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Dimensional Emerging Markets Value Fund – ‘PRES14A’ for 10/30/97

As of: Tuesday, 9/30/97 · For: 10/30/97 · Accession #: 912057-97-32199 · File #: 811-07440

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/30/97  Dimensional Emerging Markets … Fd PRES14A    10/30/97    1:59K                                    Merrill Corp/FA

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    24     81K 
                          Meeting                                                

PRES14A 1st Page of 24 TOC ↑Top Previous Next ↓Bottom Just 1st
 
      SCHEDULE 14A INFORMATION
     PROXY STATEMENT PURSUANT TO SECTION 14(a)
      OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant                                    /x/                  
Filed by a Party other than the Registrant                 / /                  
Check the appropriate box:                                                      
/X/ Preliminary Proxy Statement                                                 
/ / Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
/ / Definitive Proxy Statement                                                  
/ / Definitive Additional Materials                                             
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 

      DIMENSIONAL EMERGING MARKETS FUND INC.
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      (Name of Registrant as Specified In Its Charter)

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      (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/x/ No fee required.                                                            
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1)   Title of each class of securities to which transaction applies:    

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2)   Aggregate number of securities to which transaction applies:       

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3)   Per unit price or other underlying value of transaction computed   
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    

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4)   Proposed maximum aggregate value of transaction:                   

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5)   Total fee paid:                                                    

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/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously.  Identify the previous filing by registration statement number, or  
the Form or Schedule and the date of its filing.                                

1)   Amount Previously Paid:                                            

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2)   Form, Schedule or Registration Statement No.:                      

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3)   Filing Party:                                                      

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4)   Date Filed:                                                        

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PRES14A 2nd Page of 24 TOC 1st Previous Next ↓Bottom Just 2nd
                                                      PRELIMINARY PROXY MATERIAL

      DIMENSIONAL EMERGING MARKETS FUND INC.

     1299 OCEAN AVENUE
      11TH FLOOR
      SANTA MONICA, CALIFORNIA 90401

     NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

      OCTOBER 29, 1997

To the Shareholders of Dimensional Emerging Markets Fund Inc.:                  

   A Special Meeting of Shareholders of Dimensional Emerging Markets Fund Inc.
(the "Fund") will be held at the offices of Dimensional Fund Advisors Inc., 1299
Ocean Avenue, 11th Floor, Santa Monica, California, at 9 a.m. Pacific Coast     
time, on October 29, 1997 for the following purposes:                           

1.   To approve or disapprove an amendment to and restatement of the    
        charter of the Fund which provides for the conversion of the Fund into
an open-end investment company.                               

   2.   To approve or disapprove a new investment management agreement between
       Dimensional Fund Advisors Inc. and the Fund providing for a reduction
of the current investment management fee rate.                

3.   To approve or disapprove a restatement of the Fund's fundamental   
investment restrictions.                                      

 Shareholders of record at the close of business on September 15, 1997 are
entitled to vote at the meeting or any adjournment thereof.                     

By Order of the Board of Directors                                              

IRENE R. DIAMANT                                                                
Secretary                                                                       
October 15, 1997                                                                
Santa Monica, California                                                        

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     IMPORTANT

Whether or not you plan to attend the meeting, please mark your voting          
instructions on the enclosed proxy and promptly date, sign and return it in the 
enclosed envelope.  No postage is required if mailed in the United States.  We  
ask your cooperation in helping the Fund by mailing your proxy promptly.        

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PRES14A 3rd Page of 24 TOC 1st Previous Next ↓Bottom Just 3rd
      DIMENSIONAL EMERGING MARKETS FUND INC.

     1299 OCEAN AVENUE
      11TH FLOOR
      SANTA MONICA, CALIFORNIA 90401

     PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

      OCTOBER 29, 1997

The enclosed proxy is solicited by the Board of Directors of Dimensional
Emerging Markets Fund Inc. (the "Fund") in connection with a Special Meeting of 
Shareholders of the Fund ("Meeting") and any adjournment thereof.  Proxies will 
be voted in accordance with the instructions contained thereon.  If no          
instructions are given, proxies that are signed and returned will be voted in   
favor of each proposal.  A shareholder may revoke his or her proxy at any time  
before it is exercised by delivering a written notice to the Fund expressly     
revoking such proxy, by executing and forwarding to the Fund a subsequently     
dated proxy, or by voting in person at the Meeting.  This proxy statement and   
the accompanying form of proxy are being first sent to shareholders on          
approximately October 15, 1997.  In the event a quorum is not present in person 
or by proxy at the Meeting or if there are insufficient votes to approve the    
proposals, the persons named as proxies will consider the best interests of the 
shareholders in deciding whether the Meeting should be adjourned.               

   As of the close of business on September 15, 1997, the record date fixed by
the Board of Directors for the determination of shareholders of the Fund        
entitled to notice of and to vote at the Meeting ("Record Date"), 12,011,957.937
shares of the Fund were outstanding.  EACH SHARE IS ENTITLED TO ONE VOTE.  As of
the Record Date, the Directors and officers of the Fund, individually and as a  
group, beneficially owned none of the Fund's outstanding shares.                

 With respect to Proposal 1, a favorable vote of the holders of a majority
of the Fund's shares voted at the Meeting is required for approval of the       
proposal ("Majority Vote").  With respect to Proposals 2 and 3, the vote of the 
holders of a "majority of the outstanding voting securities" of the Fund, as    
defined in the Investment Company Act of 1940, as amended (the "1940 Act"),     
represented at the meeting in person or by proxy, is required for the approval  
of the proposal ("1940 Act Majority Vote").  A 1940 Act Majority Vote means the 
vote of (a) at least 67% of the shares of the Fund present in person or by      
proxy, if more than 50% of the shares of the Fund are represented at the        
meeting, or (b) more than 50% of the outstanding shares of the Fund, whichever  
is less.  Under Maryland law, abstentions and broker non-votes will be included 
for purposes of determining whether a                                           

PRES14A 4th Page of 24 TOC 1st Previous Next ↓Bottom Just 4th
quorum is present at the Meeting, but will be treated as votes not cast and,    
therefore, would not be counted for purposes of determining whether the         
Proposals have been approved.  No other business may properly come before the   
Meeting.                                                                        

The cost of solicitation, including preparing and mailing the proxy     
materials, will be borne by the Fund.  In addition to solicitations through the 
mails, the officers and employees of the Fund and the Fund's investment advisor 
may solicit proxies by telephone, telegraph and personal interviews.  It is not 
anticipated that any of the foregoing persons will be specially engaged for that
purpose.  The cost of such additional solicitation, if any, including out-of-   
pocket disbursements, will be borne by the Fund and it is estimated to be       
nominal in amount.                                                              

  As of the Record Date, all of the outstanding shares of the Fund were held
by State Street Bank and Trust Company as Trustee of the BellSouth Master       
Pension Trust.  The BellSouth Master Pension Trust is located at 1155 Peachtree 
Street, N.E., Atlanta, Georgia  30367.                                          

PROPOSAL 1:   APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO AND RESTATEMENT OF THE 
FUND'S CHARTER                                      

The Board of Directors of the Fund believes that it is advisable for the
Fund to amend and restate its charter and take other actions which would have   
the effect of changing the status of the Fund from a closed-end investment      
company (referred to herein as a "closed-end fund" or collectively as           
"closed-end funds") to an open-end investment company (referred to herein as an 
"open-end fund" or collectively as "open-end funds").  Approval of the proposal 
will authorize the officers of the Fund to (1) prepare, execute and file        
articles of amendment and restatement to the Fund's charter ("Articles of       
Restatement") incorporating the changes summarized below; and (2) take any other
acts deemed necessary to effect the change of the Fund to an open-end fund in   
compliance with applicable laws.  As further described below, it is also        
contemplated that as an open-end fund the Fund will offer its shares only to    
investment companies and institutional investors.                               

BACKGROUND                                                                      

At the time that the Fund was incorporated in the State of Maryland on  
January 9, 1991, it was expected that the Fund would best serve the investment  
interests of prospective shareholders if the Fund operated as a closed-end fund.
As was common for other funds investing primarily in emerging market equity     
securities, such a structure was seen as preferrable because it eased concerns  
about the small size of the markets and the low volume of trading in such       
securities, the resulting lack of liquidity and the potential inability of an   
open-end fund to satisfy shareholder redemption requests.  A closed-end fund    
investing in                                                                    

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PRES14A 5th Page of 24 TOC 1st Previous Next ↓Bottom Just 5th
emerging markets equity securities may have greater investment flexibility than 
an open-end fund investing in such securities because the former does not have  
to adjust its investment plans to reflect the potential effects of cash outflow 
which can result from the exercise by shareholders of the statutory right of    
redemption provided by the 1940 Act to open-end fund shareholders.  A           
shareholder of an open-end fund has the right to require that the fund redeem   
shares for their net asset value on each business day.  Without the need to meet
redemptions, the assets of a closed-end fund could be managed for longer term   
investment considerations.                                                      

In recent years, however, emerging markets have attracted an increasing 
number of investors and the liquidity of emerging market equity securities has  
become less of a concern.  Accordingly, now it is not unusual for investment    
companies that invest in emerging markets to be structured as open-end funds.   
Further, the investment advisor to the Fund, Dimensional Fund Advisors Inc. (the
"Advisor"), believes that by converting to an open-end fund, more investors will
be attracted to the Fund.  Any resulting inflows of cash may permit more        
frequent rebalancing of the Fund's assets.                                      

The Advisor has proposed to the Board of Directors of the Fund that the 
Fund convert from a publicly offered closed-end fund to an open-end fund which  
offers its shares only to investment companies and certain institutional        
investors through private placements pursuant to available exemptions under the 
Securities Act of 1933, as amended ("Securities Act").                          

EVALUATION BY THE BOARD OF DIRECTORS                                            

In deciding to recommend that shareholders approve Proposal No. 1, the  
Board noted that many of the policies followed by the Fund are consistent with  
those that would be followed by an open-end fund.  The Board asked the Advisor  
whether the management of the assets of the Fund would be affected by converting
the Fund to an open-end fund.  The Advisor has indicated to the Board that it   
believes that the impact of redemptions on an equity fund of this type, designed
for long-term investors, is not likely to have a detrimental effect on the      
management of the Fund's assets.                                                

  The Board also considered the effect that the conversion would have on the
present shareholders of the Fund who wish to acquire additional shares or       
liquidate any part of their present investment.  The Directors considered that  
the shareholders who wish to acquire additional shares will be able to do so on 
each day that the New York Stock Exchange ("NYSE") is open for business at a    
public offering price, which is equal to the net asset value of the Fund's      
shares plus a reimbursement fee equal to 0.50% of such value, next computed     
after receipt of an order for shares in proper form.  Presently, shares may be  
purchased from the Fund at such public offering price ordinarily as of the last 
day of each month on which the NYSE is open for regular trading.                

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 The Board also considered that because shares of the Fund are proposed to
be offered only to investment companies and certain institutional investors     
through private placements pursuant to exemptions under the Securities Act, the 
Fund will not issue registered shares.  Therefore, shares to be issued by the   
Fund are restricted securities which may not be sold unless registered or       
pursuant to an available exemption from the Securities Act.  However, the       
Directors concluded that, as holders of shares of an open-end fund, Fund        
shareholders will benefit from the assurance that they will be able to redeem   
their shares to the Fund at the net asset value next computed after the receipt 
of the request to redeem.  Presently, in order to liquidate an investment in the
Fund, a shareholder must identify a prospective purchaser for his/her shares.   
Upon conversion of the Fund to an open-end fund, there will be no secondary     
market for Fund shares and shareholders will forego any opportunity for sales of
their shares at a premium from their initial purchase price should such a       
premium exist.  Instead, the Fund will redeem its shares at net asset value.    

  The Board concluded that shareholders would benefit from restructuring the
Fund as an open-end fund, and that there will not be a significant adverse      
effect on the management of the assets of the Fund as a result of the need to   
meet redemption requests.                                                       

The Board also considered that the conversion of the Fund to an open-end
fund, with the corresponding statutory right of redemption provided by the 1940 
Act, may attract additional assets to the Fund through investment in the Fund by
institutional investors.  For example, as an open-end fund available only to    
institutional investors, the Fund may serve as a master fund in a master        
fund-feeder fund structure.  As a master fund, the Fund would serve as the      
exclusive investment for other investment companies with the same investment    
objective and policies as the Fund.  Such investment companies offer their      
shares to investors on a public basis and are commonly known as feeder funds.   
To the extent of any increase in the assets of the Fund, there is the           
possibility of reductions in operating expenses due to economies of scale and   
the Fund would be in a position to pass any such resulting benefits on to its   
shareholders.                                                                   

   The Board of Directors also considered that institutional investment in the
Fund also entails the risk that economies and expense reductions might not be   
achieved and additional investment opportunities, such as increased             
diversification, might not be available if other institutions do not invest in  
the Fund.  Also, if an institutional investor were to redeem its interest in the
Fund, the remaining shareholders could experience higher pro rata operating     
expenses, thereby producing lower returns, and the Fund's security holdings may 
become less diverse, resulting in increased risk.  Institutional investors that 
have a greater pro rata ownership interest in the Fund than the Fund's existing 
shareholders could have effective voting control over the operation of the Fund.
The Board believes, however, that the potential benefits to be gained by        
shareholders outweigh the risks of converting the fund to an open-end fund which
offers its shares only to institutional investors through private placements.   

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If Proposal 1 is approved by shareholders, it is expected that the Fund 
will be converted to an open-end investment company on approximately October 31,
1997, or as soon as practical thereafter.                                       

1.  ARTICLES OF AMENDMENT AND RESTATEMENT                                       

   The change of the Fund to open-end fund status requires a number of changes
to the charter of the Fund.  In addition to approving such changes, the Board of
Directors also approved amendments to the charter in order to conform its       
provisions to those provisions customarily contained in charters of open-end    
funds organized under the laws of the State of Maryland.  The proposed          
amendments to the charter are summarized below, and will be incorporated in the 
Articles of Restatement.  The full text of the amendments appear in the form of 
Articles of Restatement attached to this Proxy Statement as Exhibit A.  The     
summary below is qualified by reference to the full text set forth in the       
exhibit.                                                                        

a.   All references in the charter to "non-redeemable" securities and   
      "closed-end" investment company will be deleted.  Where appropriate,
such references will be made to "redeemable" securities and an
"open-end" investment company.                                

  b.   Charter provisions that are permissible for a corporation that issues
 shares of a closed-end fund but which are not permissible for a
     corporation that issues shares of an open-end fund will be deleted.
       For example, while closed-end funds are permitted to issue a class of
     senior securities under Section 18(f) of the 1940 Act under certain
       circumstances, open-end funds are generally prohibited from doing so.
   Therefore, the provisions in the charter that permit the Board to
authorize the issuance of senior securities will be deleted.  

 c.   The charter will be amended to provide that each share of each class
        of the Fund shall be entitled to a fractional vote for each fractional
     share held.  Presently, the charter does not provide for fractional
voting.                                                       

d.   A charter provision will be included clarifying that the currently 
       issued and outstanding shares of the Fund are considered to be shares
of one class of the Fund's common stock.  In this regard, the 
 provisions relating to voting, consideration received for share
        purchases, rights to dividends and upon liquidation will be those that
    are consistent with the operation of an open-end fund which issues
        classes of shares and the relative rights of the shareholders thereof.
      Specifically, charter provisions will be included which provide that
    (i) shareholders are entitled to vote only with respect to matters
   which affect the interest of the class of shares which they hold,
        except as otherwise required by applicable law; (ii) proceeds from the
   issuance or sale of shares of a class shall belong to such class;
  (iii) a shareholder will be entitled to a pro rata shares of all
     dividends and distributions arising from the assets of the class in
  which she/he invests; and (iv) if liquidation of the Fund should
occur,                                                        

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    shareholders would be entitled to receive on a per class basis the
    assets of the particular class whose shares they own, as well as a
  proportionate share of the Fund's assets not attributable to any
particular class.                                             

   e.   For purposes of simplifying the charter, provisions expressly granting
to the Board the authority to take certain actions where such 
      authority is not required to be expressly stated in the charter of a
        Maryland corporation in order for the Board to exercise such authority
will be deleted.                                              

f.   Charter provisions relating to redemption and liquidation will be  
        those applicable to an open-end fund in accordance with the provisions
        of the 1940 Act and in connection therewith the net asset value of the
      Fund will be calculated as of the close of business on each business
      day.  In addition, a provision has been added which provides the (i)
Directors with the power to place restrictions on the right of
        redemption, consistent with the requirements of the 1940 Act; and (ii)
        Fund with the right to redeem the shares of a class at net asset value
upon such terms and conditions as the Board of Directors shall
determine.                                                    

g.   Conforming amendments will be made throughout the Articles of      
Restatement.                                                  

2.  ADDITIONAL INVESTMENT POLICY                                                

The investment objective of the Fund is to seek long-term capital growth
through investment in emerging market equity securities.  No change in this     
investment objective is proposed in connection with conversion of the Fund to an
open-end fund.  The policies and restrictions of the Fund generally conform to  
the limitations which apply to the operation of open-end funds, and no          
significant changes are called for in order to meet the requirements applicable 
to open-end funds at the present time.                                          

One specific change will be made to conform the Fund's policies to the  
current positions of the SEC applicable to open-end funds.  Specifically, the   
SEC seeks to assure that every open-end fund has adequate liquidity so that it  
can meet redemption requests in a timely fashion.  For this reason, it is the   
current position of the staff of the SEC not to permit an open-end fund to      
invest more than 15% of its assets in any combination of assets which are       
"illiquid."  Generally, an asset is considered to be illiquid if disposition of 
the asset is restricted by law, if there is no readily available market for the 
asset, or if the proceeds of a sale or liquidation of the asset would not be    
available to the selling fund in seven days at approximately the value at which 
the fund has valued the investment.  This policy does not apply to closed-end   
funds, such as the Fund, which do not have to provide cash to meet redemption   
requests.                                                                       

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Therefore, as an open-end fund, the Fund does not intend to invest more 
than 15% of its total assets in illiquid securities.  This investment           
restriction has been designated by the Board as a non-fundamental restriction.  
A change in a non-fundamental investment restriction does not require the       
approval of shareholders.  This new restriction will become effective when the  
conversion of the Fund to open-end status becomes effective.                    

DIRECTORS' RECOMMENDATION                                                       

The Board of Directors of the Fund unanimously recommends that the      
shareholders of the Fund vote to approve Proposal 1.                            

      *  *  *  *  *  *

PROPOSAL 2:   TO APPROVE OR DISAPPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT    

BACKGROUND                                                                      

Shareholders are asked to approve a new investment management agreement 
("New Agreement") to replace the current investment management agreement between
the Advisor and the Fund ("Current Agreement").  The New Agreement contains the 
same terms and conditions as the Current Agreement, except for a reduction in   
the investment management fee rate and change in the effective and termination  
dates.                                                                          

Pursuant to the terms of the New Agreement, on an annual basis the fee  
payable by the Fund to the Advisor would be reduced from .50% of the net asset  
value of the Fund to .10% of the net assets of the Fund.  The Advisor has       
informed the Board of Directors that it has proposed this reduction in the rate 
of the management fee because it believes that such rate is appropriate for the 
level of services it provides to the Fund at the present time.  Since March 1,  
1994, the Advisor has voluntarily waived a portion of its management fee payable
by the Fund so that the effective fee paid by the Fund to the Advisor equaled on
an annual basis 0.10% of the net assets of the Fund.                            

EVALUATION OF THE NEW AGREEMENT BY THE BOARD OF DIRECTORS                       

 The Board of Directors of the Fund, including a majority of the directors
who are not parties to the New Agreement or interested persons of any such      
party, voted unanimously to approve the New Agreement and to recommend its      
approval to the shareholders of the Fund.                                       

     -7-

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 In determining whether to recommend the New Agreement to shareholders for
their approval, the Directors of the Fund considered that the terms of the New  
Agreement did not contemplate any change in the level of services to be provided
to the Fund or in shareholder services.  In addition, the Advisor informed the  
Board of Directors that the proposed reduction in fee reflected in the New      
Agreement would not reduce the quality of the Advisor's services and that its   
obligations will remain the same in all respects.                               

In reaching its decision to approve the New Agreement and recommend its 
approval to the Fund's shareholders, the Board of Directors of the Fund also    
considered the nature and quality of the services to be rendered by the Advisor,
the fee to be received by the Advisor, and other pertinent matters.  Based upon 
the foregoing, the Board of Directors unanimously approved the New Agreement and
recommended its approval by shareholders.                                       

INFORMATION CONCERNING THE CURRENT AGREEMENT AND THE NEW AGREEMENT              

Pursuant to the terms of the Current Agreement, the Advisor manages the 
investment and reinvestment of the assets of the Fund, and continuously reviews,
supervises and administers the Fund's investment program.  The Advisor provides 
the Fund with a trading department and selects brokers and dealers to effect    
securities transactions.  Under the Current Agreement, the Advisor also         
determines the securities to be purchased or sold and provides the Fund with    
records concerning the Advisor's activities and renders regular reports to the  
Board of Directors and officers of the Fund.                                    

 The Fund bears all of its own costs and expenses, including:  services of
its independent accountants, 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, the cost of filing its registration statements under
applicable federal and state securities laws, reports to shareholders, and      
transfer and dividend disbursing agency, administrative services and custodian  
fees.                                                                           

The terms of the Current and New Agreements are identical except for the
investment management fee rate and change in the effective and termination      
dates, as described below.                                                      

The date of the Current Agreement is February 28, 1994, and it was last 
submitted to the Fund's sole shareholder on February 25, 1994 for the purpose of
approving an increase in the management fee.  The Board of Directors unanimously
approved the continuance of the Current Agreement at a meeting held on December 
20, 1996.  Pursuant to the Current Agreement, the Fund is obligated to pay the  
Advisor a monthly fee equal to .04167% (representing an annual rate of .50%) of 
the net asset value of the Fund.  For the fiscal year ended November 30, 1996,  
the Advisor waived a portion of its fee such that the effective fee paid to the 
Advisor by the Fund equaled the annual rate of 0.10% of the net assets of the   
Fund.  For the fiscal year ended November 30, 1996, $173,017 in total management
fees were paid by the Fund to the Advisor.  Under the terms of the New          
Agreement, the Fund                                                             

     -8-

PRES14A 11th Page of 24 TOC 1st Previous Next ↓Bottom Just 11th
would pay a monthly fee equal to one-twelfth of .10% of the net assets of the   
Fund.  If the New Agreement had been in effect during the Fund's 1996 fiscal    
year, the Fund also would have paid $173,017 in management fees to the Advisor. 
There is no difference between these dollar amounts expressed as a percentage of
the amount paid to the Advisor under the Current Agreement for the Fund's 1996  
fiscal year.                                                                    

  It is anticipated that the New Agreement will become effective on or about
October 31, and will continue in effect until December 31, 1997, and,           
thereafter, only if such continuance is approved at least annually by a vote of 
the Fund's Board of Directors who are not parties to the New Agreement or       
interested persons of any such party, cast in person at a meeting called for    
such purpose.  In addition, continuance of the New Agreement may be effected if 
approved by the affirmative vote of the holders of a majority of the outstanding
voting securities of the Fund.                                                  

The New 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 a    
majority of the outstanding voting securities of the Fund, on sixty days'       
written notice to the Advisor.  In addition, the New Agreement may be terminated
by the Advisor after ninety days' written notice to the Fund.  It will          
automatically terminate in the event of its assignment.                         

The Current and New Agreements each permit the Advisor to knowingly pay 
commissions on securities transactions which are greater than another broker    
might charge if the Advisor determines in good faith that the commission paid   
was reasonable in relation to the value of the brokerage and research services  
provided by such broker, viewed in terms of that specific transaction or the    
Advisor's overall responsibilities with respect to its accounts, including the  
Fund, as to which it exercises investment discretion.                           

INFORMATION REGARDING THE ADVISOR                                               

The Advisor, located at 1299 Ocean Avenue, 11th Floor, Santa Monica,    
California 90401, was organized in May 1981 and is engaged in the business of   
providing investment management services to institutional investors.            

 David G. Booth and Rex A. Sinquefield, directors and officers of both the
Fund and the Advisor, together own approximately 52.15% of the Advisor's        
outstanding stock.  The name, address and principal occupation of each director 
and principal executive officer of the Advisor is set forth below.  The officers
of the Advisor and the Fund are also listed below.                              

DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF THE ADVISOR               

David G. Booth, Santa Monica, CA, is Chairman - Chief Executive Officer,
President and a Director of the Advisor and the Fund.  He is also       
President, Chairman - Chief Executive Officer and a Trustee of The DFA  
Investment Trust Company (the "Trust") (registered investment company). 
Mr. Booth is also Chairman - Chief Executive                            

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PRES14A 12th Page of 24 TOC 1st Previous Next ↓Bottom Just 12th
Officer, President and a Director of DFA Securities Inc., DFA Investment
Dimensions Group Inc. (registered investment company), Dimensional      
Investment Group Inc. (registered investment company) and DFA Australia 
   Limited ("DFA Australia").  He is Chairman and Director of Dimensional Fund
Advisors Ltd. ("DFAL").                                                 

Rex A. Sinquefield, Santa Monica, CA, is Chairman - Chief Investment    
  Officer and a Director of the Advisor and the Fund.  He is also Chairman -
Chief Investment Officer and a Director of DFA Securities Inc., DFA     
   Investment Dimensions Group Inc., Dimensional Investment Group Inc. and DFA
Australia.  He is Trustee and Chairman - Chief Investment Officer of the
Trust, and Chairman, Chief Executive Officer and Director of DFAL.      

Eugene Francis Fama, Chicago, IL, Director, is the Robert R. McCormick  
Distinguished Service Professor of Finance, and has been engaged in     
teaching and research in finance and economics at the Graduate School of
 Business, University of Chicago, Chicago, Illinois since September, 1963.
Mr. Fama also is a Director of DFA Securities Inc.                      

John Andrew McQuown, Mill Valley, CA, Director, has been self employed  
  since 1974 as an entrepreneur, financier and consultant to major financial
 institutions.  He is also a Director of Mortgage Information Corporation,
KMV Corporation and Microsource, Inc.  Mr. McQuown also is a Director of
DFA Securities Inc.                                                     

Lloyd Stockel, Los Angeles, CA, Director, is a private investor and a   
retired general partner of Goldman Sachs & Co.  Mr. Stockel also is a   
Director of DFA Securities Inc.                                         

OFFICERS OF THE ADVISOR AND THE FUND                                    

Arthur Barlow, Vice President, Santa Monica, CA.                        

Truman Clark, Vice President, Santa Monica, CA.                         

Maureen Connors, Vice President, Santa Monica, CA.                      

Robert Deere, Vice President, Santa Monica, CA.                         

Irene R. Diamant, Vice President and Secretary, Santa Monica, CA.       

Eugene Fama, Jr., Vice President, Santa Monica, CA.                     

 Kamyab Hashemi-Nejad, Vice President, Controller and Assistant Treasurer,
Santa Monica, CA.                                                       

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Stephen P. Manus, Vice President, Santa Monica, CA.                     

Karen McGinley, Vice President, Santa Monica, CA.                       

Catherine L. Newell, Vice President, Santa Monica, CA.                  

David Plecha, Vice President, Santa Monica, CA.                         

George Sands, Vice President, Santa Monica, CA.                         

   Michael T. Scardina, Vice President, Chief Financial Officer and Treasurer,
Santa Monica, CA.                                                       

 Jeanne C. Sinquefield, Ph.D., Executive Vice President, Santa Monica, CA.

Scott Thornton, Vice President, Santa Monica, CA.                       

Weston Wellington, Vice President, Santa Monica, CA.                    

Each of the officers listed above, other than Michael T. Scardina, owns 
stock of the Advisor in an amount not exceeding 1% of the Advisor's total       
outstanding stock.  Mr. Scardina owns 3.31% of the Advisor's total outstanding  
stock.                                                                          

At the present time, the Advisor serves as investment advisor to the    
investment companies listed below, each of which has as its investment objective
to seek long-term capital appreciation and seeks to achieve its objective by    
investing in emerging markets designated by the Investment Committee of the     
Advisor.  With respect to such investment companies, the table below also sets  
forth the net assets as of August 31, 1997, and the rate of the Advisor's       
compensation.                                                                   

                                                          INVESTMENT
                                       NET ASSETS        MANAGEMENT FEE AS
                                         AS OF           A PERCENTAGE OF
NAME OF INVESTMENT COMPANY             AUGUST 31, 1997     AVERAGE NET ASSETS   
--------------------------             ---------------     ------------------   
Emerging Markets Series*               $259 million               0.10%         
Emerging Markets Small Cap Series*     $23 million                0.20%         

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

*   The Series is a separate series of The DFA Investment Trust Company, a      
registered investment company, and serves as a master fund in a master  
fund-feeder fund structure.                                             

DIRECTORS' RECOMMENDATION                                                       

The Board of Directors of the Fund unanimously recommends that the      
shareholders of the Fund vote to approve the New Agreement.                     

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      *  *  *  *  *  *

PROPOSAL 3:   TO APPROVE OR DISAPPROVE REVISIONS TO THE FUND'S FUNDAMENTAL      
INVESTMENT POLICIES                                 

The Fund's fundamental investment policies, as set forth as "Investment 
Restrictions," in the Fund's prospectus, currently contain numerous restrictions
against making certain types of investments based upon prohibitions in the 1940 
Act as well as various state blue sky laws.  On October 11, 1996, President     
Clinton signed the National Securities Markets Improvement Act of 1996.  This   
new legislation created a national system of regulating mutual funds by         
pre-empting state blue sky laws that require the registration or qualification  
of such securities.  As a result of this legislation investment companies need  
not comply with state blue sky laws restricting an investment company's         
investments, and the Fund desires to eliminate all such restrictions other than 
those also mandated by the 1940 Act.  Accordingly, it is proposed that the      
following restrictions on the Fund's investment activities be eliminated:       

(1)  the writing or acquiring of options;                               

(2)  in connection with the purchase or sale of foreign currency futures
      contracts, investing no more than 5% of the Fund's assets as initial
or variation margin deposits;                                 

  (3)  purchasing or retaining securities of an issuer if those officers and
    directors of the Fund or the Advisor owning more than 1/2 of 1% of
such securities together own more than 5% of such securities; 

 (4)  pledging, mortgaging or hypothecating any of the Fund's assets to an
   extent greater than 10% of its total assets at fair market value,
except to secure borrowings;                                  

(5)  investing more than 5% of the Fund's total assets in securities of 
      companies which have (with predecessors) a record of less than three
years' continuous operation;                                  

 (6)  acquiring interests in oil, gas or other mineral exploration, leases
or development programs;                                      

(7)  purchasing warrants;                                               

(8)  selling securities short; and                                      

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(9)  as to 100% of the Fund's assets, acquiring no more than 10% of the 
voting securities of any issuer.                              

None of the restrictions that are proposed to be deleted are expected to
have any material impact upon the Fund's continued operations.                  

With respect to commodities and options, the Fund's current investment  
limitations provide that it will not invest in commodities or write or acquire  
options, except the Fund may purchase or sell foreign currency futures contracts
and options, provided that not more than 5% of the Fund's assets are then       
invested as initial or variation margin deposits.  As set forth above, it is    
proposed that the Fund's restriction on writing or acquiring options and the 5% 
restriction with respect to margin deposits be eliminated as fundamental        
policies.  In addition, it is proposed that the Fund's limitation on commodities
be amended to state that the Fund is permitted to purchase or sell "financial   
futures contracts and options thereon."  While the Fund is currently permitted  
to invest in foreign currency futures contracts and options, this amended policy
would provide the Fund with the flexibility to invest in additional types of    
futures and options contracts, such as stock index futures contracts and options
thereon.  For example, it is anticipated that the Fund could engage in such     
transactions for the purpose of remaining fully invested and to maintain        
liquidity to pay redemptions.  This proposed change is not expected to          
materially affect the operations of the Fund.                                   

To the extent that the Fund invests in futures contracts and options    
thereon for other than bona fide hedging purposes, the Fund will not enter into 
such transactions if, immediately thereafter, the sum of the amount of initial  
margin deposits  and premiums paid for open futures options would exceed 5% of  
the Fund's total assets, after taking into account unrealized profits and       
unrealized losses on such contracts it has entered into; provided, however,     
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 the 5%.                      

Futures and option transactions entail the risk that an imperfect       
correlation may exist between changes in the market value of the stocks owned by
the Fund and the prices of such futures contracts and options.  At times, the   
market for such contracts and options might lack liquidity, thereby inhibiting  
the Fund's ability to close a position in such investments.  Gains or losses on 
investments in futures and options depend on the direction of securities prices,
interest rates and other economic factors, and the loss from investing in       
futures transactions is potentially unlimited.                                  

 A change in the Fund's current investment limitation concerning borrowing
is also being proposed.  The Fund's current limitation in this regard states    
that the Fund will not "borrow, except in connection with a foreign currency    
transaction, the settlement of a portfolio trade, or as a temporary measure for 
extraordinary or emergency purposes and, in no event, in excess of 33% of the   
Fund's gross assets valued at the lower of market or cost."  It is proposed that
the Fund's current borrowing policy be amended in two respects.  First,         

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the Fund wishes to clarify that when it borrows for extraordinary or emergency  
purposes, such borrowing is deemed to include meeting redemption requests.      
Second, it is proposed that with respect to permissible borrowings, the Fund not
borrow in excess of 33% of its "net assets valued at market," rather than 33% of
its "gross assets valued at the lower of cost or market."  This latter change is
being proposed so that the Fund's limitation on borrowing is consistent with the
limitations on borrowing for open-end funds imposed by the 1940 Act.            

   The Fund is currently subject to an investment limitation which states that
it will not "acquire more than 10% of the voting securities of any issuer."     
This limitation applies to 100% of the Fund's assets.  It is proposed that this 
limitation be eliminated and replaced with a restriction which provides that the
Fund will not, as to 75% of its assets, acquire more than 10% of the voting     
securities of any issuer.  This change is being proposed so that the Fund's     
limitation with respect to its investment in the voting securities of any one   
issuer is consistent with the requirement under the 1940 Act for a diversified  
investment company, such as the Fund.  The proposed change in this limitation is
not expected to materially affect the operations of the Fund.                   

In light of the foregoing, it is proposed that the Fund's investment    
restrictions be restated as follows:                                            

The Fund will not:                                                      

(1)  invest in commodities or purchase or sell real estate (including   
   limited partnership interests), although it may purchase and sell
        securities of companies which deal in real estate and may purchase and
       sell securities which are secured by interests in real estate and may
        purchase or sell financial futures contracts and options thereon, such
     as foreign currency futures contracts and options and index futures
contracts and options;                                        

  (2)  make loans of cash, except through the acquisition of publicly-traded
debt securities and short-term money market instruments;      

   (3)  invest in the securities of any issuer (except obligations of the U.S.
        government and its instrumentalities) if, as a result, more than 5% of
the Fund's total assets, at market, would be invested in the  
       securities of such issuer, provided that this limitation applies only
to 75% of the total assets of the Fund;                       

  (4)  borrow, except in connection with a foreign currency transaction, the
settlement of a portfolio trade, or as a temporary measure for
   extraordinary or emergency purposes, including to meet redemption
       requests, and, in no event, in excess of 33% of the Fund's net assets
valued at market;                                             

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(5)  engage in the business of underwriting securities issued by others,
      except to the extent that the sale of securities originally acquired
for investment purposes may be deemed an underwriting;        

(6)  invest for the purpose of exercising control over management of any
company;                                                      

(7)  acquire any securities of companies within one industry if, as a   
      result of such acquisition, more than 25% of the value of the Fund's
       total assets would be invested in securities of companies within such
industry;                                                     

(8)  purchase securities on margin; or                                  

(9)  as to 75% of the Fund's assets, acquire more than 10% of the voting
securities of any issuer.                                     

DIRECTORS' RECOMMENDATION                                                       

The Board of Directors of the Fund unanimously recommends that the      
shareholders of the Fund vote to approve the revisions to the Fund's investment 
policies.                                                                       

      *  *  *  *  *  *

OTHER MATTERS                                                                   

CHANGE IN POLICY REGARDING VALUE SECURITIES                             

The emerging markets in which the Fund invests are those approved by the
Investment Committee of the Advisor to the Fund ("Approved Markets").  Since it 
commenced operations, the Fund has sought to achieve its investment objective by
attempting to own shares of companies whose aggregate overall share of the      
Approved Market's total public capitalization is at least the upper 40% of such 
capitalization, and can be as large as 75%.  Each of the members of the         
Investment Committee of the Advisor and the Board of Directors of the Fund has  
approved a change in policy of the Fund which provides that the Fund will seek  
to achieve its investment objective by investing in emerging market equity      
securities which are deemed by the Advisor to be value stocks at the time of    
purchase ("value securities").  Securities are considered value securities      
primarily because they have a high book value in relation to their market value.
In measuring value, the Advisor may consider additional factors such as cash    
flow, economic conditions and developments in the issuer's industry.            

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   The Fund's portfolio will be adjusted to include value stocks gradually and
in an orderly fashion consistent with an attempt to minimize the costs incurred 
by sales of the portfolio's stocks not considered to be value securities by the 
Advisor.  It is anticipated that the shift in policy will be accomplished       
by March of 1998 so by that time the Fund will have at least 65% of its         
portfolio invested in value securities.                                         

  This change in the Fund's investment policy is not a change in a fundamental
policy of the Fund and, therefore, the 1940 Act does not require approval by the
Fund's shareholders.                                                            

OTHER INFORMATION                                                               

PFPC Inc. serves as the accounting services, dividend disbursing and    
transfer agent for the Fund and is located at 400 Bellevue Parkway, Wilmington, 
DE  19809.  The Fund acts as distributor of each series of its own shares of    
stock.  The Fund has entered into an agreement with DFA Securities Inc., a      
wholly-owned subsidiary of the Advisor, pursuant to which DFA Securities Inc. is
responsible for supervising the sale of the shares of the Fund.  No compensation
is paid by the Fund to DFA Securities Inc. under this agreement.                

Coopers & Lybrand L.L.P. serve as the Fund's independent accountants.  A
representative of Coopers & Lybrand L.L.P. is not expected to be present at the 
Meeting.                                                                        

SHAREHOLDER REPORTS                                                             

The most recent Annual Report and the Semi-Annual Report for the Fund is
available at no cost to shareholders upon request by contacting the Fund at 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401 or returning the enclosed      
postage-paid card.                                                              

SHAREHOLDER PROPOSALS                                                           

 Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Secretary of the Fund, at 
1299 Ocean Avenue, 11th Floor, Santa Monica, CA  90401.  Ordinarily, the Fund   
does not hold shareholders' meetings.                                           

            By Order of the Board of Directors

IRENE R. DIAMANT      
Secretary             
October 15, 1997                                                                

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                                                                   EXHIBIT A
     FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT

      DIMENSIONAL EMERGING MARKETS FUND INC.

     ARTICLES OF AMENDMENT AND RESTATEMENT

THIS IS TO CERTIFY THAT:                                                        

   FIRST:  Dimensional Emerging Markets Fund Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its charter as currently in effect 
and as hereinafter amended.                                                     

SECOND:  The following provisions are all the provisions of the charter 
currently in effect and as hereinafter amended:                                 

       "SECOND:  The name of the Corporation is Dimensional Emerging Markets
Fund Inc.                                                               

      THIRD:  The purpose for which the Corporation is formed is to act as
an open-end management investment company.  The Corporation may exercise
all of the powers provided in these Articles or granted by law.         

 FOURTH:  The post office address of the principal office of the
Corporation in the State of Maryland is 32 South Street, Baltimore,     
  Maryland 21202.  The name and post office address of the resident agent of
the Corporation in the State of Maryland is The Corporation Trust       
Incorporated, 32 South Street, Baltimore, Maryland 21202.               

   FIFTH:  The total number of shares of stock which the Corporation
 shall have the authority to issue is 200,000,000 shares of a par value of
  one cent ($.01) per share and having an aggregate par value of $2,000,000,
all of which shall be considered common stock and are allocated to the  
   following class or classes (each a "Class" and collectively the "Classes"):
"Dimensional Emerging Markets Fund Shares."                             

Subject to the provisions of these Articles of Amendment and  
 Restatement, the Board of Directors shall have the power to authorize the
issuance of shares of stock of the Corporation for such consideration as
may be fixed by the Board of Directors.                                 

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PRES14A 20th Page of 24 TOC 1st Previous Next ↓Bottom Just 20th
   The Board of Directors of the Corporation shall have the power to
classify and reclassify any unissued shares of stock of the             
Corporation, from time to time, into one or more Classes, by setting or 
changing the preferences, conversion, or other rights, voting powers,   
restrictions, limitations as to dividends, qualifications, terms, and   
conditions of redemption and other characteristics as the Board may     
determine.  At any time when there are no shares outstanding of a       
Class, such Class may be terminated by the Board of Directors.          

      The holder of each share of each Class shall be entitled to one vote
for each full share and a fractional vote for each fractional share.  On
 any matter submitted to a vote of stockholders, all shares of all Classes
then issued and outstanding shall be voted in the aggregate, and not by 
   Class, except (1) when otherwise expressly provided by the Maryland General
Corporation Law, or (2) when required by the Investment Company Act of  
 1940, as amended (the "1940 Act"), shares shall be voted by Class, or (3)
 when the matter to be voted does not affect any interest of a Class, then
  only stockholders of the affected Class shall be entitled to vote thereon.
There shall be no cumulative voting.                                    

       Notwithstanding any provision of the Maryland General Corporation Law
 requiring more than a majority of the votes of all Classes, or any Class,
entitled to vote on a matter, including but not limited to amending the 
  Articles of Incorporation, the Corporation may take or authorize corporate
  action upon the favorable vote of a majority of the shares of stock of all
 Classes, or the Class or Classes entitled to vote thereon, as provided in
the preceding paragraph.                                                

        The Class known as Dimensional Emerging Markets Fund Shares shall have
the following powers, preferences, rights, and the characteristics,     
restrictions, and limitations thereof shall be as follows:              

    1.  All consideration received by the Corporation for the issue or
 sale of stock of the Class, together with all assets, income and proceeds
derived from the sale, exchange, or liquidation of assets of such Class,
and any funds or payments derived from any reinvestment thereof, shall  
  belong to such Class and shall be so recorded upon the books of account of
the Corporation.                                                        

      2.  The assets of the Class shall be charged with the liabilities of
such Class, and with such share of the general liabilities of the       
Corporation as the Board of Directors may determine.                    

     3.  Dividends or distributions on shares of the Class shall be paid
only out of earnings, surplus, or other legally available assets of such
Class.                                                                  

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4.  In the event of the liquidation or dissolution of the     
Corporation, stockholders of the Class shall be entitled to receive out 
of the assets of the Corporation available for distribution to          
stockholders, but other than general assets not belonging to any        
particular Class, the assets belonging to such Class, and the assets so 
distributable to the stockholders of the Class shall be distributed     
among such stockholders in proportion to the number of shares of such   
Class held by them and recorded on the books of the Corporation.  In    
the event that there are any general assets of the Corporation not      
belonging to any particular Class and available for distribution, such  
assets shall be distributed to the holders of stock of all Classes in   
proportion to the relative net asset value of the respective Classes    
determined as hereinafter provided.                                     

      5.  The holders of the shares of stock of the Corporation shall have
  no preemptive rights to subscribe to new or additional shares of its stock
or other securities.                                                    

        6.  The shares of the Class shall be redeemable at the net asset value
   thereof, calculated as provided by the Board of Directors, and the proceeds
of redemption shall be payable in cash or in other assets lawfully      
 available therefore, or a combination thereof, as determined by the Board
of Directors.  The Board of Directors may, from time to time, place such
restrictions on the right of redemption and the manner of effecting     
redemptions as, in their judgment, is necessary and desirable, provided,
however, that no such restriction may be imposed which is not consistent
with the requirements of the 1940 Act.  Subject to the foregoing, the   
shares of the Class shall be redeemable by the holders thereof upon     
 request.  In addition, the Corporation shall have the right to redeem the
 shares of the Class at the net asset value of such shares upon such terms
and in such manner, and at such time, as the Board of Directors shall   
determine.                                                              

     SIXTH:    The number of Directors of the Corporation shall be seven
 (7), which number may be increased or decreased pursuant to the Bylaws of
  the Corporation, but shall never be less than the minimum number permitted
   by the Maryland General Corporation Law, as amended from time to time.  The
names of the current directors who shall act until the next following   
  annual meeting and until their successors are duly chosen and qualify are:

David G. Booth                Rex A. Sinquefield              
George M. Constantinides      John P. Gould                   
Roger G. Ibbotson             Merton H. Miller                
Myron S. Scholes                                              

     A-3

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   SEVENTH:  (a)  Subject to any limitation imposed by the 1940 Act,
shall indemnify (A) its directors and officers, whether serving the     
   Corporation or at its request any other entity, to the full extent required
  or permitted by the General Laws of the State of Maryland now or hereafter
   in force, including the advance of expenses under the procedures and to the
full extent permitted by law, and (B) other employees and agents to such
 extent as shall be authorized by the Board of Directors or the Bylaws and
  as permitted by law.  The foregoing rights of indemnification shall not be
   exclusive of any other rights to which those seeking indemnification may be
 entitled.  The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to
adopt, approve and amend from time to time such bylaws, resolutions or  
contracts implementing such provisions or such further indemnification  
arrangements as may be permitted by law.  No amendment of the charter of
   the Corporation or repeal of any of its provisions shall limit or eliminate
the right of indemnification provided hereunder with respect to acts or 
omissions occurring prior to such amendment or repeal.                  

           (b)  Subject to any limitations imposed by the 1940 Act, to the
fullest extent permitted by Maryland statutory or decisional law, as    
amended or interpreted, and the 1940 Act, no director or officer of this
Corporation shall be personally liable to the Corporation or its        
stockholders for money damages.  No amendment of the charter of the     
   Corporation or repeal of any of its provisions shall limit or eliminate the
 limitation of liability provided to directors and officers hereunder with
   respect to any act or omission occurring prior to such amendment or repeal.

       EIGHTH:   The Corporation reserves the right to amend, alter, change,
 or repeal any provision contained in these Articles of Incorporation, and
  all rights, contract and otherwise, conferred herein upon the stockholders
are granted subject to such reservation."                               

  THIRD:  The amendment to and restatement of the charter of the Corporation
has been duly advised by the board of directors and approved by the stockholders
of the Corporation as required by law.                                          

  FOURTH:  The current address of the principal office of the Corporation in
the State of Maryland is set forth in Article Fourth of the foregoing amendment 
and restatement of the charter.                                                 

   FIFTH:  The name and address of the Corporation's current resident agent is
set forth in Article Fourth of the foregoing amendment and restatement of the   
charter.                                                                        

 SIXTH:  The number of directors of the Corporation and the names of those
currently in office are set forth in Article Sixth of the foregoing amendment   
and restatement of the charter.                                                 

     A-4

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SEVENTH:  The undersigned President acknowledges these Articles of      
Amendment and Restatement to be the corporate act of the Corporation and as to  
all matters or facts required to be verified under oath, the undersigned        
President acknowledges that to the best of his knowledge, information and       
belief, these matters and facts are true in all material respects and that this 
statement is made under the penalties of perjury.                               

  IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary 
on this 29th day of October, 1997.                                              

ATTEST:                                           DIMENSIONAL EMERGING MARKETS  
                             FUND INC.

/s/ Irene R. Diamant                              By: /s/ David G. Booth        
---------------------------                           ----------------------    
Irene R. Diamant, Secretary                           David G. Booth, President 

     A-5

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BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES 
TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" EACH PROPOSAL,  
AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING.  IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE     
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.                   

DIMENSIONAL EMERGING MARKETS FUND INC.                        PROXY IS SOLICITED
                                             ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS MICHAEL T. SCARDINA, IRENE R. DIAMANT AND       
CATHERINE L. NEWELL, OR ANY ONE OF THEM, WITH THE RIGHT OF SUBSTITUTION, PROXIES
OF THE UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS OF DIMENSIONAL        
EMERGING MARKETS FUND INC. ("FUND") TO BE HELD AT 1299 OCEAN AVENUE, 11TH FLOOR,
SANTA MONICA, CALIFORNIA, 90401 AT 9 A.M., PACIFIC COAST TIME, ON OCTOBER 29,   
1997 OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF, WITH ALL THE POWERS WHICH   
THE UNDERSIGNED WOULD POSSESS, IF PERSONALLY PRESENT, AND INSTRUCTS THEM TO VOTE
UPON ANY MATTERS WHICH MAY PROPERLY BE ACTED UPON AT THIS MEETING, AND          
SPECIFICALLY AS INDICATED ON THE LOWER PORTION OF THIS FORM.                    

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER WHOSE SIGNATURE APPEARS BELOW.  IF PROPERLY  EXECUTED  BUT NO   
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.                

PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF EACH OF THESE MATTERS.        

TO VOTE MARK AN   /X/   IN BLUE OR BLACK INK BELOW    PLEASE FOLD HERE        

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

                                             FOR       AGAINST   ABSTAIN

1. TO APPROVE AN AMENDMENT TO AND RESTATEMENT   / /         / /       / /     
OF THE CHARTER OF THE FUND WHICH PROVIDES                               
FOR THE CONVERSION OF THE FUND INTO AN                                  
OPEN-END INVESTMENT COMPANY.                                            

                                             FOR       AGAINST   ABSTAIN

2. TO APPROVE OR DISAPPROVE A NEW INVESTMENT    / /         / /       / /     
MANAGEMENT AGREEMENT.                                                   

                                             FOR       AGAINST   ABSTAIN

3. TO APPROVE OR DISAPPROVE A RESTATEMENT OF    / /         / /       / /     
THE FUND'S FUNDAMENTAL INVESTMENT POLICIES.                             

                 -----------------   ---------------------------   ---------
            SIGNATURE           SIGNATURE (JOINT OWNER)       DATE

            PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ABOVE TO
             AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
              WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT
          OWNERS SHOULD SIGN.  PERSONS SIGNING AS AN EXECUTOR,
                ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE
FULL TITLE AS SUCH.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

	12/31/97	11
	10/31/97	7
For Period End:	10/30/97
	10/29/97	2	24	DEFS14A
	10/15/97	2	18
Filed on:	9/30/97
	9/15/97	2	3
	8/31/97	13
	12/20/96	10
	11/30/96	10		N-30D, NSAR-B
	10/11/96	14
	3/1/94	9
	2/28/94	10
	2/25/94	10
				List all Filings

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Filing Submission 0000912057-97-032199 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Dimensional Emerging Markets Value Fund – ‘PRES14A’ for 10/30/97

As of: Tuesday, 9/30/97 · For: 10/30/97 · Accession #: 912057-97-32199 · File #: 811-07440

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents