) shares of capital stock, with a par value of One Cent ($0.01) per share, having an aggregate par value of Six Hundred Million Dollars ($600,000,000), which shares of capital stock have been designated and classified into the following sixty Series:


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Five-Year Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000


Series Designation	Number of Shares

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000


Series Designation	Number of Shares

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,100,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Five-Year Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Government Portfolio Shares – Institutional Class		500,000,000

The DFA Five-Year Government Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000


Classes	Number of Shares

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000


Classes	Number of Shares

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2A		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000


Classes	Number of Shares

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

FOURTH : The shares of capital stock designated, allocated and classified pursuant to these Articles Supplementary shall have such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as are set forth in the charter of the Corporation.

SIXTH : These Articles Supplementary shall become effective upon filing.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 25th day of February, 2011; and its Vice President acknowledges that these Articles Supplementary are the act of DFA Investment Dimensions Group Inc., and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES OF AMENDMENT

DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation, having its principal office in Baltimore, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

SECOND: The Charter of the Corporation is hereby amended to change the name of the Class of capital stock of the Corporation presently designated as the “Emerging Markets Value Portfolio- Class R2A Shares” to the “Emerging Markets Value Portfolio- Class R2 Shares.”

THIRD: The Charter of the Corporation is hereby amended to change the name of the Series of the Corporation presently designated as the “DFA Five-Year Government Portfolio” to the “DFA Short-Term Government Portfolio.”

FOURTH: The foregoing amendment to the Charter of the Corporation as set forth above has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law and is limited to a change that is expressly permitted by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.

FIFTH: The amendment to the Charter of the Corporation as set forth above does not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the Series of the Corporation that is the subject of the amendment.

SIXTH: These Articles of Amendment shall become effective on February 28, 2011.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 25th day of February, 2011; and its Vice President acknowledges that these Articles of Amendment are the act of DFA Investment Dimensions Group Inc., and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	/s/ Catherine L. Newell	By:	/s/ Valerie A. Brown
	Catherine L. Newell, Secretary		Valerie A. Brown, Vice President

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Short-Term Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000


Series Designation	Number of Shares

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

In addition, 14,100,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Short-Term Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Short-Term Government Portfolio Shares – Institutional Class		500,000,000

The DFA Short-Term Government Portfolio Shares – Class R1		100,000,000

The DFA Short-Term Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Institutional Class		1,500,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000


Classes	Number of Shares

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000


Classes	Number of Shares

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SECOND : The Board of Directors of the Corporation has adopted resolutions classifying and allocating Three Hundred Million (300,000,000) shares of the unallocated and unissued shares of capital stock with a par value of One Cent ($0.01) per share as follows: One Hundred Million (100,000,000) shares of capital stock were allocated to the Series designated as “DFA California Intermediate-Term Municipal Bond Portfolio Shares”; One Hundred Million (100,000,000) shares of capital stock were allocated to the Series designated as “DFA Investment Grade Portfolio Shares;” and One Hundred Million (100,000,000) shares of capital stock were allocated to the Series designated as “Long-Term Real Return Fixed Income Portfolio Shares.”


Series Designation	Number of Shares

U.S. Micro Cap Portfolio Institutional Shares		1,500,000,000

The DFA One-Year Fixed Income Portfolio Shares		2,200,000,000

The DFA Short-Term Government Portfolio Shares		700,000,000

The United Kingdom Small Company Portfolio Institutional Shares		100,000,000

The Japanese Small Company Portfolio Institutional Shares		100,000,000

The Continental Small Company Portfolio Institutional Shares		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares		900,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares		1,700,000,000

Asia Pacific Small Company Portfolio Institutional Shares		100,000,000

The Large Cap International Portfolio Shares		700,000,000

U.S. Small Cap Portfolio Shares		1,200,000,000

U.S. Small Cap Value Portfolio Institutional Shares		1,700,000,000

The U.S. Large Cap Value Portfolio Shares		2,200,000,000

The DFA Real Estate Securities Portfolio Shares		900,000,000

LWAS/DFA International High Book to Market Portfolio Shares		200,000,000

The Emerging Markets Portfolio Shares		700,000,000

DFA International Small Cap Value Portfolio Institutional Shares		2,300,000,000


Series Designation	Number of Shares

VA U.S. Large Value Portfolio Shares		100,000,000

VA Global Bond Portfolio Shares		100,000,000

VA U.S. Targeted Value Portfolio Shares		100,000,000

VA International Value Portfolio Shares		100,000,000

VA International Small Portfolio Shares		100,000,000

VA Short-Term Fixed Portfolio Shares		100,000,000

Enhanced U.S. Large Company Portfolio Shares		500,000,000

DFA Two-Year Global Fixed Income Portfolio Shares		2,200,000,000

International Small Company Portfolio Shares		1,700,000,000

Emerging Markets Small Cap Portfolio Institutional Shares		500,000,000

U.S. Targeted Value Portfolio Shares		900,000,000

Emerging Markets Value Portfolio Shares		1,700,000,000

Tax-Managed U.S. Targeted Value Portfolio Shares		700,000,000

Tax-Managed U.S. Small Cap Portfolio Shares		500,000,000

Tax-Managed U.S. Marketwide Value Portfolio Shares		700,000,000

Tax-Managed DFA International Value Portfolio Shares		700,000,000

Tax-Managed U.S. Equity Portfolio Shares		500,000,000

DFA Short-Term Municipal Bond Portfolio Institutional Shares		500,000,000

Emerging Markets Core Equity Portfolio Shares		1,200,000,000

U.S. Core Equity 1 Portfolio Shares		1,700,000,000

U.S. Core Equity 2 Portfolio Shares		2,500,000,000

U.S. Vector Equity Portfolio Shares		1,200,000,000

International Core Equity Portfolio Shares		2,200,000,000

Emerging Markets Social Core Equity Portfolio Shares		500,000,000

DFA Inflation-Protected Securities Portfolio Shares		700,000,000

DFA International Real Estate Securities Portfolio Shares		900,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		300,000,000


Series Designation	Number of Shares

T.A. U.S. Core Equity 2 Portfolio Institutional Shares		1,000,000,000

CSTG&E U.S. Social Core Equity 2 Portfolio Shares		300,000,000

CSTG&E International Social Core Equity Portfolio Shares		300,000,000

U.S. Social Core Equity 2 Portfolio Shares		300,000,000

U.S. Sustainability Core 1 Portfolio		300,000,000

International Sustainability Core 1 Portfolio		300,000,000

DFA Selectively Hedged Global Fixed Income Portfolio Institutional Shares		300,000,000

T.A. World ex U.S. Core Equity Portfolio Institutional Shares		500,000,000

DFA Global Real Estate Securities Portfolio		500,000,000

DFA International Value ex Tobacco Portfolio		300,000,000

International Vector Equity Portfolio		500,000,000

DFA Short-Term Extended Quality Portfolio Institutional Shares		500,000,000

DFA Intermediate-Term Extended Quality Portfolio Institutional Shares		300,000,000

DFA VA Global Moderate Allocation Portfolio Shares		100,000,000

World ex U.S. Value Portfolio Shares		100,000,000

DFA Commodity Strategy Portfolio Shares		100,000,000

DFA California Short-Term Municipal Bond Portfolio Institutional Shares		100,000,000

DFA Investment Grade Portfolio Institutional Shares		100,000,000

DFA Long-Term Real Return Fixed Income Portfolio Institutional Shares		100,000,000

In addition, 13,800,000,000 shares of capital stock of the Corporation remain unallocated and undesignated.

The shares of capital stock of the Corporation with a par value of One Cent ($0.01) per share allocated to the following Series:

The DFA One-Year Fixed Income Portfolio Shares;

The DFA Short-Term Government Portfolio Shares;

The DFA Intermediate Government Fixed Income Portfolio Shares;

The DFA Five-Year Global Fixed Income Portfolio Shares;

The Large Cap International Portfolio Shares;

U.S. Small Cap Portfolio Shares;

The U.S. Large Cap Value Portfolio Shares;

The DFA Real Estate Securities Portfolio Shares;

The Emerging Markets Portfolio Shares;

Enhanced U.S. Large Company Portfolio Shares;

DFA Two-Year Global Fixed Income Portfolio Shares;

International Small Company Portfolio Shares;

U.S. Targeted Value Portfolio Shares;

Emerging Markets Value Portfolio Shares;

Emerging Markets Core Equity Portfolio Shares;

U.S. Core Equity 1 Portfolio Shares;

U.S. Core Equity 2 Portfolio Shares;

U.S. Vector Equity Portfolio Shares;

International Core Equity Portfolio Shares;

DFA Inflation-Protected Securities Portfolio Shares; and

DFA International Real Estate Securities Portfolio Shares;

have been further subdivided into the following Classes:


Classes	Number of Shares

The DFA One-Year Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA One-Year Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Short-Term Government Portfolio Shares – Institutional Class		500,000,000

The DFA Short-Term Government Portfolio Shares – Class R1		100,000,000

The DFA Short-Term Government Portfolio Shares – Class R2		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Institutional Class		700,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Intermediate Government Fixed Income Portfolio Shares – Class R2		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares –		1,500,000,000


Classes	Number of Shares

Institutional Class

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

The DFA Five-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

The Large Cap International Portfolio Shares – Institutional Class		500,000,000

The Large Cap International Portfolio Shares – Class R1		100,000,000

The Large Cap International Portfolio Shares – Class R2		100,000,000

U.S. Small Cap Portfolio Shares – Institutional Class		1,000,000,000

U.S. Small Cap Portfolio Shares – Class R1		100,000,000

U.S. Small Cap Portfolio Shares – Class R2		100,000,000

The U.S. Large Cap Value Portfolio Shares – Institutional Class		2,000,000,000

The U.S. Large Cap Value Portfolio Shares – Class R1		100,000,000

The U.S. Large Cap Value Portfolio Shares – Class R2		100,000,000

The DFA Real Estate Securities Portfolio Shares – Institutional Class		700,000,000

The DFA Real Estate Securities Portfolio Shares – Class R1		100,000,000

The DFA Real Estate Securities Portfolio Shares – Class R2		100,000,000

The Emerging Markets Portfolio Shares – Institutional Class		500,000,000

The Emerging Markets Portfolio Shares – Class R1		100,000,000

The Emerging Markets Portfolio Shares – Class R2		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Institutional Class		300,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R1		100,000,000

Enhanced U.S. Large Company Portfolio Shares – Class R2		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Institutional Class		2,000,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R1		100,000,000

DFA Two-Year Global Fixed Income Portfolio Shares – Class R2		100,000,000

International Small Company Portfolio Shares – Institutional Class		1,500,000,000


Classes	Number of Shares

International Small Company Portfolio Shares – Class R1		100,000,000

International Small Company Portfolio Shares – Class R2		100,000,000

U.S. Targeted Value Portfolio Shares – Institutional Class		700,000,000

U.S. Targeted Value Portfolio Shares – Class R1		100,000,000

U.S. Targeted Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Value Portfolio Shares – Institutional Class		1,500,000,000

Emerging Markets Value Portfolio Shares – Class R1		100,000,000

Emerging Markets Value Portfolio Shares – Class R2		100,000,000

Emerging Markets Core Equity Portfolio Shares – Institutional Class		1,000,000,000

Emerging Markets Core Equity Portfolio Shares – Class R1		100,000,000

Emerging Markets Core Equity Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 1 Portfolio Shares – Institutional Class		1,500,000,000

U.S. Core Equity 1 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 1 Portfolio Shares – Class R2		100,000,000

U.S. Core Equity 2 Portfolio Shares – Institutional Class		2,300,000,000

U.S. Core Equity 2 Portfolio Shares – Class R1		100,000,000

U.S. Core Equity 2 Portfolio Shares – Class R2		100,000,000

U.S. Vector Equity Portfolio Shares – Institutional Class		1,000,000,000

U.S. Vector Equity Portfolio Shares – Class R1		100,000,000

U.S. Vector Equity Portfolio Shares – Class R2		100,000,000

International Core Equity Portfolio Shares – Institutional Class		2,000,000,000

International Core Equity Portfolio Shares – Class R1		100,000,000

International Core Equity Portfolio Shares – Class R2		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Institutional Class		500,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R1		100,000,000

DFA Inflation-Protected Securities Portfolio Shares – Class R2		100,000,000

DFA International Real Estate Securities Portfolio Shares –		700,000,000


Classes	Number of Shares

Institutional Class

DFA International Real Estate Securities Portfolio Shares – Class R1		100,000,000

DFA International Real Estate Securities Portfolio Shares – Class R2		100,000,000

SIXTH : These Articles Supplementary shall become effective upon filing.

[signatures begin on next page]

IN WITNESS WHEREOF, DFA Investment Dimensions Group Inc. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Secretary on this 25th day of February, 2011; and its Vice President acknowledges that these Articles Supplementary are the act of DFA Investment Dimensions Group Inc., and she further acknowledges that, as to all matters or facts set forth herein which are required to be verified under oath, such matters and facts are true in all material respects to the best of her knowledge, information and belief, and that this statement is made under the penalties for perjury.


ATTEST:		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	/s/ Catherin L. Newell	By:	/s/ Valerie A. Brown
	Catherine L. Newell, Secretary		Valerie A. Brown, Vice President

DFA INVESTMENT DIMENSIONS GROUP INC.

DIMENSIONAL RETIREMENT EQUITY FUND II

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this day of , 2011, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the “Fund”), and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the “Advisor”).

1. Duties of Advisor. The Fund hereby employs the Advisor to manage the investment and reinvestment of the assets of the Dimensional Retirement Equity Fund II (the “Portfolio”), to continuously review, supervise, and administer the Portfolio’s investment program, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio’s assets to be uninvested, to provide the Fund with records concerning the Advisor’s activities which the Fund is required to maintain, and to render regular reports to the Fund’s officers and the Board of Directors of the Fund, all in compliance with the objectives, policies, and limitations set forth in the Portfolio’s prospectus and applicable laws and regulations. The Advisor accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services described herein on the terms and for the compensation provided herein.

2. Portfolio Transactions. The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best effort to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Advisor’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 of this Agreement, the Fund shall pay to the Advisor, at the end of each month, a fee equal to one-twelfth of 0.30% of the Portfolio’s net assets. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.

4. Other Services. At the request of the Fund, the Advisor, in its discretion, may make available to the Fund office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel, and services shall be provided for or rendered by the Advisor and billed to the Fund at the Advisor’s cost and, where applicable, the cost thereof shall be apportioned among the several Portfolios of the Fund proportionate to their respective utilization thereof.

5. Reports. The Fund and the Advisor agree to furnish to each other information with regard to their respective affairs as each may reasonably request.

6. Status of the Advisor. The services of the Advisor to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Advisor shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

7. Liability of Advisor. No provision of this Agreement shall be deemed to protect the Advisor against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

8. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Advisor, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Advisor (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Advisor are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Advisor (or any successor) is or may be interested in the Fund as a shareholder or otherwise and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”).

9. Duration and Termination. This Agreement shall become effective on , 2011 (the “Effective Date”) and shall continue in effect until , 2013, and thereafter, only if such continuance is approved at least annually by a vote of the Fund’s Board of Directors, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the respective outstanding voting securities of the Portfolio.

This Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Directors of the Fund or by vote of the holders of a majority of the respective outstanding voting securities of the Portfolio, on sixty days written notice to the Advisor.

This Agreement shall automatically terminate in the event of its assignment.

This Agreement may be terminated by the Advisor after ninety (90) days’ written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

As used in this section, the terms “assignment,” “interested persons,” and a “vote of the holders of majority of the outstanding securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.

10. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this day of , 2011.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:
	Name		Name
	Title		Title

DFA INVESTMENT DIMENSIONS GROUP INC.

DIMENSIONAL RETIREMENT FIXED INCOME FUND I

INVESTMENT ADVISORY AGREEMENT

1. Duties of Advisor. The Fund hereby employs the Advisor to manage the investment and reinvestment of the assets of the Dimensional Retirement Fixed Income Fund I (the “Portfolio”), to continuously review, supervise, and administer the Portfolio’s investment program, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio’s assets to be uninvested, to provide the Fund with records concerning the Advisor’s activities which the Fund is required to maintain, and to render regular reports to the Fund’s officers and the Board of Directors of the Fund, all in compliance with the objectives, policies, and limitations set forth in the Portfolio’s prospectus and applicable laws and regulations. The Advisor accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services described herein on the terms and for the compensation provided herein.

5. Reports. The Fund and the Advisor agree to furnish to each other information with regard to their respective affairs as each may reasonably request.

This Agreement shall automatically terminate in the event of its assignment.

This Agreement may be terminated by the Advisor after ninety (90) days’ written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

10. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this day of , 2011.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:
	Name		Name
	Title		Title

DFA INVESTMENT DIMENSIONS GROUP INC.

DIMENSIONAL RETIREMENT FIXED INCOME FUND II

INVESTMENT ADVISORY AGREEMENT

1. Duties of Advisor. The Fund hereby employs the Advisor to manage the investment and reinvestment of the assets of the Dimensional Retirement Fixed Income Fund II (the “Portfolio”), to continuously review, supervise, and administer the Portfolio’s investment program, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio’s assets to be uninvested, to provide the Fund with records concerning the Advisor’s activities which the Fund is required to maintain, and to render regular reports to the Fund’s officers and the Board of Directors of the Fund, all in compliance with the objectives, policies, and limitations set forth in the Portfolio’s prospectus and applicable laws and regulations. The Advisor accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services described herein on the terms and for the compensation provided herein.

2. Portfolio Transactions. The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best effort to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Advisor’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 of this Agreement, the Fund shall pay to the Advisor, at the end of each month, a fee equal to one-twelfth of 0.30% of the Portfolio’s net assets. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.

4. Other Services. At the request of the Fund, the Advisor, in its discretion, may make available to the Fund office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel, and services shall be provided for or rendered by the Advisor and billed to the Fund at the Advisor’s cost and, where applicable, the cost thereof shall be apportioned among the several Portfolios of the Fund proportionate to their respective utilization thereof.

5. Reports. The Fund and the Advisor agree to furnish to each other information with regard to their respective affairs as each may reasonably request.

6. Status of the Advisor. The services of the Advisor to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Advisor shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

7. Liability of Advisor. No provision of this Agreement shall be deemed to protect the Advisor against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

8. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Advisor, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Advisor (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Advisor are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Advisor (or any successor) is or may be interested in the Fund as a shareholder or otherwise and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”).

9. Duration and Termination. This Agreement shall become effective on , 2011 (the “Effective Date”) and shall continue in effect until , 2013, and thereafter, only if such continuance is approved at least annually by a vote of the Fund’s Board of Directors, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Fund; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the respective outstanding voting securities of the Portfolio.

This Agreement shall automatically terminate in the event of its assignment.

This Agreement may be terminated by the Advisor after ninety (90) days’ written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

10. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this day of , 2011.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:
	Name		Name
	Title		Title

DFA INVESTMENT DIMENSIONS GROUP INC.

DIMENSIONAL RETIREMENT FIXED INCOME FUND III

INVESTMENT ADVISORY AGREEMENT

1. Duties of Advisor. The Fund hereby employs the Advisor to manage the investment and reinvestment of the assets of the Dimensional Retirement Fixed Income Fund III (the “Portfolio”), to continuously review, supervise, and administer the Portfolio’s investment program, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio’s assets to be uninvested, to provide the Fund with records concerning the Advisor’s activities which the Fund is required to maintain, and to render regular reports to the Fund’s officers and the Board of Directors of the Fund, all in compliance with the objectives, policies, and limitations set forth in the Portfolio’s prospectus and applicable laws and regulations. The Advisor accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services described herein on the terms and for the compensation provided herein.

5. Reports. The Fund and the Advisor agree to furnish to each other information with regard to their respective affairs as each may reasonably request.

This Agreement shall automatically terminate in the event of its assignment.

This Agreement may be terminated by the Advisor after ninety (90) days’ written notice to the Fund.

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

10. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this day of , 2011.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:
	Name		Name
	Title		Title

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

This Amended and Restated Distribution Agreement is made as of March , 2011, between DFA Investment Dimensions Group Inc. (the “Fund”), a Maryland corporation, and DFA Securities LLC (“DFA Securities”), a Delaware limited liability company, as the successor to DFA Securities Inc.

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and currently offers shares of common stock (“Shares”) in distinct series (the “Series”), which correspond to distinct portfolios; and

WHEREAS, DFA Securities is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and is registered as a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended; and

WHEREAS, the Fund desires to retain DFA Securities to serve as principal underwriter in connection with the offering and sale of Shares of the above-referenced Series and of such other series as may hereafter be designated by the Board of Directors, which Series may have one or more classes of shares, including Institutional Class Shares, Class R1 Shares, Class R10 Shares, Class R25 Shares, and Class R40 Shares; and

WHEREAS, the Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Class R10 Shares, Class R25 Shares, and Class R40 Shares (the “Plan”) of the Series; and

WHEREAS, DFA Securities is willing to act as principal underwriter of the Shares of each such Series and class, if any, on the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows:

(1) The Fund hereby appoints DFA Securities as its agent to be the principal underwriter of the Fund to sell and to arrange for the sale of Shares of the Series on the terms and for the period set forth in this Agreement. DFA Securities hereby accepts such appointment and agrees to act hereunder, and pursuant to the Fund’s Registration Statement filed with the SEC on Form N-1A (SEC File No. 811-3258, 2-73948), as amended from time to time, during the term of this Agreement.

(2) Sales of the Shares shall be effected in the manner provided for in the then current prospectus of the Fund and in the account registration forms provided by the Fund to DFA Securities.

(3) In carrying out its responsibilities under this Agreement, DFA Securities shall use its best efforts to ensure that persons engaged as Regional Directors and Regional Representatives of DFA Securities comply with applicable Federal and state regulatory

requirements regarding the sales of securities, and with applicable provisions of the Conduct Rules of FINRA.

(4) DFA Securities will utilize its best efforts to encourage and promote the sale of the Shares and, to this end, at its own expense, may prepare and disseminate research and resource material as may be reasonably necessary or desirable to promote the sale of the Shares. Any such material which refers to the Fund shall be approved in writing by an executive officer of the Fund prior to dissemination.

(5) The Fund shall be responsible for, and shall bear the costs of, registration of the Shares under applicable Federal and state securities laws. DFA Securities shall be responsible for, and shall bear the cost of, its own registration as a securities dealer under Federal and state law and of its membership in FINRA and the cost of prospectuses provided to persons who are not stockholders of the Fund.

(6) DFA Securities may undertake appropriate distribution activities that DFA Securities deems reasonable, which are primarily intended to result in the sale of Shares. Subject to the supervisory authority of the Directors of the Fund, and on such terms as are authorized by the Fund, DFA Securities may enter into servicing and/or selling agreements with qualified dealers, financial intermediaries or other appropriate third-parties with respect to the offering of Shares to the public.

(7) DFA Securities shall supervise the Fund’s customer identification program (“CIP”) with respect to shareholders (i.e., customers) of the Fund’s series, including supervising any service provider of the Fund who has been delegated responsibility to implement any portion of CIP. DFA Securities also will assist in maintaining the books and records relating to the Fund’s and its service provider’s performance of CIP.

(8) The rights granted to DFA Securities shall be non-exclusive in that the Fund reserves the right to sell the Shares to investors on applications received and accepted by the Fund. Further, the Fund reserves the right to issue Shares in connection with (a) the merger or consolidation of the assets of, or acquisition by the Fund through purchase or otherwise, with any other investment company, trust or personal holding company; (b) the payment or reinvestment of dividends or distributions; or (c) any offer of exchange permitted by Section 11 of the 1940 Act.

(9) The Fund shall compensate DFA Securities for the services provided with respect to the Class R10 Shares, Class R25 Shares, and/or Class R40 Shares of the Series pursuant to the rates and under the terms and conditions of the Plan. The compensation provided pursuant to the Plan may be divided into a distribution fee and a services fee as set forth in the Plan and the Fund’s current Registration Statement, each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions of the Plan, any distribution fee with respect to the sale of a Share subject to the Plan shall be earned when such Share is sold and shall be payable, from time to time, as provided in the Plan.

(10) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the above-written date. Thereafter, if not terminated, this

- 2 -

Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Directors of the Fund who are not “interested persons” (as that term is defined in the 1940 Act), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board of Directors.

(11) This Agreement shall terminate automatically in the event of its assignment and may be terminated by either party without penalty upon sixty days’ written notice.

(12) Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other to the party giving notice: if to the Fund, at 6300 Bee Cave Road, Building One, Austin, Texas 78746, and if to DFA Securities, at 6300 Bee Cave Road, Building One, Austin, Texas 78746.

(13) This Agreement shall be construed in accordance with the laws of the State of Delaware and the provisions of the 1940 Act. To the extent that the laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control.

IN WITNESS WHEREOF, the Fund and DFA Securities have caused this Amended and Restated Distribution Agreement to be executed by their respective officers thereunto duly authorized, as of the day and year above written.


		DFA INVESTMENT DIMENSIONS GROUP INC.

		By:

		DFA SECURITIES LLC

Dated:	March 31, 1989, as amended and	By:
	restated December 19, 2003,
	December 27, 2007, April 6, 2009,
	and March 22, 2011.

- 3 -

FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT

FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT, dated as of , 2011, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the “Fund”), on behalf of Dimensional Retirement Fixed Income Fund I, Dimensional Retirement Fixed Income Fund II, and Dimensional Retirement Equity Fund II (each a “Portfolio”), and Dimensional Fund Advisors LP , a Delaware limited partnership (“Dimensional”).

WHEREAS, Dimensional has entered into an Investment Advisory Agreement with the Fund, on behalf of each Portfolio, pursuant to which Dimensional provides investment management services for the Portfolio, and for which Dimensional is compensated based on the average net assets of such Portfolio; and

WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to limit the expenses of the Portfolio;

NOW, THEREFORE, the parties hereto agree as follows:

Fee Waiver and Expense Assumption by Dimensional . Dimensional agrees to waive up to the full amount of a Portfolio’s management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by Dimensional (the “Underlying Funds”). In addition, Dimensional also agrees to waive all or a portion of the management fee and to assume the expenses of a class of a Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of a Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of a Portfolio on an annualized basis.

Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund.

Duration and Termination . This Agreement shall continue in effect through February 28, 2013, and shall continue in effect from year to year thereafter, unless and until the Fund or Dimensional notifies the other party to the Agreement, at least thirty days prior to the end of the one-year period for the Portfolio, of its intention to terminate the Agreement. This Agreement shall automatically terminate upon the termination of the Investment Advisory Agreement for the Portfolio.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:


Name:						Name:


Title:						Title:

FEE WAIVER AND

EXPENSE ASSUMPTION AGREEMENT

FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT, effective as of , 2011, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the “Fund”), on behalf of Dimensional Retirement Fixed Income Fund III (the “Portfolio”), and Dimensional Fund Advisors LP , a Delaware limited partnership (“Dimensional”).

WHEREAS, Dimensional has entered into an Investment Advisory Agreement with the Fund, on behalf of the Portfolio, pursuant to which Dimensional provides investment management services for the Portfolio, and for which Dimensional is compensated based on the average net assets of such Portfolio; and

WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of the Portfolio and its shareholders to limit the expenses of the Portfolio;

NOW, THEREFORE, the parties hereto agree as follows:

Fee Waiver and Expense Assumption by Dimensional . Dimensional agrees to waive all or a portion of its management fee and to assume the expenses of each class of the Portfolio to the extent necessary to limit the ordinary operating expenses of a class of the Portfolio (not including expenses incurred through an investment in other investment companies and any applicable 12b-1 fees) (“Portfolio Expenses”) of a class of the Portfolio so that such Portfolio Expenses do not exceed 0.40% of the average net assets of a class of the Portfolio on an annualized basis.

Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


DIMENSIONAL FUND ADVISORS LP		DFA INVESTMENT DIMENSIONS GROUP INC.

By:	DIMENSIONAL HOLDINGS INC., General Partner

By:		By:


Name:						Name:


Title:						Title:

FORM OF

DISTRIBUTION PLAN

DFA INVESTMENT DIMENSIONS GROUP INC.

Preamble to the Distribution Plan

The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), by DFA Investment Dimensions Group Inc. (the “Company”), an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to the Class R10 shares, the Class R25 shares, and the Class R40 shares of those portfolios of the Company (each a “Fund”) that are identified in Exhibit A to this Plan, as amended from time to time. (Each of the Class R10 shares, the Class R25 shares, and the Class R40 shares is a “Class,” and together, the “Classes.”) The Plan has been approved by a majority of the Board of Directors of the Company (the “Board”), including a majority of the Directors who are not interested persons (as defined in the 1940 Act) of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any of the agreements related to the Plan (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on the Plan. The approval of the Plan included a determination by the Board, including the Independent Directors, that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit each Fund and the shareholders of each Class of the Fund.

Distribution Plan

1. The Company, on behalf of each Class of each Fund, shall pay to DFA Securities LLC (“DFAS”), the Funds’ principal underwriter, as compensation for its services or for payments by DFAS to financial intermediaries or others, or the Fund shall pay directly to others, a quarterly fee not to exceed the maximum fees per annum of each Class’s average daily net assets represented by shares of the Class, as may be determined by the Company’s Board from time to time, as distribution and/or service fees, subject to the maximums set forth below, pursuant to distribution and servicing agreements, forms of which have been approved from time to time by the Board, including the Independent Directors.

Subject to the limitations on the payment of asset-based sales charges set forth in Section 2830 of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”), the Funds may pay amounts not exceeding, on an annual basis, a maximum amount of:

(a)

10 basis points (0.10%) of the average daily net assets of the Class R10 shares of each applicable Fund; and

(b)

25 basis points (0.25%) of the average daily net assets of the Class R25 shares of each applicable Fund; and

(c)

40 basis points (0.40%) of the average daily net assets of the Class R40 shares of each applicable Fund.

Such compensation shall be calculated and accrued daily and payable monthly or at such other intervals as the Board may determine. These fees will be paid to DFAS for activities or expenses primarily intended to result in the sale or servicing of shares of the respective Class(es). Except as specifically designated above, the fees may be used as either distribution fees or servicing fees to the extent that the fees fit the descriptions below.

2. (a) The monies paid to DFAS pursuant to Paragraph 1 above may be treated as compensation for DFAS’s distribution-related or other services, including compensation for amounts advanced to financial intermediaries or their firms or others (including retirement plan recordkeepers) selling shares of the applicable Class who have executed an agreement with the Company, DFAS, or their affiliates, which form of agreement has been approved from time to time by the Board, including the Independent Directors. In addition, DFAS may use such monies paid to it pursuant to Paragraph 1 above to assist in the distribution and promotion of shares of each Class. Such payments made to DFAS under the Plan may be used for, among other things, the printing of prospectuses and reports used for sales purposes; expenses of preparing and distributing sales literature (and any related expenses); advertisements; other distribution-related expenses; additional distribution fees paid to financial intermediaries or their firms or others (including retirement plan recordkeepers) who have executed agreements with the Company, DFAS, or their affiliates; certain promotional distribution charges paid to financial intermediary firms or others; participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance; advertising; educating financial intermediaries’ personnel about each Fund and shareholder financial planning needs; placement on financial intermediaries’ lists of offered funds; access to sales meetings; shareholder meetings for class-specific matters; sales representatives and management representatives of financial intermediaries; participation in and/or presentation at conferences or seminars; sales or training programs for invited financial intermediary representatives and other employees; client and investor events and other financial intermediary-sponsored events; and ticket charges.

(b) The monies paid to DFAS or others pursuant to Paragraph 1 above also may be used to pay DFAS, financial intermediaries, or others (including retirement plan recordkeepers) for, among other things, furnishing investor services and maintaining shareholder or beneficial owner accounts, which services include, among other things, assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from a Fund on behalf of customers; forwarding certain shareholder communications from a Fund to customers; receiving and answering correspondence; and aiding in maintaining the investment of their respective customers in the Class.

3. DFAS or any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Plan and any related agreement shall furnish to the Board for its review, on at least a quarterly basis, a written report of the monies paid to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.

4. Unless sooner terminated pursuant to Paragraphs 5 or 6, the Plan and any agreements related to the Plan shall continue in effect with respect to a Class of a Fund for a period of one year from the date it takes effect with respect to the Class of the Fund and thereafter, only so long as such continuance is specifically approved at least annually by a vote of the Board, including the Independent Directors, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.

5. The Plan may be terminated with respect to a Class of a Fund at any time by vote of a majority of the Independent Directors or by vote of a majority of the outstanding voting securities of the Class, as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3).

6. Any agreement with any person relating to the implementation of this Plan shall be in writing, and shall provide:

(a)

that such agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Directors or by vote of a majority of the outstanding voting securities of the applicable Class on not more than sixty (60) days’ written notice to any other party to the agreement; and

(b)

that such agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

7. The Plan may not be amended to increase materially the amount to be spent for distribution pursuant to Paragraph 1 above without approval by a majority of a Fund’s outstanding voting securities of the affected Class (as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3)).

8. All material amendments to the Plan shall be approved by a vote of the Board, including the Independent Directors, cast in person at a meeting called for the purpose of voting on the Plan.

9. The provisions of this Plan are severable for each Class of each Fund and any action required hereunder must be taken separately for each Class covered hereby.

10. So long as the Plan is in effect, the Board shall satisfy the fund governance standards included in Rule 0-1(a)(7) under the 1940 Act, including that the selection and nomination of the Company’s Independent Directors shall be committed to the discretion of such incumbent Independent Directors.

11. The Company shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 for a period of not less than six years from the date of this Plan; any such agreement or any such report, as the case may be, the first two years in an easily accessible place.

This Plan and the terms and provisions thereof are hereby accepted and agreed to by the Company, on behalf of each Class of each Fund, respectively, and DFAS, as evidenced by their execution hereof.

DFA INVESTMENT DIMENSIONS GROUP INC.,

on behalf of the Funds listed on Exhibit A hereto



By:

Title:

DFA SECURITIES LLC

By:

Title:

Dated: March 22, 2011.

EXHIBIT A


Fund		Classes
U.S. Micro Cap Portfolio		Class R10, Class R25, and Class R40
DFA One-Year Fixed Income Portfolio		Class R10, Class R25, and Class R40
DFA Short-Term Government Portfolio		Class R10, Class R25, and Class R40
United Kingdom Small Company Portfolio		Class R10, Class R25, and Class R40
Japanese Small Company Portfolio		Class R10, Class R25, and Class R40
Continental Small Company Portfolio		Class R10, Class R25, and Class R40
DFA Intermediate Government Fixed Income Portfolio		Class R10, Class R25, and Class R40
DFA Five-Year Global Fixed Income Portfolio		Class R10, Class R25, and Class R40
Asia Pacific Small Company Portfolio		Class R10, Class R25, and Class R40
Large Cap International Portfolio		Class R10, Class R25, and Class R40
U.S. Small Cap Portfolio		Class R10, Class R25, and Class R40
U.S. Small Cap Value Portfolio Institutional		Class R10, Class R25, and Class R40
U.S. Large Cap Value Portfolio		Class R10, Class R25, and Class R40
DFA Real Estate Securities Portfolio		Class R10, Class R25, and Class R40
LWAS/DFA International High Book to Market Portfolio		Class R10, Class R25, and Class R40
Emerging Markets Portfolio		Class R10, Class R25, and Class R40
DFA International Small Cap Value Portfolio		Class R10, Class R25, and Class R40
VA U.S. Large Value Portfolio		Class R10, Class R25, and Class R40
VA Global Bond Portfolio		Class R10, Class R25, and Class R40
VA U.S. Targeted Value Portfolio		Class R10, Class R25, and Class R40
VA International Value Portfolio		Class R10, Class R25, and Class R40
VA International Small Portfolio		Class R10, Class R25, and Class R40
VA Short-Term Fixed Portfolio		Class R10, Class R25, and Class R40
Enhanced U.S. Large Company Portfolio		Class R10, Class R25, and Class R40
DFA Two-Year Global Fixed Income Portfolio		Class R10, Class R25, and Class R40
International Small Company Portfolio		Class R10, Class R25, and Class R40
Emerging Markets Small Cap Portfolio		Class R10, Class R25, and Class R40
U.S. Targeted Value Portfolio		Class R10, Class R25, and Class R40
Emerging Markets Value Portfolio		Class R10, Class R25, and Class R40
Emerging Markets Core Equity Portfolio		Class R10, Class R25, and Class R40
Tax-Managed U.S. Targeted Value Portfolio		Class R10, Class R25, and Class R40
Tax-Managed U.S. Small Cap Portfolio		Class R10, Class R25, and Class R40
Tax-Managed U.S. Marketwide Value Portfolio		Class R10, Class R25, and Class R40
Tax-Managed DFA International Value Portfolio		Class R10, Class R25, and Class R40
Tax-Managed U.S. Equity Portfolio		Class R10, Class R25, and Class R40
DFA Short-Term Municipal Bond Portfolio		Class R10, Class R25, and Class R40
U.S. Core Equity 1 Portfolio		Class R10, Class R25, and Class R40
U.S. Core Equity 2 Portfolio		Class R10, Class R25, and Class R40
U.S. Vector Equity Portfolio		Class R10, Class R25, and Class R40
International Core Equity Portfolio		Class R10, Class R25, and Class R40
Emerging Markets Social Core Equity Portfolio		Class R10, Class R25, and Class R40
DFA Inflation-Protected Securities Portfolio		Class R10, Class R25, and Class R40
DFA International Real Estate Securities Portfolio		Class R10, Class R25, and Class R40
DFA California Short-Term Municipal Bond Portfolio		Class R10, Class R25, and Class R40
T.A. U.S. Core Equity 2 Portfolio		Class R10, Class R25, and Class R40
CSTG&E U.S. Social Core Equity 2 Portfolio		Class R10, Class R25, and Class R40
CSTG&E International Social Core Equity Portfolio		Class R10, Class R25, and Class R40
U.S. Social Core Equity 2 Portfolio		Class R10, Class R25, and Class R40
U.S. Sustainability Core 1 Portfolio		Class R10, Class R25, and Class R40
International Sustainability Core 1 Portfolio		Class R10, Class R25, and Class R40
DFA Selectively Hedged Global Fixed Income Portfolio		Class R10, Class R25, and Class R40
T.A. World ex U.S. Core Equity Portfolio		Class R10, Class R25, and Class R40
DFA Global Real Estate Securities Portfolio		Class R10, Class R25, and Class R40
DFA International Value ex Tobacco Portfolio		Class R10, Class R25, and Class R40
International Vector Equity Portfolio		Class R10, Class R25, and Class R40
DFA Short-Term Extended Quality Portfolio		Class R10, Class R25, and Class R40
DFA Intermediate-Term Extended Quality Portfolio		Class R10, Class R25, and Class R40


DFA VA Global Moderate Allocation Portfolio		Class R10, Class R25, and Class R40
World ex U.S. Value Portfolio		Class R10, Class R25, and Class R40
DFA Commodity Strategy Portfolio		Class R10, Class R25, and Class R40
DFA Investment Grade Portfolio		Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund III		Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund II		Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund I		Class R10, Class R25, and Class R40
Dimensional Retirement Equity Fund II		Class R10, Class R25, and Class R40

Dated: March 22, 2011.

FORM OF

SELECTED DEALER AGREEMENT

[DATE]

Dear Securities Dealer:

DFA Securities LLC (“we” or “us”) invites you to participate in the distribution of shares of the those portfolios/series (each a “Fund” and together the “Funds”) of DFA Investment Dimensions Group Inc. and Dimensional Investment Group Inc. for which Dimensional Fund Advisors LP (“Dimensional”) serves as investment adviser and/or administrator and for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement.

1. Licensing . You represent and warrant that you are a broker or dealer validly registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended, and a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and are presently licensed to the extent necessary by the appropriate regulatory agency of each jurisdiction in which you will offer and sell shares of the Funds. You agree that termination or suspension of such membership with FINRA at any time shall terminate or suspend this Agreement forthwith and shall require you to notify us in writing of such action. This Agreement is subject, in all respects, to the Conduct Rules of FINRA, particularly Conduct Rule 2830 of FINRA (or any predecessor thereto), which shall control any provision in this Agreement to the contrary. You agree to notify us immediately in writing if at any time you are not a member in good standing of the Securities Investor Protection Corporation (“SIPC”).

2. Sales of Fund Shares . You may offer and sell shares of each Fund and each class of each Fund only at the public offering price which shall be applicable to, and in effect at the time of, each transaction. The procedures relating to all orders and the handling of such orders shall be subject to the terms of the applicable then current prospectus and statement of additional information (hereafter, the “Prospectus”) and new account application, including amendments, for each such Fund and each class of such Fund, and our written instructions from time to time. This Agreement is not exclusive, and either party may enter into similar agreements with third parties.

3. Duties of Dealer . You agree:

(a) Except as otherwise provided herein, to act as principal on your behalf, or as agent on behalf of your customers, in all transactions in shares of the Funds. Except as otherwise provided, you shall not have any authority to act as agent for the issuer (the Funds), for the Principal Underwriter (us), or for any other dealer in any respect, nor will you represent to any third party that you have such authority or are acting in such capacity;

(b) To purchase shares of the Funds only from us or from your customers;

(c) To enter orders for the purchase of shares of the Funds only with us and only for the purpose of covering purchase orders you have already received from your customers or for your own bona fide investment;

(d) To maintain records of all sales, redemptions and repurchases of shares made through you and to furnish us with copies of such records on request;

(e) To distribute Prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly agree otherwise;

(f) That you will not withhold placing customers’ orders for shares so as to profit yourself as a result of such withholding;

(g) That if any shares confirmed to you or your customer hereunder are repurchased or redeemed by any of the Funds [within seven (7) business days] after such confirmation of the original order, you shall promptly refund to us in full any payments we made to you from our own resources with respect to such orders. We shall notify you of such repurchase or redemption within a reasonable time after settlement. Termination or suspension of this Agreement shall not relieve you or us from the requirements of this subsection;

(h) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without notice or demand and without any responsibility or liability on our part or on the part of the Funds, or at our option, we may sell the shares which you ordered back to the Funds, in which latter case we may hold you responsible for any loss to the Funds or lost profit suffered by us resulting from your failure to make payment as aforesaid. We shall have no liability for any check or other item returned unpaid to you after you have paid us on behalf of a purchaser. We may refuse to liquidate the investment unless we receive the purchaser’s signed authorization for the liquidation;

(i) That you shall assume responsibility for any loss to the Funds caused by a correction made subsequent to trade date, provided such correction was not based on any error, omission or negligence on our part, and that you will immediately pay such loss to the Funds upon notification;

(j) That if on a redemption which you have ordered, instructions in proper form, including outstanding certificates, are not received within the time customary or the time required by law, the redemption may be canceled forthwith without any responsibility or liability on our part or on the part of any Fund, or at our option, we may buy the shares redeemed on behalf of the Fund, in which latter case we may hold you responsible for any loss to the Fund or loss of profit suffered by us resulting from your failure to settle the redemption;

(k) To obtain from your customers all consents required by applicable privacy laws (1) to permit us, any of our affiliates or the Funds to provide you either directly or through a service established for that purpose with confirmations, account statements and other information about your customers’ investments in the Funds, and (2) to permit you and your registered representatives, agents, independent contractors and/or employees to transmit and receive confidential information concerning such customers to or from us and through our websites through which we may permit you to conduct business concerning the Funds from time to time;

(l) That orders for the purchase of Fund shares shall be placed by you only for customers for whom you have appropriate identification, as required by applicable anti-money laundering laws or policies in your jurisdiction; and

(m) To the extent you are a “financial intermediary” with respect to any Fund, as that term is defined in Rule 22c-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), to enter into and comply with the additional terms and conditions set forth in the Funds’ Rule 22c-2 Fund Shareholder Information Agreement.

4. Conditional Orders; Certificates . We will not accept from you any conditional orders for shares of any of the Funds. Delivery of certificates or confirmations for shares purchased shall be made by the Funds only against constructive receipt of the purchase price. No certificates for shares of the Funds will be issued unless specifically requested.

5. 12b-1 Plan . To the extent you provide distribution and/or shareholder services, including, but not limited to, furnishing personal and other services and assistance to your customers who own Class shares of a Fund, answering routine inquiries regarding a Fund or such Class , assisting in changing account designations and addresses, maintaining such accounts or such other services as a Fund may require, to the extent permitted by applicable statutes, rules, or regulations, we shall pay you a Rule 12b-1 fee. All Rule 12b-1 servicing and distribution fees shall be based on the value of shares attributable to customers of your firm and eligible for such payment, and shall be calculated on the basis and at the rates set forth in the compensation schedule then in effect for the applicable Plan (the “Schedule”).

You shall furnish us and each Fund that has Class Shares with such information as shall reasonably be requested by the Board of Directors (hereinafter referred to as “Directors”) of such Fund with respect to the fees paid to you pursuant to the Schedule of such Fund.

Each Fund reserves the right to terminate or suspend its Rule 12b-1 plan at any time as specified in the plan, and we reserve the right, at any time, without notice, to modify, suspend, or terminate payments hereunder in connection with such 12b-1 plans. Such Plan or the provisions of this Agreement may also be terminated by any act that terminates the underwriting agreement between us and the Fund that has such Plan. In the event of the termination of a Plan for any reason, the provisions of this Agreement relating to such Plan will also terminate.

The provisions of the Plans between the Funds and us shall control the provisions of this Agreement in the event of any inconsistency.

6. Redemptions . Redemptions of shares of the Funds will be made at the net asset value of such shares, less any applicable redemption charges, in accordance with the applicable Prospectuses of the Funds. Except as permitted by applicable law, you agree not to purchase any shares from your customers at a price lower than the net asset value of such shares next computed by the Funds after the purchase is made by you (the “Redemption Price”). You shall, however, be permitted to sell shares of the Funds for the account of the record owner to the Funds at the Redemption Price for such shares.

7. Exchanges . Exchange orders will be effective only for uncertificated shares or for which share certificates have been previously deposited and may be subject to any fees or other restrictions set forth in the applicable Prospectuses. You will be obligated to comply with any additional exchange policies described in the applicable Fund’s Prospectus, including without limitation any policy restricting or prohibiting excessive and/or short term trading activity, the collection of redemption fees associated with such trading activity and the prohibition of “market timing,” as defined in the Prospectus.

8. Transaction Processing . All orders are subject to acceptance by us and by the Fund or its transfer agent, and become effective only upon confirmation by us. If required by law, each transaction shall be confirmed in writing on a fully disclosed basis and if confirmed by us, a copy of each confirmation shall be sent to you if you so request. All sales are made subject to receipt of shares by us from the Funds. We reserve the right in our discretion, without notice, to suspend the sale of shares of the Funds or withdraw the offering of shares of the Funds entirely. Orders will be effected at the price(s) next computed on the day they are received if, as set forth in the applicable Fund’s current Prospectus, the orders are received by us or an agent appointed by us or the Fund prior to the close of trading on the New York

Stock Exchange, generally 4:00 p.m. Eastern Time (“Close of Trading”). Orders received after that time will be effected at the price(s) computed on the next business day. All orders must be accompanied by payment in U.S. Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a U.S. bank, for the full amount of the investment.

9. Multiple Classes . We may from time to time provide to you written compliance guidelines or standards relating to the sale or distribution of Funds offering multiple classes of shares (each, a “Class”) with different distribution related operating expenses. In addition, you will be bound by any applicable rules or regulations of government agencies or self-regulatory organizations generally affecting the sale or distribution of shares of investment companies offering multiple classes of shares.

10. Registration of Shares . Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves.

11. Fund Information . You are not authorized to give any information or make any representations concerning shares of a Fund except those contained in the Fund’s then current Prospectus or in other materials produced by us or by the Fund nor may you present or create any information or materials that are contrary to or inconsistent with the materials so provided to you. We will supply reasonable quantities of, and/or reasonable electronic access to, Prospectuses, sales or other marketing materials, and additional information as issued by the Fund or by us. We will not be responsible for reimbursing you for any costs or expenses you may incur for accessing or printing such materials. You are not authorized to modify any materials we have provided to you.

12. Dealer Representation . You represent and warrant that you will comply with all applicable U.S. federal, state and local laws and regulations in performing your obligations hereunder. Without limiting the foregoing, you agree that in recommending to a customer the purchase, sale or exchange of any shares, or class of shares, of a Fund, you shall have reasonable grounds for believing that the recommendation is suitable for such customer.

13. Termination; Assignment; Amendment . This Agreement shall become effective as of the date indicated on page 1. This Agreement shall terminate automatically in the event of its “assignment,” as defined in Section 2(a)(4) of the 1940 Act. Either party may terminate this Agreement for any reason upon not less than sixty (60) days’ written notice to the non-terminating party. We may also terminate this Agreement, as to a Dimensional Fund, at any time (without the payment of any penalty) upon instruction by a majority of the Independent Directors, as defined in the Rule 12b-1 plans, or pursuant to a vote of a majority of the outstanding voting securities of such Dimensional Fund on not more than sixty (60) days’ written notice to you, as provided in Rule 12b-1 under the 1940 Act.

This Agreement and any amendments hereto shall not be amended, except by written instrument executed by all parties. Except as provided in Sections 3(m) and 6 of this Agreement, this Agreement

contains the entire agreement between the parties and supersedes all prior agreements or understandings between the parties relating to the same subject matter.

14. Privacy; Anti-Money Laundering .

(a) Each party to this Agreement agrees to limit the disclosure of nonpublic personal information of shareholders and customers consistent with its policies on privacy with respect to such information and Regulation S-P of the SEC. Each party hereby agrees that it will comply with all applicable requirements under the regulations implementing Title V of the Gramm-Leach-Bliley Act and any other applicable federal and state consumer privacy acts, rules and regulations. Each party further represents that it has in place, and agrees that it will maintain, information security policies and procedures for protecting nonpublic personal customer information adequate to conform to applicable legal requirements.

(b) Each party to this Agreement acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001, the Bank Secrecy Act and their corresponding implementing regulations (collectively, the “AML Laws”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each party represents and warrants that it has established policies and procedures reasonably designed to detect and prevent money laundering and to comply with the AML Laws, including FINRA Rule 3011, in all relevant aspects. Each party agrees that it will take such further steps and cooperate with the other party as may be reasonably necessary to facilitate compliance with the AML Laws. Each party also certifies that it complies with the economic sanction programs administered by the U.S. Treasury’s Office of Foreign Assets Control.

15. Acceptance; Cumulative Effect . This Agreement is cumulative and supersedes any similar agreement previously in effect. It shall be binding upon the parties hereto when signed by us and accepted by you. Your signature below shall constitute your acceptance of its terms.

DFA Securities LLC


By

Dealer Name

By

NASD CRD # Telephone

FORM OF

DFA INVESTMENT DIMENSIONS GROUP INC.

Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

I. INTRODUCTION

This Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 (the “Plan”) has been adopted by a majority of the Board of Directors of DFA Investment Dimensions Group Inc. (the “Company”), including a majority of the Directors who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company (together, the “Independent Directors”), pursuant to Rule 18f-3 under the 1940 Act, with respect to each series of the Company listed on Exhibit A to this Plan (each a “Fund,” and together, the “Funds”).

The Plan designates the share classes offered by the Company: Institutional Class, Class R1, Class R2, Class R10, Class R25, and Class R40. In accordance with Rule 18f-3 under the 1940 Act, the Plan sets forth the differences among the classes with respect to distribution arrangements, shareholder services, expense allocations, and any related conversion features or exchange privileges.

The Company’s Board of Directors, including a majority of the Independent Directors, has determined that the Plan, including the allocation of expenses, is in the best interests of the Company as a whole, each Fund, and each class of shares offered by each Fund.

II. ELEMENTS OF THE PLAN

Class Designation : The shares of each Fund shall be divided into the classes identified on Exhibit A to this Plan. Subject to approval by the Board of Directors, the Company may change the names designating the Funds’ classes of shares.

Differences in Distribution Arrangements : Institutional Class Shares shall be available to eligible investors, including generally institutional investors and clients of registered investment advisors (and others as disclosed in the Funds’ prospectuses, as amended from time to time (the “Prospectuses”)). Class R1 Shares and Class R2 Shares of the U.S. Targeted Value Portfolio and the Emerging Markets Value Portfolio, as applicable, shall be available to retirement plans that desire an expanded array of shareholder services, based on the requirements of the plans as determined by plan sponsors or other plan fiduciaries, as disclosed in the Funds’ Prospectuses. Class R10 Shares, Class R25 Shares, and Class R40 Shares shall be available to retirement plans that desire an expanded array of shareholder services, based on the requirements of the plans as determined by plan sponsors or other plan fiduciaries, as disclosed in the Funds’ Prospectuses. All shares will be sold subject to the supervision of DFA Securities LLC (“DFAS”).

Institutional Class Shares, Class R1 Shares, and Class R2 Shares have identical distribution arrangements, and such share classes shall not incur distribution expenses. Pursuant to a Distribution Plan adopted by the Funds under Rule 12b-1 of the 1940 Act, Class R10 Shares, Class R25 Shares, and Class R40 Shares shall be subject to the following fees:

(1)

in the case of Class R10 Shares of the Funds, the Funds shall incur fees of not more than 0.10% per annum of average net assets (distribution or service fee);

(2)

in the case of Class R25 Shares of the Funds, the Funds shall incur fees of not more than 0.25% per annum of average net assets (distribution or service fee); and

(3)

in the case of Class R40 Shares of the Funds, the Funds shall incur fees of not more than 0.40% per annum of average net assets, of which 0.25% per annum is considered a service fee.

Differences in Shareholder Services : Investors in Institutional Class Shares, Class R10 Shares, Class R25 Shares, and Class R40 Shares shall receive a standard (but not identical) array of shareholder services, as described in the Funds’ Prospectuses. Investors in Class R1 Shares and Class R2 Shares of the U.S. Targeted Value Portfolio, and investors in Class R2 Shares of the Emerging Markets Value Portfolio, shall receive an expanded (but not identical) array of shareholder services described in the Shareholder Services Agreements, as approved by the Company’s Board of Directors, and as disclosed in the Prospectus of Class R1 Shares and Class R2 Shares of the Funds. These shareholder services shall include, among others, recordkeeping services, account statement preparation and transmission (Class R2 Shares only), transaction reporting, and services in connection with shareholder meetings (Class R2 Shares only).

Expense Allocation : In accordance with Rule 18f-3 under the 1940 Act, all expenses of each Fund shall be allocated among the classes of shares of such Fund pro rata based on the relative net assets of each class, except that the (i) fees and expenses incurred by the U.S. Targeted Value Portfolio under a Shareholder Services Agreement for its Class R1 Shares shall be allocated to Class R1 Shares of the U.S. Targeted Value Portfolio, (ii) fees and expenses incurred by the U.S. Targeted Value Portfolio under a Shareholder Services Agreement for its Class R2 Shares shall be allocated to Class R2 Shares of the U.S. Targeted Value Portfolio, (iii) fees and expenses incurred by the Emerging Markets Value Portfolio under a Shareholder Services Agreement for the Portfolio’s Class R2 Shares shall be allocated to Class R2 Shares of the Portfolio, (iv) the different distribution or service fee payments associated with the Distribution Plans adopted for Class R10 Shares, Class R25 Shares, and Class R40 Shares, and any costs related to implementing or amending such Distribution Plan, will be borne solely by shareholders of such class, and (v) the following types of expenses specific to each class shall be allocated to such class:

•

transfer agency and other recordkeeping costs;

•

Securities and Exchange Commission and blue sky registration or qualification fees;

•

printing and postage expenses related to printing and distributing materials, such as shareholder reports, Prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class;

•

audit or accounting fees or expenses relating solely to such class;

•

the expenses of administrative personnel and services as required to support the shareholders of such class;

•

litigation or other legal expenses relating solely to such class;

•

Directors’ fees and expenses incurred as a result of issues relating solely to such class; and

•

other expenses subsequently identified and determined to be properly allocated to such class.

Conversion Features : Institutional Class Shares, Class R1 Shares, Class R2 Shares, Class R10 Shares, Class R25 Shares, and Class R40 Shares shall have no conversion features.

Exchange Privileges : Institutional Class Shares, Class R1 Shares, Class R2 Shares, Class R10 Shares, Class R25 Shares, and Class R40 Shares of a Fund may be exchanged for shares of the identical class of shares of another series of the Company, according to the terms and conditions stated in each Fund’s Prospectus, to the extent permitted under the 1940 Act and the rules and regulations adopted thereunder.

Voting and Other Rights : All class shares shall each have: (a) exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangements for that class; (b) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (c) in all other respects, the same rights and obligations as the other classes.

Additional Information : The Plan is qualified by and subject to the terms of the Prospectuses for the applicable classes; provided, however, that none of the terms set forth in any such Prospectuses shall be inconsistent with the terms of the classes contained in the Plan. The Prospectuses for the Funds contain additional information about the classes and the Funds’ multiple class structure.

Adopted: March 23, 2007.

Amended and Restated: December 17, 2010 and March 22, 2011.

Exhibit A


Fund		Classes
U.S. Micro Cap Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA One-Year Fixed Income Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Short-Term Government Portfolio		Institutional Class, Class R10, Class R25, and Class R40
United Kingdom Small Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Japanese Small Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Continental Small Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Intermediate Government Fixed Income Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Five-Year Global Fixed Income Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Asia Pacific Small Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Large Cap International Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Small Cap Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Small Cap Value Portfolio Institutional		Institutional Class, Class R10, Class R25, and Class R40
U.S. Large Cap Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Real Estate Securities Portfolio		Institutional Class, Class R10, Class R25, and Class R40
LWAS/DFA International High Book to Market Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Emerging Markets Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA International Small Cap Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA U.S. Large Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA Global Bond Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA U.S. Targeted Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA International Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA International Small Portfolio		Institutional Class, Class R10, Class R25, and Class R40
VA Short-Term Fixed Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Enhanced U.S. Large Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Two-Year Global Fixed Income Portfolio		Institutional Class, Class R10, Class R25, and Class R40
International Small Company Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Emerging Markets Small Cap Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Targeted Value Portfolio		Institutional Class, Class R1, Class R2, Class R10, Class R25, and Class R40
Emerging Markets Value Portfolio		Institutional Class, Class R2, Class R2A, Class R10, Class R25, and Class R40
Emerging Markets Core Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Tax-Managed U.S. Targeted Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Tax-Managed U.S. Small Cap Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Tax-Managed U.S. Marketwide Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Tax-Managed DFA International Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Tax-Managed U.S. Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Short-Term Municipal Bond Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Core Equity 1 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Core Equity 2 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Vector Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
International Core Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Emerging Markets Social Core Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Inflation-Protected Securities Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA International Real Estate Securities Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA California Short-Term Municipal Bond Portfolio		Institutional Class, Class R10, Class R25, and Class R40
T.A. U.S. Core Equity 2 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
CSTG&E U.S. Social Core Equity 2 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
CSTG&E International Social Core Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Social Core Equity 2 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
U.S. Sustainability Core 1 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
International Sustainability Core 1 Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Selectively Hedged Global Fixed Income Portfolio		Institutional Class, Class R10, Class R25, and Class R40
T.A. World ex U.S. Core Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Global Real Estate Securities Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA International Value ex Tobacco Portfolio		Institutional Class, Class R10, Class R25, and Class R40
International Vector Equity Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Short-Term Extended Quality Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Intermediate-Term Extended Quality Portfolio		Institutional Class, Class R10, Class R25, and Class R40

A-1


DFA VA Global Moderate Allocation Portfolio		Institutional Class, Class R10, Class R25, and Class R40
World ex U.S. Value Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Commodity Strategy Portfolio		Institutional Class, Class R10, Class R25, and Class R40
DFA Investment Grade Portfolio		Institutional Class, Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund III		Institutional Class, Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund II		Institutional Class, Class R10, Class R25, and Class R40
Dimensional Retirement Fixed Income Fund I		Institutional Class, Class R10, Class R25, and Class R40
Dimensional Retirement Equity Fund II		Institutional Class, Class R10, Class R25, and Class R40

A-2

Effective Date: January 1, 2011

CODE OF ETHICS

DFA INVESTMENT DIMENSIONS GROUP INC.

THE DFA INVESTMENT TRUST COMPANY

DIMENSIONAL EMERGING MARKETS VALUE FUND*

DIMENSIONAL INVESTMENT GROUP INC.

DIMENSIONAL FUND ADVISORS LP*

DFA SECURITIES LLC*

DIMENSIONAL FUND ADVISORS LTD.

DFA AUSTRALIA LIMITED

DIMENSIONAL FUND ADVISORS CANADA ULC*

Core Principles & Standards of Conduct

All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Code of Ethics (the “Code”) is designed to help ensure that our actions are consistent with these high standards.

The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

full, fair, accurate, timely and understandable disclosure in reports and documents which Dimensional files with the SEC, FSA, ASIC and other regulatory agencies and in other public communications made by Dimensional;

•

compliance with applicable governmental laws, rules, and regulations;

•

the prompt internal reporting of violations of this Code to the Chief Compliance Officer (“CCO”); and

•

accountability for adherence to this Code.

In addition, the Code contains a number of rules and procedures relating to personal trading by Dimensional officers, directors, employees and their families. Certain provisions of the Code apply to personal trading by officers and employees who have been designated as Access Persons.

Whether or not a specific provision of the Code addresses a particular situation, employees must conduct themselves in accordance with the general principles contained in the Code and in a manner that is designed to avoid any actual or potential conflicts of interest.

Dimensional is committed to fostering a culture of compliance and therefore requires employees to contact the CCO, Designated Officer and/or any other member of the Ethics Committee about any actual or suspected compliance matters. The CCO will receive reports on all violations of the Code of Ethics reported to a Designated Officer and/or member of the Ethics Committee. Employees have the option of reporting

Prior to November 3, 2006, Dimensional Fund Advisors LP was named Dimensional Fund Advisors Inc., prior to February 9, 2009, Dimensional Fund Advisors Canada ULC was named Dimensional Fund Advisors Canada Inc., prior to April 3, 2009, DFA Securities LLC was named DFA Securities Inc, and prior to October 30, 2009 Dimensional Emerging Markets Value Fund was named Dimensional Emerging Markets Value Fund Inc.


		1

compliance matters on a confidential basis to the CCO by utilizing the Confidential Compliance Reporting email address, Compliance@dimensional.com . Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including dismissal of the retaliating employee.

If you have questions about any aspect of the Code, or if you have questions regarding application of the Code to a particular situation, contact a member of your local Compliance Group.

Prohibited Transactions And Other Restrictions On Personal Trading

Blackout Periods

A pre-clearance request will be denied if there has been a transaction by a client of Dimensional within the past seven (7) calendar days. The Compliance Group will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interests. The Blackout Period does not apply to any transaction involving a Covered Security if the transaction is in an amount less than $10,000 (USD). Please note that transactions in an amount less than $10,000 must be pre-cleared and reported.

Short Term Trading

Access Persons are prohibited from profiting from any “transaction” in the same or equivalent Covered Security within sixty (60) calendar days of a purchase or sale. For purposes of this restriction, a last-in, first-out (“LIFO”) methodology will be applied.

Prohibition on Initial Public Offerings (“IPOs”) and Short Sales

Employees may not participate in IPOs or effect short sales.

Prohibited Brokerage Relationships

Employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. As needed, the Compliance Group may request the name of the registered representative (agent/contact) for the account(s), before pre-clearing transactions.

Private Placements

An Access Person (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Advisor) may not purchase securities in a private placement transaction (“Private Placements”) unless approval of the CCO has been obtained. This approval will be based upon a determination that the investment opportunity need not be reserved for clients, that the Access Person is not being offered the investment opportunity due to his or her employment with Dimensional, and other relevant factors on a case-by-case basis.

Because there is often no broker-dealer involved in a private placement, the employee must provide other evidence of the purchase or sale that is satisfactory to the Compliance Group. The documentation must explain the circumstances surrounding the transaction, including the manner in which it was executed, the title of each security involved, the quantity of each security purchased or sold, the date of the transaction and the price at which the transaction was executed.


		2

Excessive Trading of Dimensional Managed Funds

An employee may not engage in excessive trading of any Dimensional Managed Fund to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

Insider Trading

All Access Persons should pay particular attention to potential violations of insider trading laws. Insider trading is both unethical and illegal and will be dealt with decisively if it occurs. Employees are expected to familiarize themselves with the Insider Trading Policy adopted by Dimensional.

Exceptions to Code Restrictions

In cases of hardship, the CCO may grant exemptions from the personal trading restrictions in this Code. The decision will be based on a determination that a hardship exists and the transaction for which an exemption is requested would not result in a conflict with our clients’ interests or violate any other policy embodied in this Code. Any waiver or exemption will be evidenced in writing and all such exemptions will be reported to the Ethics Committee.

Serving on Boards of Public Companies

If an employee wishes to accept any director (or equivalent) position with a non-Dimensional public company, then the employee is required to receive prior approval from the Boards of Directors of the Dimensional entities for which the employee serves as an employee and/or officer. For example, if an individual is an employee of Dimensional Fund Advisors LP and an officer of the US Mutual Funds, and the employee wishes to serve as a director of a non-Dimensional for-profit entity, the employee would need the prior approval both of the Board of Directors of Dimensional Fund Advisors LP and the US Mutual Funds BEFORE the employee could accept such a position. Disinterested Trustees shall not be required to obtain prior approval to serve on the board of directors of a public company. Any employee’s (or director’s) participation on the board of directors of a public company must be reported to the CCO.

Policies on Personal Securities Transactions

Pre-Clearance Policy and Procedures

All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of the US Mutual Funds or any Employer) must pre-clear their personal securities transactions in Covered Securities prior to execution, except as specifically exempted in subsequent sections of the Code. Clearance for personal securities transactions for publicly traded securities will be in effect until the next day’s close of business from the time of approval. Please note that the policies and procedures contained in the Code also apply to transactions by a spouse, domestic partner, child or any other family member living in the same household as the Access Person.

Transactions in the following Covered Securities in which Access Persons have Beneficial Ownership are covered transactions and therefore must be pre-cleared and reported:


• Stocks		• Voluntary Corporate Actions

• Private Placements		• Warrant and Rights

• Exchange Traded Funds		• Closed-End Funds


		3


• Preferred Stocks		• ADRs and GDRs

• Convertible Securities		• Shares issued by unit investment trusts

• Derivatives (including options, futures, forwards, etc.)		• Limited partnerships and limited liability company interests

• Fixed Income Securities

All personal securities transaction reports and requests for pre-clearance must be processed through the Compliance 11 web-based system located at https://ondemand.compliance11.com . Your local Compliance Department will evaluate each pre-clearance transaction request and notification will be provided to employees through the Compliance 11 System, within a timely manner. Reporting, but not pre-clearance, is required for transactions in the following:

•

Dimensional Managed Funds; and

•

Automatic investment plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.

Designated Officers (other than the CCO) are required to receive prior written approval of their personal transactions from Dimensional’s CCO. Dimensional’s CCO is required to receive prior approval of his personal transactions from one of Dimensional’s co-Chief Executive Officers.

Reporting and Certification Requirements

All records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.

Initial Holdings Report

Within ten (10) calendar days of the start of employment, each Access Person must list all Covered Accounts and Covered Securities held at the time of hiring. Statement(s) must be current as of a date not more than 45 days prior to the Access Person’s employment start date.

Private Placements and other holdings not commonly held in a brokerage account must be reported.

Within ten (10) calendar days of the start of employment, each Access Person must request that all broker-dealers or banks with which he or she has accounts send duplicate confirmations and statements of their transactions in Covered Securities to the Access Person’s local Compliance Group. If the Access Person requests, the Compliance Group will send a standard letter to the broker-dealer or bank in question, making a request on the employee’s behalf.

It remains the employee’s responsibility, however, to ensure that the duplicate statements and confirmations are provided.

Access Persons who fail to submit the report within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transactions until such report is submitted and may be subject to other sanctions.


		4

New Accounts

All Access Persons must promptly report any new mutual fund and/or brokerage accounts for him/herself, their spouse or any immediate family member who shares the same household. Unless the account has been reported, the Access Person is prohibited from engaging in personal securities transactions in the account.

Quarterly Personal Investment Report

Within thirty (30) days of the end of each calendar quarter, each Access Person must submit a quarterly personal investment report indicating all securities transactions made during the previous quarter that occurred outside of Covered Accounts.

Annual Holdings Report

Within forty-five (45) days of the end of each calendar year, each Access Person must affirm the list of his or her Covered Accounts, Covered Securities and Private Placement(s) as of the end of the calendar year.

If under local market practice, broker-dealers or banks are not willing to deliver duplicate confirmations and/or quarterly statements to the Firm, it is the Access Person’s responsibility to promptly provide duplicate confirmation(s) for each trade and quarterly statement(s).

Certification Requirements

Supervised Persons are required to complete a Code of Ethics Acknowledgement Form, both initially upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to Supervised Persons and require their acknowledgement of receipt and understanding of the amendments/ interpretations.

Sanctions

Depending on the severity of the infraction, employees may be subject to certain sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms). Sanctions may include but are not limited to, verbal or written warnings, letters of reprimand, suspension of personal trading activity, disgorgement and forfeiture of profits, and/or suspension or termination of employment. Repeated immaterial violations will be communicated to the individual’s supervisor, Department Head and the CCO for corrective action. Material violations will be escalated to the Dimensional Ethics Committee and subsequently reported to the Dimensional mutual fund board and other sub-advised boards as required.

Communications with Disinterested Trustees and Outside Directors

As a regular business practice, the US Mutual Funds and the Advisors attempt to keep directors/trustees informed with respect to the US Mutual Funds’ and Dimensional’s investment activities through reports and other information provided to the directors/trustees in connection with board meetings and other events. However, it is the policy of the US Mutual Funds not to routinely communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed


		5

transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients).

Disinterested Trustees are not subject to the following reporting requirements except to the extent the Disinterested Trustee knew or, or in the ordinary course of fulfilling his or her duties as a director, should have known that during the 15 days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a US Mutual Fund purchased or sold the Covered Security, or an Advisor considered purchasing or selling the Covered Security for a US Mutual Fund.


		6

CONFIDENTIAL AND

PROPRIETARY

GLOSSARY OF TERMS

“1940 Act” means the Investment Company Act of 1940.

An “ Access Person ” means:

any director/trustee, officer or general partner of a US Mutual Fund or Advisor;

any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities for any registered investment company for which the Distributor acts as the principal underwriter;

employees of the Advisors, Distributor, or US Mutual Funds who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of a Covered Security by the US Mutual Funds, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

any natural persons in a control relationship with one or more of the US Mutual Funds or Advisors who obtain information concerning recommendations made to such US Mutual Funds or other advisory clients with regard to the purchase or sale of a Covered Security, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to the US Mutual Funds or advisory clients regarding the purchase or sale of Covered Securities ; and

any Supervised Person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or regarding the portfolio holdings of any US Mutual Fund.

“ Advisors ” shall mean Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada ULC

“Advisers Act” means the Investment Advisers Act of 1940.

Having “ Beneficial Ownership ” means the Employee has or shares a direct or indirect pecuniary interest in the securities held in the account. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

“ Control” has the same meaning as in Section 2(a)(9) of the 1940 Act.

“Covered Account” includes any new broker, dealer or bank with which the Access Person maintains an account in which any securities are held or could have the ability to hold securities for the direct or indirect benefit of such Access Person and the date the account was established.


		7

A “ Covered Security ” means all securities, except :

direct obligations of the Government of the United States ¹ ;

bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements);

shares of money market funds;

shares of registered open-end investment companies ² ;

shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are the US Mutual Funds; and

privately-issued shares of the Advisors.

A “ Designated Officer ” means the Chief Compliance Officer or any employee of Dimensional Fund Advisors LP, DFA Australia Limited, or Dimensional Fund Advisors Ltd designated by the Chief Compliance Officer.

A “Disinterested Trustee” means a director/trustee of the US Mutual Funds who is not considered to be an “interested person” of the US Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.

“ Dimensional ” means (i) DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “ US Mutual Funds ”); (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada ULC; and (iii) DFA Securities LLC (the “ Distributor ”).

A “ Dimensional Managed Fund ” means any series/portfolio of the US Mutual Funds or any other fund advised by or sub-advised by any of the Advisors. A complete list may be found at https://be.dimensional.com.

The “ Ethics Committee ” means each Ethics Committee appointed by the directors/trustees of each of the Employers. The Ethics Committee consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Head of Portfolio Management and Trading and the Chief Compliance Officer.

“ Outside Director ” means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a

For Access Persons of the U.S. Employers. For Access Persons of the U.K. Employer, Covered Securities shall exclude direct obligations of the Government of the United Kingdom. For Access Persons of the Australian Employer, Covered Securities shall exclude direct obligations of the Commonwealth Government of Australia. For Access Persons of the Canadian Employer, Covered Securities shall exclude direct obligations of the Government of Canada.

²	For Access Persons of the U.S. and Canadian Employers. For Access Persons of the U.K. and Australian Employers, Covered Securities shall exclude unlisted unit trusts registered under the local scheme.


		8

direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.

A “ Security Held or to be Acquired ” means any Covered Security which, within the most recent 15 days, is or has been held by the US Mutual Funds or other advisory clients of the Advisors, or is being or has been considered by the US Mutual Funds or the Advisors for purchase by the US Mutual Funds or other advisory clients of the Advisors, and any option to purchase or sell, and any security convertible into or exchangeable for, any such Covered Security.

A “ Supervised Person ” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act. ³

“ SEC Rules ” means Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act.

³	For example, independent solicitors or consultants who do not provide investment advice to clients on behalf of an Advisor are not Supervised Persons.


		9