DIMENSIONAL INVESTMENT GROUP INC/, 485BPOS, 1995-08-03

DIMENSIONAL INVESTMENT GROUP INC/
485BPOS, 1995-08-03

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<PAGE>

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. 9 File No. 33-33980 X
-----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-----
Amendment No. 10 File No. 811-6067 X

DIMENSIONAL INVESTMENT GROUP INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
---------------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)

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

Irene R. Diamant, 1299 Ocean Avenue, 11th Floor,
Santa Monica, California 90401
---------------------------------------------------
(Name and Address of Agent for Service)

Copies of communications to Stephen W. Kline, Esquire, Stradley, Ronon, Stevens
& Young, Great Valley Corporate Center, 30 Valley Stream Parkway, Malvern, PA
19355, (215) 640-5801.

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

/X/ 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)(2) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2).

This Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. On January 25, 1995, Registrant filed a Rule 24f-2 Notice
for Registrant's most recent fiscal year which ended November 30, 1994.

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

<PAGE>

FORM N-1A

CROSS REFERENCE SHEET
---------------------
(as required by Rule 404)

FORM N-1A PART A ITEM NO. PROSPECTUS LOCATION
- ------------------------- -------------------

Item 1. Cover Page......................... Cover Page
Item 2. Synopsis........................... Highlights
Item 3. Condensed Financial Information.... Condensed Financial
Information

Item 4. General Description of Registrant.. Cover Page; Highlights;
The Portfolio; Special
Information About the
Portfolio's Structure;
Investment Objective and
Policies; Risk Factors;
Securities Loans; General
Information

Item 5. Management of the Fund............. Highlights; Management of
the Portfolio;
Administrative Services

Item 6. Capital Stock and Other Securities. Highlights; Dividends,
Capital Gains
Distributions and Taxes;
General Information

Item 7. Purchase of Securities Being
Offered............................ Highlights; Purchase of
Shares; Valuation of
Shares; Distribution;
Exchange of Shares

Item 8. Redemption or Repurchase........... Highlights; Redemption of
Shares

Item 9. Pending Legal Proceedings.......... Not Applicable

-1-

<PAGE>

FORM N-1A PART B ITEM NO. LOCATION IN STATEMENT OF
- ------------------------- ADDITIONAL INFORMATION
-----------------------

Item 10. Cover Page......................... Cover Page

Item 11. Table of Contents.................. Table of Contents

Item 12. General Information and History.... Other Information

Item 13. Investment Objectives and Policies. Investment Objective and
Policies; Investment
Limitations

Item 14. Management of the Fund.............. Management of the
Portfolio; Directors and
Officers

Item 15. Control Persons and Principal
Holders of Securities.............. Principal Holders of
Securities

Item 16. Investment Advisory and Other
Services........................... Management of the
Portfolio; Administrative
Services

Item 17. Brokerage Allocation and Other
Practices.......................... Brokerage Transactions

Item 18. Capital Stock and Other Securities. Not Applicable

Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........ Purchase of Shares;
Redemption of Shares

Item 20. Tax Status......................... Federal Tax Treatment of
Futures Contracts

Item 21. Underwriters....................... Not Applicable

Item 22. Calculation of Performance Data.... Calculation of
Performance Data

Item 23. Financial Statements............... Financial Statements

-2-

<PAGE>

FORM N-1A PART C ITEM NO. LOCATION IN PART C
- ------------------------- -------------------

Item 24. Financial Statements and Exhibits.. Financial Statements and
Exhibits

Item 25. Persons Controlled by or Under
Common Control with Registrant..... Persons Controlled by or
Under Common Control with
Registrant

Item 26. Number of Holders of Securities.... Number of Holders of
Securities

Item 27. Indemnification.................... Indemnification

Item 28. Business and Other Connections of
Investment Advisor................. Business and Other
Connections of Investment
Advisor

Item 29. Principal Underwriters............. Principal Underwriters

Item 30. Location of Accounts and Records... Location of Accounts and
Records

Item 31. Management Services................ Management Services

Item 32. Undertakings....................... Undertakings

-3-

<PAGE>

PROSPECTUS

AUGUST 3, 1995

DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III
____________________

This prospectus describes the DFA INTERNATIONAL VALUE PORTFOLIO III and the
U.S. LARGE CAP VALUE PORTFOLIO III (collectively the "Portfolios"), each a
series of shares issued by Dimensional Investment Group Inc. (the "Fund"), 1299
Ocean Avenue, 11th floor, Santa Monica, California 90401, (310) 395-8005. Each
Portfolio is an open-end, management investment company whose shares are
offered, without a sales charge, to clients of registered financial advisers.

The Fund issues eight series of shares, each of which represents a separate
class of the Fund's common stock, having its own investment objective and
policies and two of which are set forth in this prospectus. The investment
objective of each Portfolio is to achieve long-term capital appreciation.

EACH PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH DIRECTLY
ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES OF
A CORRESPONDING SERIES OF THE DFA INVESTMENT TRUST COMPANY (THE "TRUST"), AN
OPEN-END, MANAGEMENT INVESTMENT COMPANY THAT OFFERS SERIES THAT HAVE THE SAME
INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS AS THE PORTFOLIOS. THE
INVESTMENT EXPERIENCE OF EACH PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE
INVESTMENT EXPERIENCE OF ITS CORRESPONDING SERIES. INVESTORS SHOULD CAREFULLY
CONSIDER THIS INVESTMENT APPROACH. FOR ADDITIONAL INFORMATION, SEE "THE
PORTFOLIOS".

This prospectus sets forth information about the Portfolios that
prospective investors should know before investing and should be read carefully
and retained for future reference. A statement of additional information about
the Portfolios, dated August 3, 1995, which is incorporated herein by reference,
has been filed with the Securities and Exchange Commission and is available upon
request, without charge, by writing or calling the Fund at the above address or
telephone number.

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

PAGE

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 4

THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

DFA INTERNATIONAL VALUE PORTFOLIO III - INVESTMENT
OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . . . 7

Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . 9

U.S. LARGE CAP VALUE PORTFOLIO III - INVESTMENT
OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . . . 9

Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . .11

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

MANAGEMENT OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . .12

Administrative Services . . . . . . . . . . . . . . . . . . . . . . . . .13

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . .14

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

(i)

<PAGE>

HIGHLIGHTS

PAGE 6
THE PORTFOLIOS

Each Portfolio, in effect, represents a separate mutual fund with its own
investment objective and policies. The investment objective of each Portfolio
is a fundamental policy and may not be changed without the affirmative vote of a
majority of its outstanding securities. Clients of financial advisors may
choose to invest in one or more of the Portfolios. Proceeds from the sale of
shares of a Portfolio will be invested in accordance with that Portfolio's
investment objective and policies. A shareholder will be entitled to a pro rata
share of all dividends and distributions arising from the assets of the
Portfolio in which he invests. Upon redeeming shares, a shareholder will
receive the current net asset value per share of the Portfolio represented by
the redeemed shares.

PAGE 7
INVESTMENT OBJECTIVE - DFA INTERNATIONAL VALUE PORTFOLIO III

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio will invest all of its assets in the DFA
International Value Series of the Trust (the "International Value Series"),
which in turn will invest in the stocks of large non-U.S. companies that have a
high book value in relation to their market value. (See "DFA INTERNATIONAL
VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES".)

PAGE 9
INVESTMENT OBJECTIVE - U.S. LARGE CAP VALUE PORTFOLIO III

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio will invest all of its assets in the U.S. Large Cap
Value Series of the Trust (the "Large Cap Value Series"), which in turn will
invest in the common stocks of U.S. companies with shares that have a high book
value in relation to their market value. The Large Cap Value Series will
purchase common stocks of companies whose market capitalizations equal or exceed
that of a company having the median market capitalization of companies whose
shares are listed on the New York Stock Exchange (the "NYSE"). (See "U.S. LARGE
CAP VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES".)

PAGE 11
RISK FACTORS

The DFA International Value Portfolio III (indirectly through its
investment in the International Value Series) invests in foreign securities.
The International Value Series and the Large Cap Value Series, in which the
corresponding Portfolios invest, may invest in financial futures contracts and
options thereon. Each Portfolio is authorized to invest in repurchase
agreements. Those policies and the policy of the Portfolios to invest in the
shares of corresponding Series of the Trust involve certain risks. (See "RISK
FACTORS".)

<PAGE>

PAGE 12
MANAGEMENT AND ADMINISTRATIVE SERVICES

Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides each
Portfolio with administrative services and also serves as investment advisor to
each Series. PFPC Inc. ("PFPC") provides the Portfolios and the Series with
certain accounting, transfer agency and other services. (See "MANAGEMENT OF THE
PORTFOLIOS".)

PAGE 14
DIVIDEND POLICY

Each Portfolio distributes dividends from its net investment income in
November and December of each year and will distribute any realized net capital
gains annually after the end of the Fund's fiscal year in November. (See
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES".)

PAGE 14

PURCHASE, VALUATION AND REDEMPTION OF SHARES

The shares of the Portfolios are offered at net asset value, which is
calculated as of the close of the NYSE on each day that the Exchange is open for
business. The value of a Portfolio's shares will fluctuate in relation to the
investment experience of its corresponding Series. The redemption price of a
share of each Portfolio is equal to its net asset value. (See "PURCHASE OF
SHARES" and "REDEMPTION OF SHARES".)

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

None*

ANNUAL FUND OPERATING EXPENSES**
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C>
DFA INTERNATIONAL VALUE PORTFOLIO III
Management Fee 0.20%
Administration Fee 0.01%
Other Expenses 0.35%
Total Operating Expenses 0.56%

U.S. LARGE CAP VALUE PORTFOLIO III
Management Fee 0.10%
Administration Fee 0.01%
Other Expenses 0.28%
Total Operating Expenses 0.39%
<FN>

*Shares of the Portfolios that are purchased through omnibus accounts
maintained by securities firms may be subject to a service fee or commission on
such purchases.

**The "Management Fee" is payable by the Series and the "Administration
Fee" is payable by the Portfolio. The amount set forth in "Other Expenses"
represents the aggregate amount that is payable by both the Series and the
Portfolio.
</TABLE>

EXAMPLE

You would pay the following transaction and annual operating expenses on a
$1,000 investment in each Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
DFA International Value Portfolio III $ 6 $ 18 n/a n/a
U.S. Large Cap Value Portfolio III $ 4 $ 13 n/a n/a
</TABLE>

The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolios
will bear directly or indirectly. The table summarizes the aggregate estimated
annual operating expenses of both the Portfolios and the corresponding Series.
(See "MANAGEMENT OF THE PORTFOLIOS" for a description of Portfolio and Series
expenses.) The Board of Directors of the Fund has considered whether such
expenses will be more or less than they would have been if each Portfolio were
to have invested directly in the securities held by its corresponding Series.
The aggregate amount of expenses for a Portfolio and the corresponding Trust
Series may be greater than it would have been if the Portfolio were to invest
directly in the securities held by the corresponding Trust Series. However, the
total expense ratios for the Portfolios and their corresponding Series are
expected to be less over time than such ratios would have been if the Portfolios
would have invested directly in the underlying securities. This is because this
arrangement enables institutional investors, including the Portfolios, to pool
their assets, which may be expected to result in economies by spreading

<PAGE>

certain fixed costs over a larger asset base. Each shareholder in a Series,
including the corresponding Portfolio, will pay its proportionate share of the
expenses of the Series.

The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown. The
Portfolios are new and, therefore, their expenses included in the table are the
estimated annualized expenses that are expected to be incurred through the
fiscal period ending November 30, 1995 and the above example is based on
estimated expenses for the current and next two fiscal years and does not extend
those estimates over five and ten year periods.

Beginning December 1, 1993, the Advisor agreed to waive its fee under the
Investment Management Agreement with respect to the International Value Series
to the extent necessary to keep the cumulative annual expenses of the Series to
not more than 0.45% of average net assets of the Series on an annualized basis.
For purposes of this waiver, the annual expenses are those expenses incurred in
any period consisting of twelve consecutive months. The Advisor estimates that
a waiver will not be necessary to keep the expenses below the stated level. The
Advisor reserves the right to modify or eliminate the fee waiver.

CONDENSED FINANCIAL INFORMATION

The following financial highlights are part of the unaudited financial
statements for the period from February 3, 1995, (date of initial investment of
the Portfolios) through May 31, 1995. The table below sets forth financial data
for a share of stock of each Portfolio throughout the period presented.

DFA INTERNATIONAL VALUE PORTFOLIO III

FINANCIAL HIGHLIGHTS

FOR THE PERIOD FEBRUARY 3, 1995
(commencement of operations)
TO MAY 31, 1995
(Unaudited)

(For a share outstanding throughout the period)

<S> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . $10.00
--------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . 0.01
Net Gains (Losses) on Securities
(Realized and Unrealized). . . . . . . . . . . . . . . . . . . 0.74
--------
Total from Investment Operations . . . . . . . . . . . . . . . 0.75
--------
LESS DISTRIBUTIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . --
--------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $10.75
--------
--------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.50%#

Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . $108,621
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . 0.52%*(a)
Ratio of Net Investment Income to Average Net Assets. . . . . . . . 0.26%*(a)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . N/A

<FN>
* Annualized
# Non-Annualized
(1) Represents the combined ratio for the Portfolio and its respective pro-rata
share of its Master Fund Series.
(a) Because of commencement of operations and related preliminary transaction
costs, these ratios are not necessarily indicative of future ratios.
N/A Refer to the respective Master Fund Series.
</TABLE>

U.S. LARGE CAP VALUE PORTFOLIO III

FINANCIAL HIGHLIGHTS

FOR THE PERIOD FEBRUARY 3, 1995
(commencement of operations)
TO MAY 31, 1995
(Unaudited)

(For a share outstanding throughout the period)

<TABLE>
<S> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . $10.00
--------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . 0.04
Net Gains (Losses) on Securities
(Realized and Unrealized). . . . . . . . . . . . . . . . . . . 1.56
--------
Total from Investment Operations . . . . . . . . . . . . . . . 1.60
--------
LESS DISTRIBUTIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . --

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $11.60
--------
--------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.00%#

Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . $95,962
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . 0.30%*(a)
Ratio of Net Investment Income to Average Net Assets. . . . . . . . 1.33%*(a)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . N/A

THE PORTFOLIOS

Each of the Portfolios, unlike many other investment companies which
directly acquire and manage their own portfolio of securities, seeks to achieve
its investment objective by investing all of its investable assets in a
corresponding Series of the Trust, an open-end, management investment company,
registered under the Investment Company Act of 1940, that issues Series having
the same investment objective as each of the Portfolios. The investment
objective of a Portfolio may not be changed without the affirmative vote of a
majority of its outstanding securities and the investment objective of a Series
of the Trust may not be changed without the affirmative vote of a majority of
its outstanding securities. Shareholders of a Portfolio will receive written
notice thirty days prior to any change in the investment objective of its
corresponding Trust Series.

This prospectus describes the investment objective, policies and
restrictions of each Portfolio and its corresponding Series. (See "DFA
INTERNATIONAL VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES" and "U.S.
LARGE CAP VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES".) In
addition, an investor should read "MANAGEMENT OF THE PORTFOLIOS" for a
description

4
<PAGE>

of the management and other expenses associated with the Portfolios' investment
in the Trust. Other institutional investors, including other mutual funds, may
invest in each Series and the expenses of such other investors and,
correspondingly, their returns may differ from those of the Portfolios. Please
contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401,
(310) 395-8005 for information about the availability of investing in the Series
other than through the Portfolios.

The shares of the Series will be offered to institutional investors for the
purpose of increasing the funds available for investment, to reduce expenses as
a percentage of total assets and to achieve other economies that might be
available at higher asset levels. For example, a Series might be able to place
larger block trades at more advantageous prices and to participate in securities
transactions of larger denominations, thereby reducing the relative amount of
certain transaction costs in relation to the total size of the transaction.
While investment in a Series by other institutional investors offers potential
benefits to the Series and, through their investment in the Series, the
Portfolios also, institutional investment in the Series 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 Series. Also, if an
institutional investor were to redeem its interest in a Series, the remaining
investors in that Series could experience higher pro rata operating expenses,
thereby producing lower returns, and the Series' security holdings may become
less diverse, resulting in increased risk. Institutional investors that have a
greater pro rata ownership interest in a Series than the corresponding Portfolio
could have effective voting control over the operation of the Series.

Further, if a Series changes its investment objective in a manner which is
inconsistent with the investment objective of a corresponding Portfolio and the
shareholders of the Portfolio fail to approve a similar change in the investment
objective of the Portfolio, the Portfolio would be forced to withdraw its
investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. A withdrawal by a Portfolio of its investment in
the corresponding Series could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) to the Portfolio. Should such a
distribution occur, the Portfolio could incur brokerage fees or other
transaction costs in converting such securities to cash in order to pay
redemptions. In addition, a distribution in kind to the Portfolio could result
in a less diversified portfolio of investments and could affect adversely the
liquidity of the Portfolio.

Finally, the Portfolios' investment in the shares of a registered
investment company such as the Trust is new and results in certain operational
and other complexities. However, management believes that the benefits to be
gained by shareholders outweigh the additional complexities and that the risks
attendant to such investment are not inherently different from the risks of
direct investment in securities of the type in which the Trust Series invest.

DFA INTERNATIONAL VALUE PORTFOLIO III -
INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

The investment objective of the DFA International Value Portfolio III is to
achieve long-term capital appreciation. The Portfolio pursues its objective by
investing all of its assets in the International Value Series, which has the
same investment objective and policies as the Portfolio. The International
Value Series operates as a diversified investment company and seeks to achieve
its objective by investing in the stocks of large non-U.S. companies that have a
high book value in relation to their market value (a "book to market ratio").
The shares of a company in any given country will be considered to have a high
book to market ratio if the ratio equals or exceeds the ratios of any of the 30%
of companies in that country with the highest positive book to market ratios
whose shares are listed on a major exchange, and, as described below, will be
considered eligible for investment. The

<PAGE>

International Value Series intends to invest in the stocks of large companies in
countries with developed markets. Initially, the International Value Series
will invest in the stocks of large companies in Japan, the United Kingdom,
Germany, France, Switzerland, Italy, Belgium, Spain, the Netherlands, Sweden,
Hong Kong, Singapore and Australia. As the International Value Series' asset
growth permits, it may invest in the stocks of large companies in other
developed markets. (See "RISK FACTORS".)

PORTFOLIO STRUCTURE

Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Series' assets will be
invested in such companies in any one country. The International Value Series
reserves the right to invest in index futures contracts to commit funds awaiting
investment or to maintain liquidity. The International Value Series will not
purchase futures contracts if as a result more than 5% of its total assets would
then consist of initial and variation margin deposits on such contracts. The
International Value Series also may invest up to 5% of its assets in convertible
debentures issued by large non-U.S. companies.

The International Value Series intends to invest in companies having at
least $500 million of market capitalization. The Advisor believes that such
minimum amount accounts for variations in company size among countries and
provides a sufficient universe of eligible companies. The International Value
Series will be approximately market capitalization weighted. In determining
market capitalization weights, the Advisor, using its best judgment, will seek
to eliminate the effect of cross holdings on the individual country weights. As
a result, the weighting of certain countries in the International Value Series
may vary from their weighting in international indices, such as those published
by The Financial Times, Morgan Stanley Capital International or Salomon/Russell.
The Advisor, however, will not attempt to account for cross holding within the
same country. The Advisor may exclude the stock of a company that otherwise
meets the applicable criteria if the Advisor determines, in its best judgment,
that other conditions exist that make the purchase of such stock for the
International Value Series inappropriate.

Deviation from market capitalization weighting will occur because the
International Value Series intends to purchase round lots only. In order to
retain sufficient liquidity, the relative amount of any security held by the
International Value Series may be reduced from time to time from the level which
adherence to market capitalization weighting would otherwise require. A
portion, but generally not in excess of 20%, of the International Value Series'
assets may be invested in interest-bearing obligations, such as money-market
instruments, thereby causing further deviation from market capitalization
weighting. Such investments would be made on a temporary basis pending
investment in equity securities pursuant to the International Value Series
investment objective. A further deviation from market capitalization weighting
may occur if the International Value Series invests a portion of its assets in
convertible debentures.

The International Value Series may make block purchases of eligible
securities at opportune prices even though such purchases exceed the number of
shares which, at the time of purchase, adherence to the policy of market
capitalization weighting would otherwise require. While such purchases might
cause a temporary deviation from market capitalization weighting, they would
ordinarily be made in anticipation of further growth of the assets of the
International Value Series.

Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the International Value Series take place with every trade when the
securities markets are open for trading due, primarily, to price fluctuations of
such securities. On not less than a semi-annual basis, the Advisor will prepare
a current list of eligible large companies with high book to market ratios whose
stock are eligible for investment. Only common stocks whose market
capitalizations are not less than the minimum on such list will be purchased by
the International Value Series. Additional investments will not be made in
securities which have depreciated in value to such an extent that they are not
then considered by the Advisor to

<PAGE>

be large companies. This may result in further deviation from market
capitalization weighting and such deviation could be substantial if a
significant amount of the International Value Series' holdings decrease in value
sufficiently to be excluded from the then current market capitalization
requirement for eligible securities, but not by a sufficient amount to warrant
their sale.

It is management's belief that the stocks of large companies with high book
to market ratios offer, over a long term, a prudent opportunity for capital
appreciation but, at the same time, selecting a limited number of such issues
for inclusion in the International Value Series involves greater risk than
including a large number of them. The Advisor does not anticipate that a
significant number of securities which meet the market capitalization criteria
will be selectively excluded from the International Value Series.

The International Value Series does not seek current income as an
investment objective and investments will not be based upon an issuer's dividend
payment policy or record. However, many of the companies whose securities will
be included in the International Value Series do pay dividends. It is
anticipated, therefore, that the International Value Series will receive
dividend income.

PORTFOLIO TRANSACTIONS

Securities which have depreciated in value since their acquisition will not
be sold by the International Value Series solely because prospects for the
issuer are not considered attractive, or due to an expected or realized decline
in securities prices in general. Securities may be disposed of, however, at any
time when, in the Advisor's judgment, circumstances warrant their sale, such as
tender offers, mergers and similar transactions, or bids made for block
purchases at opportune prices. Generally, 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. 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 policy of maintaining a portfolio of companies with
large market capitalizations and high book to market ratios. The annual
portfolio turnover rate of the International Value Series is not expected to
exceed 20%.

U.S. LARGE CAP VALUE PORTFOLIO III -
INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

The investment objective of the U.S. Large Cap Value Portfolio III is to
achieve long-term capital appreciation. The Portfolio pursues its objective by
investing all of its assets in the Large Cap Value Series, which has the same
investment objective and policies as the Portfolio. The Large Cap Value Series
seeks to achieve its objective by investing in the common stocks of large U.S.
companies with shares that have a high book to market ratio. A company's shares
will be considered to have a high book to market ratio if the ratio equals or
exceeds the ratios of any of the 30% of companies with the highest positive book
to market ratios whose shares are listed on the NYSE and, except as described
below, will be considered eligible for investment. A company will be considered
"large" if its market capitalization (i.e., the market price of its common stock
multiplied by the number of outstanding shares) equals or exceeds that of the
company having the median market capitalization of companies whose shares are
listed on the NYSE. In addition, the Large Cap Value Series is authorized to
invest in private placements of interest-bearing debentures that are convertible
into common stock ("privately placed convertible debentures"). Such investments
are considered illiquid and the value thereof together with the value of all
other illiquid investments may not exceed 15% of the value of the Large Cap
Value Series' total assets at the time of purchase.

<PAGE>

PORTFOLIO STRUCTURE

The Large Cap Value Series will operate as a "diversified" investment
company. Further, the Large Cap Value Series will not invest more than 25% of
its total assets in securities of companies in a single industry. Ordinarily,
at least 80% of the assets of the Large Cap Value Series will be invested in a
broad and diverse group of readily marketable common stocks of large U.S.
companies with high book to market ratios, as described above. The Large Cap
Value Series may invest a portion of its assets, ordinarily not more than 20%,
in high quality, highly liquid fixed income securities such as money market
instruments, including short-term repurchase agreements. The Large Cap Value
Series will purchase securities that are listed on the principal U.S. national
securities exchanges and traded over-the-counter.

The Large Cap Value Series will be structured on a market capitalization
basis, by generally basing the amount of each security purchased on the issuer's
relative market capitalization, with a view to creating in the Large Cap Value
Series a reasonable reflection of the relative market capitalizations of its
portfolio companies. However, the Advisor may exclude the securities of a
company that otherwise meets the applicable criteria described above if the
Advisor determines, in its best judgment, that other conditions exist that make
the inclusion of such security inappropriate.

Deviation from strict market capitalization weighting will also occur
because the Large Cap Value Series intends to purchase round lots only. In
order to retain sufficient liquidity, the relative amount of any security held
by the Large Cap Value Series may be reduced, from time to time, from the level
which adherence to market capitalization weighting would otherwise require. A
portion, but generally not in excess of 20%, of the Large Cap Value Series'
assets may be invested in interest-bearing obligations, as described above,
thereby causing further deviation from market capitalization weighting. The
Large Cap Value Series may make block purchases of eligible securities at
opportune prices even though such purchases exceed the number of shares which,
at the time of purchase, strict adherence to the policy of market capitalization
weighting would otherwise require. While such transactions might cause a
temporary deviation from market capitalization weighting, they would ordinarily
be made in anticipation of further growth of the assets of the Large Cap Value
Series. If securities must be sold in order to obtain funds to make redemption
payments, such securities may be repurchased by the Large Cap Value Series as
additional cash becomes available to it. However, the Portfolio and the Large
Cap Value Series each has retained the right to borrow to make redemption
payments and are also authorized to redeem their shares in kind. (See
"REDEMPTION OF SHARES".)

Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the Large Cap Value Series take place with every trade when the
securities markets are open for trading due, primarily, to price fluctuations of
such securities. On not less than a semi-annual basis, the Advisor will prepare
a current list of large U.S. companies with high book to market ratios whose
stock is eligible for investment. Only common stocks whose market
capitalizations are not less than the maximum on such list will be purchased by
the Large Cap Value Series. Additional investments will not be made in
securities which have depreciated in value to such an extent that they are not
then considered by the Advisor to be large companies. This may result in
further deviation from market capitalization weighting and such deviation could
be substantial if a significant amount of the Large Cap Value Series' holdings
decrease in value sufficiently to be excluded from the then current market
capitalization requirement for eligible securities, but not by a sufficient
amount to warrant their sale. A further deviation from market capitalization
weighting may occur if the Large Cap Value Series invests a portion of its
assets in privately placed convertible debentures. (See "Portfolio
Characteristics and Policies.")

It is management's belief that the stocks of large U.S. companies with high
book to market ratios offer, over a long term, a prudent opportunity for capital
appreciation but, at the same time, selecting a limited number of such issues
for inclusion in the Large Cap Value Series involves greater risk than including
a large number of them. The Advisor does not anticipate that a significant
number of securities which meet the market capitalization criteria will be
selectively excluded from the Large Cap Value Series.

8
<PAGE>

The Large Cap Value Series does not seek current income as an investment
objective and investments will not be based upon an issuer's dividend payment
policy or record. However, many of the companies whose securities will be
included in the Large Cap Value Series do pay dividends. It is anticipated,
therefore, that the Large Cap Value Series will receive dividend income.

PORTFOLIO TRANSACTIONS

The Large Cap Value Series does not intend to purchase or sell securities
based on the prospects for the economy, the securities markets or the individual
issuers whose shares are eligible for purchase. As described under "Portfolio
Structure", investments will be made in virtually all eligible securities on a
market capitalization weighted basis. This is a passive approach to investment
management that does not entail taking steps to reduce risk by replacing
portfolio equity securities with other securities that appear to have the
potential to provide better investment performance.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. The Advisor may, from time to time, sell
portfolio securities when, in its opinion, such action is necessary to pay
redemptions in cash. However, the Large Cap Value Series and the Portfolio are
authorized to borrow in order to pay redemptions in cash. The Large Cap Value
Series may sell portfolio securities when the issuer's market capitalization
falls substantially below that of the issuer with the minimum market
capitalization which is then eligible for purchase by the Large Cap Value
Series. However, securities may be sold at any time when, in the Advisor's
judgment, circumstances warrant their sale. The annual portfolio turnover rate
is not expected to exceed 25%.

In addition, the Large Cap Value Series may sell portfolio securities when
their book to market ratio falls substantially below that of the security with
the lowest such ratio that is then eligible for purchase by the Series.

SECURITIES LOANS

The Portfolios and Series are authorized to lend securities to qualified
brokers, dealers, banks and other financial institutions for the purpose of
earning additional income, although inasmuch as a Portfolio will only hold
shares of its corresponding Series, the Portfolios do not intend to lend those
shares. While a Series may earn additional income from lending securities, such
activity is incidental to a Series' investment objective. The value of
securities loaned may not exceed 33 1/3% of the value of a Series' total assets.
In connection with such loans, a Series will receive collateral consisting of
cash or U.S. Government securities, which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. In addition, the Series will be able to terminate the loan at any
time, will receive reasonable interest on the loan, as well as amounts equal to
any dividends, interest or other distributions on the loaned securities. In the
event of the bankruptcy of the borrower, the Series could experience delay in
recovering the loaned securities. Management believes that this risk can be
controlled through careful monitoring procedures.

RISK FACTORS

The International Value Series invests in foreign issuers. Such
investments involve risks that are not associated with investments in U.S.
public companies. Such risks may include legal, political and or diplomatic
actions of foreign governments, such as imposition of withholding taxes on
interest and dividend income payable on the securities held, possible seizure or
nationalization of foreign deposits, establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely affect
the value of the assets held by the International Value Series. Further,
foreign issuers are not generally subject to uniform accounting, auditing

<PAGE>

and financial reporting standards comparable to those of U.S. public companies
and there may be less publicly available information about such companies than
comparable U.S. companies.

Investments of the International Value Series will be denominated in
foreign currencies. Changes in the relative values of foreign currencies and
the U.S. dollar, therefore, will affect the value of investments of that Series.
The International Value Series may purchase foreign currency futures contracts
and options in order to hedge against changes in the level of foreign currency
exchange rates, provided not more than 5% of the International Value Series'
assets are then invested as initial or variation margin deposits on such
contracts or options. Such contracts involve an agreement to purchase or sell a
specific currency at a future date at a price set in the contract and enable the
International Value Series to protect against losses resulting from adverse
changes in the relationship between the U.S. dollar and foreign currencies
occurring between the trade and settlement dates of Series securities
transactions, but they also tend to limit the potential gains that might result
from a positive change in such currency relationships.

The International Value Series and the Large Cap Value Series each has
reserved the right to borrow amounts not exceeding 33% of its net assets for the
purposes of making redemption payments. When advantageous opportunities to do
so exist, a Series may also purchase securities when borrowings exceed 5% of the
value of its net assets. Such purchases can be considered to be "leveraging",
and in such circumstances, the net asset value of the Series may increase or
decrease at a greater rate than would be the case if the Series had not
leveraged. The interest payable on the amount borrowed would increase the
Series' expenses and if the appreciation and income produced by the investments
purchased when the Series has borrowed are less than the cost of borrowing, the
investment performance of the Series will be reduced as a result of leveraging.

The method employed by the Advisor to manage the International Value Series
and the Large Cap Value Series differs from the process employed by many other
investment advisors in that the Advisor will rely on fundamental analysis of the
investment merits of securities to a limited extent to eliminate potential
acquisitions rather than rely on this technique to select securities. Further,
because securities generally will be held long-term and will not be eliminated
based on short-term price fluctuations, the Advisor generally will not act upon
general market movements or short-term price fluctuations of securities to as
great an extent as many other investment advisors.

In addition, each Series may invest in repurchase agreements. In the event
of bankruptcy of the other party to a repurchase agreement, the Trust could
experience delay in recovering the securities underlying such agreements.
Management believes that this risk can be controlled through stringent security
selection criteria and careful monitoring procedures.

Each Series also may invest in index futures contracts and options thereon.
These investments entail the risk that an imperfect correlation may exist
between changes in the market value of the stocks owned by the Series and the
prices of such futures contracts and options and at times the market for such
contracts and options might lack liquidity, thereby inhibiting a Series' ability
to close a position in such investments.

MANAGEMENT OF THE PORTFOLIOS

Dimensional Fund Advisors Inc. serves as investment advisor to each Series
and, as such, is responsible for the management of their respective assets.
Investment decisions for the Series are made by the Investment Committee of the
Advisor which meets on a regular basis and also as needed to consider investment
issues. The Investment Committee is composed of certain officers and directors
of the Advisor who are elected annually. The Advisor provides each Series with
a trading department and selects brokers and dealers to effect securities
transactions.

10
<PAGE>

Securities transactions are placed with a view to obtaining the best price
and execution of such transactions. The Advisor is authorized to pay a higher
commission to a broker, dealer or exchange member than another such organization
might charge if it determines, in good faith, that the commission paid is
reasonable in relation to the research or brokerage services provided by such
organization. Pursuant to the investment management agreements between the
Advisor and the Series, the International Value Series and the Large Cap Value
Series pay an investment advisory fee equal to .20% and .10%, respectively, of
the average net assets of the Series on an annual basis. Beginning December 1,
1993, the Advisor agreed to waive its fee under the investment management
agreement with respect to the International Value Series to the extent necessary
to keep the cumulative annual expenses of the Series to not more than .45% of
average net assets of the Series on an annualized basis.

Each Portfolio and Series bears all of its own costs and expenses,
including: services of its independent accountants, legal counsel, brokerage
commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal and, for only a Portfolio, state
securities laws, reports to shareholders, and transfer and dividend disbursing
agency, administrative services and custodian fees. Expenses allocable to a
particular Portfolio of the Fund or Series of the Trust are so allocated and
expenses which are not allocable to a particular Portfolio or Series are borne
by each Portfolio or Series on the basis of the amount of fees paid by the Fund
or Trust to PFPC, the dividend disbursing and accounting services agent of the
Fund.

The Advisor was organized in May 1981 and is engaged in the business of
providing investment management services to institutional investors. Assets
under management total approximately $12 billion. David G. Booth and Rex A.
Sinquefield, directors and officers of both the Fund and the Advisor and
trustees and officers of the Trust, together own approximately 61% of the
Advisor's outstanding stock and may be deemed controlling persons of the
Advisor.

The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolios. Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust. The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolios and the Series. The statement of additional information relating
to the Portfolios furnishes information about the Directors and officers of the
Fund. (See "DIRECTORS AND OFFICERS" in the Statement of Additional
Information.")

ADMINISTRATIVE SERVICES

The Fund has entered into an administration agreement with the Advisor on
behalf of each Portfolio. Pursuant to the administration agreement, the Advisor
will perform various services, including: supervision of the services provided
by the Portfolio's custodian and dividend disbursing agent and others who
provide services to the Fund for the benefit of the Portfolio; assisting the
Fund to comply with the provisions of federal, state, local and foreign
securities, tax and other laws applicable to the Portfolio; providing
shareholders of record with information about the Portfolio and their
investments as they or the Fund may request; assisting the Fund to conduct
meetings of shareholders; furnishing information as the Board of Directors may
require regarding the Series; and any other administrative services for the
benefit of the Portfolio as the Board of Directors may reasonably request. The
Advisor also provides the Fund with office space and personnel. For its
administrative services, the Portfolios pay the Advisor a monthly fee equal to
one-twelfth of .01% of their respective average net assets.

11
<PAGE>

asset value of the shares, preparation of reports, liaison with the Portfolios'
and the Series' custodians and dividend disbursing agent. For its services,
each Portfolio pays PFPC a monthly fee of $1,000.

12
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Each Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed. The policy of
each Portfolio is to distribute substantially all of its net investment income
in November and December of each year. Both Portfolios will distribute any
realized net capital gains annually after the end of the Fund's fiscal year.
Each Portfolio of the Fund is treated as a separate corporation for Federal tax
purposes. Each Series also intends to qualify each year as a regulated
investment company under the Code.

Each Portfolio receives income in the form of income dividends paid by the
corresponding Series. This income, less the expenses incurred in operations, is
a Portfolio's net investment income from which income dividends are distributed
as described above. A Portfolio also may receive capital gains distributions
from the

<PAGE>

corresponding Series and may realize capital gains upon the redemption of the
shares of the Series. Any net realized capital gains of a Portfolio will be
distributed as described above.

Regardless of the length of time a Portfolio's shares have been owned by
shareholders who are subject to federal income taxes, distributions from long-
term capital gains are taxable as such. Shareholders are notified annually by
the Fund as to the federal tax status of dividends and distributions paid by a
Portfolio.

Shareholders of the Portfolios will automatically receive all income
dividends and any capital gains distributions in additional shares of the
Portfolio whose shares they hold at net asset value (as of the business date
following the dividend record date), unless as to the U.S. Large Cap Value
Portfolio III, upon written notice to the Transfer Agent, the shareholder
selects one of the following options:

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.

PURCHASE OF SHARES

Only clients of financial advisers are eligible to purchase shares of the
Portfolios. Investors should contact their respective financial adviser with
respect to a proposed investment and then follow the procedures adopted by the
financial adviser for making investments.

Shares that are purchased or sold through omnibus accounts maintained by
securities firms may be subject to a service fee or commission for such
transactions. Clients of financial advisers may also be subject to investment
advisory fees under their own arrangements with their financial advisers.

IN KIND PURCHASES

If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by its corresponding Series as
described in this prospectus or in exchange for local currencies in which
eligible securities of the International Value Series are denominated.
Securities and local currencies to be exchanged which are accepted by the Fund
and Fund shares to be issued therefore will be valued as set forth under
"VALUATION OF SHARES" at the time of the next determination of net asset value
after such acceptance. All dividends, interests, subscription, or other rights
pertaining to such securities shall become the property of the Portfolio 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 the DFA
International Value Portfolio III with local currencies should first contact the
Advisor for wire instructions.

The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included in the Series corresponding to the Portfolio whose shares are to be
issued 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 corresponding Series may

<PAGE>

not exceed 5% of the net assets of the Series immediately after the transaction.
The Fund will accept such securities for investment and not for resale.

A gain or loss for federal income tax purposes will 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 except at
the written request of stockholders. Certificates for fractional shares,
however, will not be issued.

VALUATION OF SHARES

The net asset value per share of each Series is calculated as of the close
of the NYSE by dividing the total market value of its investments and other
assets, less any liabilities, by the total outstanding shares of the stock of
the Series. Securities held by a Series which are listed on a securities
exchange and for which market quotations are available are valued at the last
quoted sale price of the day or, if there is no such reported sale, the Series
values such securities at the mean between the most recent quoted bid and asked
prices. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted securities for which market
quotations are readily available are valued at the mean between the most recent
quoted bid and asked prices. The value of other assets and securities for which
no quotations are readily available (including restricted securities) are
determined in good faith at fair value in accordance with procedures adopted by
the Board of Trustees of the Trust.

Generally, trading in foreign securities markets is completed each day at
various times prior to the close of the NYSE. The values of foreign securities
held by the International Value Series are determined as of such times for the
purpose of computing the net asset value of the Series. If events which
materially affect the value of the investments of the International Value Series
occur subsequent to the close of the securities market on which such securities
are primarily traded, the investments affected thereby will be valued at "fair
value" as described above. The net asset value per share of the International
Value Series is expressed in U.S. dollars by translating the net assets of the
Series using the bid price for the dollar as quoted by generally recognized
reliable sources.

The net asset value of each Portfolio is calculated as of the close of the
NYSE by dividing the total market value of its investments and other assets,
less any liabilities, by the total outstanding shares of the stock of the
Portfolio. The value of each Portfolio's shares will fluctuate in relation to
the investment experience of the corresponding Series.

Provided that a financial adviser has received the investor's investment
instructions in good order and the Custodian has received the investor's
payment, shares of the Portfolio selected will be priced at the net asset value
calculated next after receipt of the order by PFPC. If an order to purchase
shares must be canceled due to non-payment, 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.

The public offering price of shares of each Portfolio is the net asset
value next determined after the purchase order is received by PFPC; no sales
charge is imposed. Management believes that any dilutive effect of the cost of
investing the proceeds of the sale of the shares of the Portfolios is minimal
and, therefore, the shares of the Portfolios are currently sold at net asset
value, without imposition of a fee that would be used to reimburse a Portfolio
for such cost ("reimbursement fee"). Reimbursement fees may be charged
prospectively from time to time based upon the future experience of the
Portfolios and their corresponding Series. Any such charges will be described
in the prospectus.

<PAGE>

DISTRIBUTION

The Fund acts as distributor of the Portfolios' shares. It has, however,
entered into an agreement with DFA Securities Inc., a wholly owned subsidiary of
DFA, pursuant to which DFA Securities Inc. is responsible for supervising the
sale of the Portfolios' shares. No compensation is paid by the Fund to DFA
Securities Inc. under this agreement.

EXCHANGE OF SHARES

An investor may exchange shares of one Portfolio for those of another
Portfolio described in this prospectus or a portfolio of DFA Investment
Dimensions Group Inc., an open-end, management investment company ("DFAIDG"), by
first contacting its financial adviser and completing the documentation required
by the financial adviser.

Exchanges are accepted only into those portfolios of DFAIDG that are
eligible for the exchange privilege of DFAIDG. In addition, exchanges are not
accepted into or from the DFA International Value Portfolio III. Investors
should contact their financial adviser for a list of those portfolios of DFAIDG
that accept exchanges.

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 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 Portfolio and of the portfolio of DFAIDG involved in
the proposed exchange; (iv) the transaction costs involved in processing the
exchange; and (v) the total number of redemptions by exchange already made out
of the Portfolio.

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 an Exchange Form in good order. "Good order" means a
completed Exchange Form specifying the dollar amount to be exchanged, signed by
all registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, a guarantee of the signature of each
registered owner by a commercial bank, trust company or member of a recognized
stock exchange. Exchanges will be accepted only if the registrations of the two
accounts are identical, stock certificates have not been issued and the shares
of the portfolio being acquired are registered in the investor's state of
residence.

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 or limit
the amount of or reject any exchange, as deemed necessary, at any time.

REDEMPTION OF SHARES

An investor who desires to redeem shares of a Portfolio must furnish a
redemption request to its financial adviser in the form required by such
financial adviser. The Portfolio will redeem shares at the net asset value of
such shares next determined after receipt of a request for redemption in good
order by PFPC.

<PAGE>

payments for the purchase have been, or will be, collected, which may take up to
fifteen days or more. Investors may avoid this delay by submitting a certified
check along with the purchase order.

GENERAL INFORMATION

The Portfolios and the Series may disseminate reports of their investment
performance from time to time. Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported. If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio. Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated. Non-standardized total return
quotations may differ from the SEC Guideline computations by covering different
time periods and by linking the actual return of a Portfolio with data for
periods prior to the Portfolio's inception. In all cases, disclosures are made
when performance quotations differ from the SEC Guidelines. Performance data is
based on historical earnings and is not intended to indicate future performance.
Rates of return expressed on an annual basis will usually not equal the sum of
returns expressed for consecutive interim periods due to the compounding of the
interim yields.

The Fund was incorporated under Maryland law on March 19, 1990. The DFA
Investment Trust Company was organized as a Delaware business trust on October
27, 1992. The Trust offers shares of its Series only to institutional investors
in private offerings. The Fund may withdraw the investment of a Portfolio in a
Series at any time, if the Board of Directors of the Fund determines that it is
in the best interests of the Portfolio to do so. Upon any such withdrawal, the
Board of Directors of the Fund would consider what action might be taken,
including the investment of all of the assets of the Portfolio in another pooled
investment entity having the same investment objective as the Portfolio or the
hiring of an investment advisor to manage the Portfolio's assets in accordance
with the investment policies described above.

Whenever a Portfolio, as an investor in its corresponding Series, is asked
to vote on a proposal to change a fundamental investment policy (i.e. a policy
that may be changed only with the approval of shareholders) of the Series, the
Fund will hold a special meeting of the Portfolio's shareholders to solicit
their votes with respect to the proposal. The Directors of the Fund will then
vote the Portfolio's shares in the Series in accordance with the voting
instructions received from the Portfolio's shareholders. The Directors of the
Fund will vote shares of the Portfolio for which they receive no voting
instructions in the same proportion as the shares for which they receive voting
instructions.

As of June 30, 1995, the following persons owned more than 25% of the
voting securities of the following Portfolios:

DFA INTERNATIONAL VALUE PORTFOLIO III

Charles Schwab & Co. Inc.-All REIN* 100.00%
101 Montgomery Street
San Francisco, CA 94104

U.S. LARGE CAP VALUE PORTFOLIO III

Charles Schwab & Co. Inc.-All REIN* 94.10%
101 Montgomery Street
San Francisco, CA 94104

<PAGE>

Charles Schwab & Co. Inc.-Cap Gain REIN* 5.90%
101 Montgomery Street
San Francisco, CA 94104

____________________
*Owner of record only.

Shareholder inquiries may be made by writing or calling the Fund at the
address or telephone number appearing on the cover of this prospectus.

<PAGE>

DIMENSIONAL INVESTMENT GROUP INC.
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

CUSTODIAN - INTERNATIONAL
BOSTON SAFE DEPOSIT AND TRUST COMPANY
Princess House
1 Suffolk Lane
London EC4R OAN
England

CUSTODIAN - DOMESTIC
PNC BANK, N.A.
200 Stevens Drive, Airport Business Center
Lester, PA 19113

ACCOUNTING SERVICE AND DIVIDEND DISBURSING AGENT
PFPC INC.
400 Bellevue Parkway
Wilmington, DE 19809

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
2600 One Commerce Square
Philadelphia, PA 19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
19th and Market Streets
Philadelphia, PA 19103

<PAGE>

PROSPECTUS

AUGUST 3, 1995

DFA ONE-YEAR FIXED INCOME PORTFOLIO II
_________________

This prospectus describes the DFA ONE-YEAR FIXED INCOME PORTFOLIO II (the
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc.
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401,
(310) 395-8005. The Portfolio is an open-end, management investment company
whose shares are offered, without a sales charge, to 401(k) defined contribution
plans and clients, customers or members of certain institutions. The Fund
issues six series of shares, each of which represents a separate class of the
Fund's common stock, having its own investment objective and policies. The Fund
has not established a minimum initial purchase requirement for the Portfolio.

THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE STABLE REAL VALUE
OF CAPITAL WITH A MINIMUM OF RISK BY INVESTING IN HIGH QUALITY OBLIGATIONS. THE
PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE AND
MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE ITS INVESTMENT
OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES OF THE DFA
ONE-YEAR FIXED INCOME SERIES (THE "SERIES") OF THE DFA INVESTMENT TRUST COMPANY
(THE "TRUST"). THE SERIES IS AN OPEN-END, MANAGEMENT INVESTMENT COMPANY THAT
HAS THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS THE PORTFOLIO.
THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE
INVESTMENT EXPERIENCE OF THE SERIES. INVESTORS SHOULD CAREFULLY CONSIDER THIS
INVESTMENT APPROACH. FOR ADDITIONAL INFORMATION, SEE "THE PORTFOLIO".

This prospectus sets forth information about the Portfolio that prospective
investors should know before investing and should be read carefully and retained
for future reference. A statement of additional information about the
Portfolio, dated August 3, 1995, which is incorporated herein by reference, has
been filed with the Securities and Exchange Commission and is available upon
request, without charge, by writing or calling the Fund at the above address or
telephone number.

_________________

SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, NOR ARE THE SHARES INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
_________________

<PAGE>

TABLE OF CONTENTS

Page

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . 1

CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . 3

THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . 4

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . 5

Description of Investments. . . . . . . . . . . . . . . . 5

Investments in the Banking Industry . . . . . . . . . . . 6

Portfolio Strategy. . . . . . . . . . . . . . . . . . . . 6

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . 7

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . 7

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . 8

Administrative Services . . . . . . . . . . . . . . . . . 8

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . 9

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . .10

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . .10

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . .11

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . .11

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . .11

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . .12

<PAGE>

HIGHLIGHTS

PAGE
INVESTMENT OBJECTIVE 5

The investment objective of the Portfolio is to achieve stable real value
of capital with a minimum of risk. The Portfolio invests all of its assets in
The DFA One-Year Fixed Income Series of the Trust (the "Series"). Generally,
the Series will acquire high quality obligations which mature within one year
from the date of settlement; however, when greater returns are available
substantial investments may be made in securities maturing within two years from
the date of settlement as well. In addition, the Series intends to concentrate
investments in the banking industry under certain circumstances. The investment
objective of the Portfolio is a fundamental policy and may not be changed
without the affirmative vote of a majority of its outstanding securities. (See
"INVESTMENT OBJECTIVE AND POLICIES".)

PAGE
RISK FACTORS 7

The Series is authorized to invest in dollar-denominated obligations of
U.S. subsidiaries and branches of foreign banks and dollar-denominated
obligations of foreign issuers traded in the U.S. and also is authorized to
concentrate investments in the banking industry in certain circumstances. The
Portfolio is authorized to invest in repurchase agreements. All of the above-
described policies involve certain risks. The policy of the Portfolio to invest
in the shares of the Series also involves certain risks. (See "RISK FACTORS".)

PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES 8

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to the Series. PFPC Inc. ("PFPC") provides the Portfolio and the Series with
certain accounting, transfer agency and other services. The Advisor provides
the Portfolio with certain administrative services. The Fund contracts with
Shareholder Services Agents to provide certain recordkeeping and other services
for the benefit of the Portfolio's shareholders. (See "MANAGEMENT OF THE
PORTFOLIO".)

PAGE
DIVIDEND POLICY 9

The Portfolio distributes dividends from its net investment income monthly
and makes any distributions from realized net capital gains on an annual basis.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES".)

PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES 10

The shares of the Portfolio are sold at net asset value. The redemption
price of a share of the Portfolio is equal to the net asset value of the share.
The value of the shares issued by the Portfolio will fluctuate in relation to
the investment experience of the Series. Unlike money market funds, the shares
of the Portfolio will tend to

<PAGE>

reflect fluctuations in interest rates because the Series does not seek to
stabilize the price of its shares by use of the "amortized cost" method of
securities valuation. (See "PURCHASE OF SHARES", "VALUATION OF SHARES" and
"REDEMPTION OF SHARES".)

SHAREHOLDER TRANSACTION EXPENSES

None

ANNUAL FUND OPERATING EXPENSES*
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fee 0.05%
Administration Fee 0.10%
Other Expenses 0.41%
Total Operating Expenses 0.56%

*The "Management Fee" is payable by the Series and the "Administration Fee"
is payable by the Portfolio. The amount set forth in "Other Expenses"
represents the aggregate amount that is payable by both the Series and the
Portfolio. "Other Expenses" include a fee paid to the Shareholder Services
Agent of each employer plan or institution of .25% of the average daily value of
all shares of the Portfolio that are held in an account maintained by such
Shareholder Services Agent, paid on a monthly basis. (See "Administrative
Services".)

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$6 $18 n/a n/a
</TABLE>

The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolio
will bear directly or indirectly. The table summarizes the aggregate estimated
annual operating expenses of both the Portfolio and the Series. (See
"MANAGEMENT OF THE PORTFOLIO" for a description of Portfolio and Series
expenses.) The Board of Directors of the Fund has considered whether such
expenses will be more or less than they would have been if the Portfolio were to
have invested directly in the securities held by the Series. The aggregate
amount of expenses for the Portfolio and the Series may be greater than it would
have been if the Portfolio were to invest directly in the securities held by the
Series. However, the total expense ratio for the Portfolio and the Series is
expected to be less over time than such ratio would have been if the Portfolio
would have invested directly in the underlying securities. This is because this
arrangement enables institutional investors, including the Portfolio, to pool
their assets, which may be expected to result in economies by spreading certain
fixed costs over a larger asset base. Each shareholder in the Series, including
the Portfolio, will pay its proportionate share of the expenses of the Series.

The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown. The
Portfolio is new and, therefore, its expenses included in the table are the
estimated annualized expenses that are expected to be incurred through its
fiscal period ending November 30,

<PAGE>

1995 and the above example is based on estimated expenses for the current and
next two fiscal years and does not extend those estimates over five and ten year
periods.

CONDENSED FINANCIAL INFORMATION

The following financial highlights are part of the unaudited financial
statements for the period from February 9, 1995 (date of initial investment of
the Portfolio) through May 31, 1995. The table below sets forth financial data
for a share of stock of the Portfolio throughout the period presented.

FINANCIAL HIGHLIGHTS

FOR THE PERIOD FEBRUARY 9, 1995
(commencement of operations)
TO MAY 31, 1995
(Unaudited)

(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
<S> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . $100.00
--------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . 0.99
Net Gains (Losses) on Securities
(Realized and Unrealized). . . . . . . . . . . . . . . . . . . 1.49
--------
Total from Investment Operations . . . . . . . . . . . . . . . 2.48
--------
LESS DISTRIBUTIONS
Net Investment Income. . . . . . . . . . . . . . . . . . . . . (1.02)
--------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $101.46
--------
--------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.49%#

Net Assets, End of Period . . . . . . . . . . . . . . . . . . . . . $318,167
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . 1.86%*(a)(b)
Ratio of Net Investment Income to Average Net Assets. . . . . . . . 2.97%*(a)(b)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . N/A
<FN>
* Annualized
# Non-Annualized
(1) Represents the combined ratio for the Portfolio and its respective pro-rata
share of its Master Fund Series.
(a) Had certain waivers and reimbursements not been in effect, the ratios of
expenses and net investment income to average net assets would have been
27.51% and (22.68)%, respectively.
(b) Because of commencement of operations and related preliminary transaction
costs, these rates are not necessarily indicative of future ratios.
N/A Refer to the respective Master Fund Series.
</TABLE>

THE PORTFOLIO

The Portfolio, unlike many other investment companies which directly
acquire and manage their own portfolio of securities, seeks to achieve its
investment objective by investing all of its investable assets in the Series, an
open-end, management investment company registered under the Investment Company
Act of 1940, having the same investment objective as the Portfolio. The
investment objective of the Portfolio may not be changed without the affirmative
vote of a majority of its outstanding securities and the investment objective of
the Series may not be changed without the affirmative vote of a majority of its
outstanding securities. Shareholders of the Portfolio will receive written
notice thirty days prior to any change in the investment objective of the
Series.

This prospectus describes the investment objective, policies and
restrictions of the Portfolio and the Series. (See "INVESTMENT OBJECTIVE AND
POLICIES".) In addition, an investor should read "MANAGEMENT OF THE PORTFOLIO"
for a description of the management and other expenses associated with the
Portfolio's investment in the Series. Other institutional investors, including
other mutual funds, may invest in the Series and the expenses of such other
investors and, correspondingly, their returns may differ from those of the
Portfolio. Please contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401, (310) 395-8005 for information about the availability of
investing in the Series other than through the Portfolio.

The shares of the Series will be offered to institutional investors for the
purpose of increasing the funds available for investment, to reduce expenses as
a percentage of total assets and to achieve other economies that might be
available at higher asset levels. For example, the Series might be able to
place larger block trades at more advantageous prices and to participate in
securities transactions of larger denominations, thereby reducing the relative
amount of certain transaction costs in relation to the total size of the
transaction. While investment in the Series by other institutional investors
offers potential benefits to the Series and, through its investment in the
Series, the Portfolio also, institutional investment in the Series 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 Series. Also, if an
institutional investor were to redeem its interest in the Series, the remaining
investors in the Series could experience higher pro rata operating expenses,
thereby producing lower returns, and the Series' security holdings may become
less diverse, resulting in increased risk. Institutional investors that have a
greater pro rata ownership interest in the Series than the Portfolio could have
effective voting control over the operation of the Series.

3
<PAGE>

Further, if the Series changes its investment objective in a manner which
is inconsistent with the investment objective of the Portfolio and the
shareholders of the Portfolio fail to approve a similar change in the investment
objective of the Portfolio, the Portfolio would be forced to withdraw its
investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. A withdrawal by the Portfolio of its investment in
the Series could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) to the Portfolio. Should such a distribution
occur, the Portfolio could incur brokerage fees or other transaction costs in
converting such securities to cash in order to pay redemptions. In addition, a
distribution in kind to the Portfolio could result in a less diversified
portfolio of investments and could affect adversely the liquidity of the
Portfolio.

Finally, the Portfolio's investment in the shares of a registered
investment company such as the Series is new and results in certain operational
and other complexities. However, management believes that the benefits to be
gained by shareholders outweigh the additional complexities and that the risks
attendant to such investment are not inherently different from the risks of
direct investment in securities of the type in which the Series invests.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to achieve a stable real value
(i.e. a return in excess of the rate of inflation) of invested capital with a
minimum of risk. This objective will be pursued by investing the assets of the
Portfolio in the Series, which has the same investment objective and policies as
the Portfolio. The investment objectives of the Portfolio and the Series may
not be changed without the affirmative vote of a majority of their respective
outstanding securities. Shareholders of the Portfolio will receive written
notice thirty days prior to any change in the investment objective of the
Series. The Series will invest in U.S. government obligations, U.S. government
agency obligations, dollar-denominated obligations of foreign issuers issued in
the U.S., bank obligations, including U.S. subsidiaries and branches of foreign
banks, corporate obligations, commercial paper, repurchase agreements and
obligations of supranational organizations. Generally, the Series will acquire
obligations which mature within one year from the date of settlement, but
substantial investments may be made in obligations maturing within two years
from the date of settlement when greater returns are available. It is the
Series' policy that the weighted average length of maturity of investments will
not exceed one year. The Series principally invests in certificates of deposit,
commercial paper, bankers' acceptances, notes and bonds. The Series will invest
more than 25% of its total assets in obligations of U.S. and/or foreign banks
and bank holding companies when the yield to maturity on these instruments
exceeds the yield to maturity on all other eligible portfolio investments of
similar quality for a period of five consecutive days when the New York Stock
Exchange (the "NYSE") is open for trading. (See "Investments in the Banking
Industry".)

DESCRIPTION OF INVESTMENTS

The following is a description of the categories of the investments which
may be acquired by the Series.

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

2. U.S. GOVERNMENT AGENCY OBLIGATIONS - Issued or guaranteed by U.S.
government-sponsored instrumentalities and federal agencies, including the
Federal National Mortgage Association, Federal Home Loan Bank and the Federal
Housing Administration.

3. CORPORATE DEBT OBLIGATIONS - Non-convertible corporate debt
securities (e.g., bonds and debentures) which are issued by companies whose
commercial paper is rated Prime-1 by Moody's Investors Services, Inc.
("Moody's") or A-1 by Standard & Poor's Corporation ("S&P") and dollar-
denominated obligations

<PAGE>

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

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

5. COMMERCIAL PAPER - Rated, at the time of purchase, A-1 or better by
S&P or Prime-1 by Moody's, or, if not rated, issued by a corporation having an
outstanding unsecured debt issue rated Aaa by Moody's or AAA by S&P, and having
a maximum maturity of nine months.

6. REPURCHASE AGREEMENTS - Instruments through which the Series
purchases securities ("underlying securities") from a bank, or a registered U.S.
government securities dealer, with an agreement by the seller to repurchase the
security at an agreed price, plus interest at a specified rate. The underlying
securities will be limited to U.S. government and agency obligations described
in (1) and (2) above. The Series will not enter into a repurchase agreement
with a duration of more than seven days if, as a result, more than 10% of the
value of the Series' total assets would be so invested. The Series will also
only invest in repurchase agreements with a bank if the bank has at least
$1,000,000,000 in assets and has a credit rating of not less than A as
determined by Moody's or S&P. 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. 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.

INVESTMENTS IN THE BANKING INDUSTRY

The Series will invest more than 25% of its total assets in obligations of
U.S. and/or foreign banks and bank holding companies when the yield to maturity
on these investments exceeds the yield to maturity on all other eligible
portfolio investments for a period of five consecutive days when the NYSE is
open for trading. For the purpose of this policy, which is a fundamental policy
of the Series, which can only be changed by a vote of shareholders of the
Series, banks and bank holding companies are considered to constitute a single
industry, the banking industry. The Portfolio has the same fundamental policy,
which can only be changed by a vote of the Portfolio's shareholders, except that
the Portfolio's policy does not apply to the extent that all or substantially
all of its net assets are invested in the Series. When investment in such
obligations exceeds 25% of the total net assets of the Series, the Series will
be considered to be concentrating its investments in the banking industry. As
of the date of this prospectus, the Series is concentrating its investment in
this industry.

The types of bank and bank holding company obligations in which the Series
may invest include: dollar-denominated certificates of deposit, bankers'
acceptances, commercial paper and other debt obligations issued in the United
States and which mature within two years of the date of settlement, provided
such obligations meet the Series' established credit rating criteria as stated
under "Description of Investments". In addition, the Series is authorized to
invest more than 25% of its total assets in Treasury bonds, bills and notes and
obligations of federal agencies and instrumentalities.

<PAGE>

PORTFOLIO STRATEGY

The Series will be managed with a view to capturing credit risk premiums
and term or maturity premiums. As used herein, 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
for holding securities having maturities of longer than one month compared to
securities having a maturity of one month. The Advisor believes that credit
risk premiums are available largely through investment in high grade commercial
paper, certificates of deposit and corporate obligations. The holding period
for assets of the Series will be chosen with a view to maximizing anticipated
monthly returns, net of trading costs.

The Series is expected to have a high portfolio turnover rate due to the
relatively short maturities of the securities to be acquired. The rate of
portfolio turnover will depend upon market and other conditions; it will not be
a limiting factor when management believes that portfolio changes are
appropriate. It is anticipated that the annual turnover rate of the Series
could be 0% to 200%. While the Series acquires securities in principal
transactions and, therefore, does not pay brokerage commissions, the spread
between the bid and asked prices of a security may be considered to be a "cost"
of trading. Such costs ordinarily increase with trading activity. However, as
stated above, securities ordinarily will be sold when, in the Advisor's
judgment, the monthly return of the Series will be increased as a result of
portfolio transactions after taking in to account the cost of trading. It is
anticipated that securities will be acquired in the secondary markets for short
term instruments. However, as the size of the Series increases, it is possible
that Series transactions also may be effected directly with the issuers of
securities acquired for the Series.

SECURITIES LOANS

The Portfolio and Series are authorized to lend securities to qualified
brokers, dealers, banks and other financial institutions for the purpose of
earning additional income, although inasmuch as the Portfolio will only hold
shares of the Series, the Portfolio does not intend to lend those shares. While
the Series may earn additional income from lending securities, such activity is
incidental to the investment objective of the Series. The value of securities
loaned may not exceed 33 1/3% of the value of the Series' total assets. In
connection with such loans, the Series will receive collateral consisting of
cash or U.S. Government securities, which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. In addition, the Series will be able to terminate the loan at any
time, will receive reasonable interest on the loan, as well as amounts equal to
any dividends, interest or other distributions on the loaned securities. In the
event of the bankruptcy of the borrower, the Series could experience delay in
recovering the loaned securities. Management believes that this risk can be
controlled through careful monitoring procedures.

RISK FACTORS

The Series invests in foreign issuers. Such investments involve risks that
are not associated with investments in U.S. public companies. Such risks may
include legal, political and or diplomatic actions of foreign governments, such
as imposition of withholding taxes on interest and dividend income payable on
the securities held, possible seizure or nationalization of foreign deposits,
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the value of the assets held by the
Series. Further, foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those of
U.S. public companies and there may be less publicly available information about
such companies than comparable U.S. companies. The Series may invest in
obligations of supranational organizations. The value of the obligations of
these organizations may be adversely affected if one or more of their supporting
governments discontinue their support. Also, there can be no assurance that the
Portfolio will achieve its investment objective.

<PAGE>

Concentrating in obligations of the banking industry may involve additional
risk by foregoing the safety of investing in a variety of industries. Changes
in the market's perception of riskiness of banks relative to non-banks could
cause more fluctuations in the net asset value of the Series (and, thus, the
Portfolio) than might occur in less concentrated portfolios.

In addition, the Series and Portfolio may invest in repurchase agreements.
In the event of the bankruptcy of the other party to a repurchase agreement, the
Fund or the Trust could experience delay in recovering the securities underlying
such agreements. Management believes that this risk can be controlled through
stringent security selection criteria and careful monitoring procedures.

MANAGEMENT OF THE PORTFOLIO

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to the Series. As such, the Advisor is responsible for the management of its
assets. Investment decisions for the Series are made by the Investment
Committee of the Advisor which meets on a regular basis and also as needed to
consider investment issues. The Investment Committee is composed of certain
officers and directors of the Advisor who are elected annually. The Advisor
provides the Series with a trading department and selects brokers and dealers to
effect securities transactions. Portfolio securities are placed with a view to
obtaining best price and execution and, subject to this goal, may be placed with
brokers which have assisted in the sale of the Portfolio's shares.

Pursuant to the investment management agreement between the Advisor and
the Series, the Series pays an investment advisory fee equal to .05% of the
average net assets of the Series on an annual basis.

The Portfolio and the Series each bears all of its own costs and expenses,
including: services of its independent accountants, legal counsel, brokerage
commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal and state securities laws, reports to
shareholders, and transfer and dividend disbursing agency, administrative
services and custodian fees. Expenses allocable to a particular Portfolio of
the Fund or Series of the Trust are so allocated and expenses which are not
allocable to a particular Portfolio or Series are borne by each Portfolio or
Series on the basis of the amount of fees paid by the Fund or Trust to PFPC.

The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolio. Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust. The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Series. The Portfolio's statement of additional
information furnishes information about the Directors and officers of the Fund.
(See "DIRECTORS AND OFFICERS" in the statement of additional information.)

ADMINISTRATIVE SERVICES

The Fund has entered into an administration agreement with the Advisor on
behalf of the Portfolio. Pursuant to the administration agreement, the Advisor
will perform various services, including: supervision of the services provided
by the Portfolio's custodian and dividend disbursing agent and others who
provide services to the

<PAGE>

Fund for the benefit of the Portfolio; assisting the Fund to comply with the
provisions of federal, state, local and foreign securities, tax and other laws
applicable to the Portfolio; providing shareholders of record (i.e. 401(k) plans
and institutions which have omnibus accounts with the Portfolio) with
information about the Portfolio and their investments as they or the Fund may
request; assisting the Fund to conduct meetings of shareholders of record;
furnishing information as the Board of Directors may require regarding the
Series; and any other administrative services for the benefit of the Portfolio
as the Board of Directors may reasonably request. The Advisor also provides the
Fund with office space and personnel. For its administrative services, the
Portfolio pays the Advisor a monthly fee equal to one-twelfth of .10% of the
average net assets of the Portfolio.

The Fund intends to enter into shareholder service agreements with certain
Shareholder Service Agents on behalf of the Portfolio. The Shareholder Service
Agents ordinarily will include (i) with respect to participants in a 401(k) plan
that invests in the Portfolio, the person designated to service the employer's
plan, and (ii) institutions whose clients, customers or members invest in the
Portfolio. These services to be provided under the shareholder service
agreements may include any of the following: individual recordkeeping for
401(k) plan participants and clients, customers or members of institutions
(collectively referred to herein as "Participants"); sending statements to
Participants reflecting account activities such as purchases, redemptions and
dividend payments; responding to Participant inquiries regarding their
accounts; tax reporting with respect to dividends, distributions and
redemptions; receiving, aggregating and processing Participant orders; and
providing the Portfolio with information necessary to the registration of the
Portfolio's shares under the state securities laws.

PFPC serves as the accounting services, dividend disbursing and transfer
agent for the Portfolio and the Series. The services provided by PFPC are
subject to supervision by the executive officers and the Board of Directors of
the Fund, and include day-to-day keeping and maintenance of certain records,
calculation of the net asset value of the shares, preparation of reports,
liaison with the Portfolio's and the Series' custodian and dividend disbursing
agent. For its services, the Portfolio pays PFPC a monthly fee of $1,000.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed. Net
investment income, which is accrued daily, will be distributed monthly (except
for January) by the Portfolio. Any net realized capital gains of the Portfolio
will be distributed annually after the close of the fiscal year. Each Portfolio
of the Fund is treated as a separate corporation for Federal tax purposes. The
Series also intends to qualify each year as a regulated investment company under
the Code.

The Portfolio receives income in the form of income dividends paid by the
Series. This income, less the expenses incurred in operations, is the
Portfolio's net investment income from which income dividends are distributed as
described above. The Portfolio also may receive capital gains distributions
from the Series and may realize capital gains upon the redemption of the shares
of the Series. Any net realized capital gains of the Portfolio will be
distributed as described above. Dividends and distributions paid to a 401(k)
plan accumulate free of federal income tax.

Since virtually all the net investment income from the Portfolio is
expected to arise from earned interest, it is not expected that any of the
Portfolio's distributions will be eligible for the dividends received deduction
for corporations.

Regardless of the length of time the Portfolio's shares have been owned by
shareholders who are subject to federal income taxes, distributions from long-
term capital gains are taxable as such. Shareholders are notified annually by
the Fund as to the federal tax status of dividends and distributions paid by the
Portfolio.

<PAGE>

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

PURCHASE OF SHARES

Shares of the Portfolio are sold only (i) to fund deferred compensation
plans which are exempt from taxation under section 401(k) of the Internal
Revenue Code of 1986, as amended, and (ii) to clients, customers or members of
certain institutions. Provided that shares of the Portfolio are available under
an employer's plan or through an institution, shares may be purchased by
following the procedures adopted by the respective employer or institution and
approved by Fund management for making investments. Shares are available
through the Shareholder Services Agent designated under the employer's plan or
by the institution. Investors who want to consider investing in the Portfolio
should contact their employer or institution for details. Institutions which
purchase shares of the Portfolio for the accounts of their customers may impose
separate charges on those customers for account services. The Fund does not
impose a minimum purchase requirement, but investors who wish to purchase shares
of the Portfolio should determine whether their employer's plan or institution
imposes a minimum transaction requirement.

VALUATION OF SHARES

The net asset value per share of the Series is calculated as of the close
of the NYSE by dividing the total market value of its investments and other
assets, less any liabilities, by the total outstanding shares of the stock of
the Series. The value of the shares of the Series will tend to fluctuate with
interest rates because, unlike money market funds, the Series does not seek to
stabilize the value of its shares by use of the "amortized cost" method of asset
valuation. Net asset value includes interest on fixed income securities which
is accrued daily. Securities held by the Series which are listed on a
securities exchange and for which market quotations are available are valued at
the last quoted sale price of the day. Unlisted securities for which market
quotations are readily available are valued at the mean between the most recent
quoted bid and asked prices. Securities which are traded OTC and on a stock
exchange 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 OTC market. Securities held by the Series may be valued
on the basis of prices provided by a pricing service when such prices are
believed to reflect the current market value of such securities. The value of
other assets and securities for which no quotations are readily available
(including restricted securities) are determined in good faith at fair value in
accordance with procedures adopted by the Board of Trustees of the Trust. The
net asset value of the Portfolio is calculated as of the close of the NYSE by
dividing the total market value of its investments and other assets, less any
liabilities, by the total outstanding shares of the stock of the Portfolio. The
value of the Portfolio's shares will fluctuate in relation to the investment
experience of the Series.

Provided that the Shareholder Services Agent has received the investor's
investment instructions in good order and the Custodian has received the
investor's payment, shares of the Portfolio will be priced at the net asset
value calculated next after receipt of the order by PFPC. If an order to
purchase shares must be canceled due to non-payment, 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.

The public offering price of shares of the Portfolio is the net asset value
next determined after the purchase order is received by PFPC; no sales charge or
reimbursement fee is imposed.

<PAGE>

DISTRIBUTION

The Fund acts as distributor of the Portfolio's shares. It has, however,
entered into an agreement with DFA Securities Inc., a wholly owned subsidiary of
DFA, pursuant to which DFA Securities Inc. is responsible for supervising the
sale of the Portfolio's shares. No compensation is paid by the Fund to DFA
Securities Inc. under this agreement. Shares of the Portfolio may be
distributed in Texas only through DFA Securities Inc., a registered
broker/dealer.

EXCHANGE OF SHARES

Provided such transactions are permitted under the employer's 401(k) plan
or by the institution, investors may exchange shares of the Portfolio for those
of any other portfolio of the Fund or of DFA Investment Dimensions Group Inc.,
an open-end, management investment company, that is eligible for the exchange
privilege, subject to the minimum purchase requirement set forth in the
portfolio's prospectus. Such exchanges may be effected by completing the
necessary documentation as required by the Shareholder Services Agent designated
in the employer's plan or by the institution.

The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Shareholder Services Agent has received appropriate instructions in the form
required by such Shareholder Services Agent.

REDEMPTION OF SHARES

Investors who desire to redeem shares of the Portfolio must furnish a
redemption request to the respective Shareholder Services Agent in the form
required by such Shareholder Services Agent. The Portfolio will redeem shares
at the net asset value of such shares next determined after receipt of a request
for redemption in good order.

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 fifteen days or
more. Investors may avoid this delay by submitting a certified check along with
the purchase order.

GENERAL INFORMATION

The Portfolio and the Series may disseminate reports of their investment
performance from time to time. Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.

<PAGE>

If dividends or capital gains distributions have been paid during the relevant
period the calculation of investment performance will include such dividends and
capital gains distributions as though reinvested in shares of the Portfolio.
Standard quotations of total return are computed in accordance with SEC
Guidelines and are presented whenever any non-standard quotations are
disseminated to provide comparability to other investment companies.
Non-standardized total return quotations may differ from the SEC Guidelines
computations by covering different time periods and linking the actual return of
a Portfolio with data for periods prior to the Portfolio's inception. In all
cases, disclosures are made when performance quotations differ from the SEC
Guidelines. Performance data is based on historical earnings and is not
intended to indicate future performance. Rates of return expressed on an annual
basis will usually not equal the sum of returns expressed for consecutive
interim periods due to the compounding of the interim yields.

The Fund was incorporated under Maryland law on March 19, 1990. The DFA
Investment Trust Company was organized as a Delaware business trust on October
27, 1992. The Trust offers shares of its Series only to institutional investors
in private offerings. The Fund may withdraw the investment of the Portfolio in
the Series at any time, if the Board of Directors of the Fund determines that it
is in the best interests of the Portfolio to do so. Upon any such withdrawal,
the Board of Directors of the Fund would consider what action might be taken,
including the investment of all of the assets of the Portfolio in another pooled
investment entity having the same investment objective as the Portfolio or the
hiring of an investment advisor to manage the Portfolio's assets in accordance
with the investment policies described above.

Whenever the Portfolio, as an investor in the Series, is asked to vote on a
proposal to change a fundamental investment policy (i.e. a policy that may be
changed only with the approval of shareholders) of the Series, the Fund will
hold a special meeting of the Portfolio's shareholders to solicit their votes
with respect to the proposal. The Directors of the Fund will then vote the
Portfolio's shares in the Series in accordance with the voting instructions
received from the Portfolio's shareholders. The Directors of the Fund will vote
shares of the Portfolio for which they receive no voting instructions in the
same proportion as the shares for which they receive voting instructions.

As of June 30, 1995, the following persons owned more than 25% of the
voting securities of the Portfolio:

Hewitt IRA Portfolio 68.28%
Wachovia Bank of North Carolina as Custodian*
Attn: Mutual Funds
301 N. Main Street
Winston Salem, NC 27150

Sisters of Charity 31.41%
North Trust as Trustee*
Attn: Mutual Funds
P.O. Box 92956
Chicago, IL 60675

____________________
*Owner of record only.

Shareholder inquiries may be made by writing or calling the Shareholder
Services Agent at the address or telephone number set forth in the employer's
plan documents or in documents provided by the institution.

<PAGE>

DIMENSIONAL INVESTMENT GROUP INC.
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

CUSTODIAN
PNC BANK, N.A.
200 Stevens Drive, Airport Business Center
Lester, PA 19113

ACCOUNTING SERVICE AND DIVIDEND DISBURSING AGENT
PFPC INC.
400 Bellevue Parkway
Wilmington, DE 19809

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
2600 One Commerce Square
Philadelphia, PA 19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
19th and Market Streets
Philadelphia, PA 19103

<PAGE>

DIMENSIONAL INVESTMENT GROUP INC.

DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III

1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA 90401
TELEPHONE: (310) 395-8005

STATEMENT OF ADDITIONAL INFORMATION

August 3, 1995

This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of the DFA International Value Portfolio
III and the U.S. Large Cap Value Portfolio III (collectively the "Portfolios")
of Dimensional Investment Group Inc. (the "Fund"), dated August 3, 1995, which
can be obtained from the Fund by writing to the Fund at the above address or by
calling the above telephone number.

TABLE OF CONTENTS

Page

INVESTMENT OBJECTIVE AND POLICIES..........................................2

BROKERAGE TRANSACTIONS.....................................................2

INVESTMENT LIMITATIONS.....................................................3

FUTURES CONTRACTS..........................................................5

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS.................................5

MANAGEMENT OF THE PORTFOLIOS...............................................6

DIRECTORS AND OFFICERS.....................................................6

OTHER INFORMATION .........................................................8

PURCHASE OF SHARES.........................................................9

REDEMPTION OF SHARES.......................................................9

PRINCIPAL HOLDERS OF SECURITIES ..........................................9

CALCULATION OF PERFORMANCE DATA ..........................................10

FINANCIAL STATEMENTS......................................................11

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following information supplements the information set forth in the
prospectus under the captions "DFA INTERNATIONAL VALUE PORTFOLIO III-INVESTMENT
OBJECTIVE AND POLICIES" and "U.S. LARGE CAP VALUE PORTFOLIO III-INVESTMENT
OBJECTIVE AND POLICIES", and applies to the DFA International Value Series (the
"International Value Series") and the DFA U.S. Large Cap Value Series (the
"Large Cap Value Series") of The DFA Investment Trust Company (the "Trust").

Because the structure of the International Value Series and the Large Cap
Value Series is based on the relative market capitalizations of eligible
holdings, it is possible that the Series might include at least 5% of the
outstanding voting securities of one or more issuers. In such circumstances,
the Fund and the issuer would be deemed "affiliated persons" under the
Investment Company Act of 1940 and certain requirements of the Act regulating
dealings between affiliates might become applicable. However, based on the
present capitalizations of the groups of companies eligible for inclusion in the
Series and the anticipated amount of the Series' assets intended to be invested
in such securities, management does not anticipate that a Series will include as
much as 5% of the voting securities in any issuer.

The DFA International Value Portfolio III may invest up to 5% of its
assets in convertible debentures issued by non-U.S. companies. 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
non-convertible 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, the Portfolio may be required to pay for
a convertible debenture an amount in excess of the value of the underlying
common stock. Common stock acquired by the Portfolio upon conversion of a
convertible debenture will generally be held for so long as the Adviser
anticipates such stock will provide the Portfolio with opportunities which are
consistent with the Portfolio's investment objective and policies.

BROKERAGE TRANSACTIONS

Portfolio transactions of each Series will be placed with a view to
receiving the best price and execution. In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected, and brokers will be
selected with these goals in view. The Advisor monitors the performance of
brokers which effect transactions for all Series to determine the effect that
their trading has on the market prices of the securities in which it invests.
The Advisor also checks the rate of commission being paid by all Series to its
brokers to ascertain that they are competitive with those charged by other
brokers for similar services.

<PAGE>

pay commissions on these transactions which are greater than another broker
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 assets under its management. Brokerage
transactions may be placed with securities firms that are affiliated with an
affiliate of the Advisor. Commissions paid on such transactions would be
commensurate with the rate of commissions paid on similar transactions to
brokers that are not so affiliated and the frequency of, and the selection of
brokers to effect, such transactions would be fair and reasonable to the
Portfolio's shareholders.

The over-the-counter market ("OTC") companies eligible for purchase by the
Large Cap Value Series are thinly traded securities. Therefore, the Advisor
believes it needs maximum flexibility to effect OTC trades on a best execution
basis. To that end, the Advisor places buy and sell orders with market makers,
third market brokers, Instinet and with dealers on an agency basis when the
Advisor determines that the securities may not be available from other sources
at a more favorable price. Third market brokers enable the Advisor to trade
with other institutional holders directly on a net basis. This allows the
Advisor sometimes to trade larger blocks than would be possible by going through
a single market maker.

The Advisor places buy and sell orders on Instinet when the Advisor
determines that the securities may not be available from other sources at a more
favorable price. Instinet is an electronic information and communication
network whose subscribers include most market makers as well as many
institutions. Instinet charges a commission for each trade executed on its
system. On any given trade a Series, by trading through Instinet, would pay a
spread to a dealer on the other side of the trade plus a commission to Instinet.
However, placing a buy (or sell) order on Instinet communicates to many
(potentially all) market makers and institutions at once. This can create a
more complete picture of the market and thus increase the likelihood that the
Series can effect transactions at the best available prices.

Each Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the corresponding Series, except if
a Portfolio receives securities or currencies from the corresponding Series to
satisfy the Portfolio's redemption request. (See "REDEMPTION OF SHARES".)

INVESTMENT LIMITATIONS

Each of the Portfolios has adopted certain limitations which may not be
changed without the approval of the holders 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 effected by
the proposed change) present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio. The investment limitations of each Series are the same as those of
the corresponding Portfolio.

The Portfolios will not: (1) invest in commodities or real estate,
including limited partnership interests therein, although they may purchase and
sell securities of companies which deal in real estate and securities which are
secured by interests in real estate and may purchase or sell financial futures
contracts and options thereon; (2) make loans of cash, except through the
acquisition of repurchase agreements and obligations customarily purchased by
institutional investors; (3) as to 75% of the total assets of a Portfolio,
invest in the securities of any issuer (except obligations of the U.S.
Government and its instrumentalities) if, as a result of more than 5% of the
Portfolio's total assets, at market, would be invested in the securities of such
issuer; (4) purchase or retain 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; (5) borrow, except that
the Portfolios may borrow for temporary or emergency purposes or to pay
redemptions, amounts not exceeding 33% of a Portfolio's net assets from banks
and pledge not more than 33% of such

<PAGE>

assets to secure such loans; (6) pledge, mortgage, or hypothecate any of its
assets to an extent greater than 10% of its total assets at fair market value,
except as described in (5) above; (7) invest more than 15% of the value of the
Portfolio's total assets in illiquid securities which include certain restricted
securities, repurchase agreements with maturities of greater than seven days,
and other illiquid investments; (8) engage in the business of underwriting
securities issued by others; (9) invest for the purpose of exercising control
over management of any company; (10) invest its assets in securities of any
investment company, except in connection with a merger, acquisition of assets,
consolidation or reorganization; (11) invest more than 5% of its total assets in
securities of companies which have (with predecessors) a record of less than
three years' continuous operation; (12) acquire any securities of companies
within one industry if, as a result of such acquisition, more than 25% of the
value of the Portfolio's total assets would be invested in securities of
companies within such industry; (13) write or acquire options (except as
described in (1) above) or interests in oil, gas or other mineral exploration,
leases or development programs; (14) purchase warrants, except that the
Portfolios may acquire warrants as a result of corporate actions involving their
holdings of equity securities; (15) purchase securities on margin or sell short;
or (16) acquire more than 10% of the voting securities of any issuer and
provided that this limitation applies only to 75% of the assets of the U.S.
Large Cap Value Portfolio III.

The investment limitations described in (3), (7), (9), (10), (11), (12)
and (16) above do not prohibit each Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as a Series.

For purposes of (1) above, a Portfolio may not deposit as initial or
variation margin more than 5% of its net assets in connection with the purchase
or sale of financial futures contracts and options thereon. Although (2) above
prohibits cash loans, the Portfolios are authorized to lend portfolio
securities. Inasmuch as the Portfolios will only hold shares of a corresponding
Series, the Portfolios do not intend to lend those shares.

For purposes of (7) above, pursuant to Rule 144A under the Securities Act
of 1933 (the "1933 Act"), the Series may purchase certain unregistered (i.e.
restricted) securities upon a determination that a liquid institutional market
exists for the securities. If it is decided that a liquid market does exist,
the securities will not be subject to the 10% or 15% limitation on holdings of
illiquid securities stated in (7) above. While maintaining oversight, the Board
of Trustees of the Trust has delegated the day-to-day function of making
liquidity determinations to the Advisor. For 144A securities to be considered
liquid, there must be at least two dealers making a market in such securities.
After purchase, the Board of Trustees and the Advisor will continue to monitor
the liquidity of Rule 144A securities.

For the purposes of (12) above, utility companies will be divided
according to their services; e.g., gas, gas transmission, electric and gas,
electric, water and telephone will each be considered a separate industry.

The International Value Series may acquire and sell forward foreign
currency exchange contracts in order to hedge against changes in the level of
future currency rates. Such contracts involve an obligation to purchase or sell
a specific currency at a future date at a price set in the contract. While the
DFA International Value Portfolio III and the U.S. Large Cap Value Portfolio III
(indirectly through their investment in the corresponding Series) have retained
authority to buy and sell financial futures contracts and options thereon, they
have no present intention to do so.

4
<PAGE>

FUTURES CONTRACTS

The International Value Series and the Large Cap Value Series each may
enter into futures contracts and options on futures contracts for the purpose of
remaining fully invested and to maintain liquidity to pay redemptions. Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of defined securities at a specified future time and at a
specified price. Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges. A
Series will be required to make a margin deposit in cash or government
securities with a broker or custodian to initiate and maintain positions in
futures contracts. Minimal initial margin requirements are established by the
futures exchange and brokers 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 will be required.
Conversely, reduction in the contract value may reduce the required margin
resulting in a repayment of excess margin to a Series. Variation margin
payments are made to and from the futures broker for as long as the contract
remains open. The Series expect to earn income on their margin deposits. A
Series will not enter into futures contract transactions if immediately
thereafter, the sum of its initial and variation margin deposits on open
contracts exceeds 5% of the market value of its total assets.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a Series would continue to be required to
continue to make variation margin deposits. In such circumstances, if a Series
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.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions a Series has identified as hedging transactions,
the Series is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during
the year. In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term gain or loss and 40% short-term
capital gain or loss, without regard to the holding period of the contract.
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by a Series may affect the holding period
of such securities and, consequently, the nature of the gain or loss on such
securities upon disposition.

In order for a Series to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities and other income derived with respect to the Series' business of
investing in securities. In addition, gains realized on the sale or other
disposition of securities held for less than three months must be limited to
less than 30% of the Series' annual gross income. It is anticipated that any
net gain realized from closing futures contracts will be considered gain from
the sale of securities and, therefore, constitute qualifying income for purposes
of the 90% requirement. In order to avoid realizing excessive gains on
securities held less than three months, a Series may be required to defer the
closing out of futures contracts beyond the time when it would otherwise be
advantageous to do so. It is anticipated that unrealized gains on futures
contracts which have been open

<PAGE>

for less than three months as of the end of a Series' fiscal year and which are
recognized for tax purposes, will not be considered gains on sales of securities
held less than three months for the purpose of the 30% test. The Series will
distribute to shareholders annually any net capital gains which have been
recognized for federal income tax purposes (including unrealized gains at the
end of the Series' fiscal year) on futures transactions. Such distributions
will be combined with distributions of capital gains realized on the Series'
other investments.

MANAGEMENT OF THE PORTFOLIOS

DFA has undertaken to reimburse each Portfolio to the extent necessary to
satisfy the most restrictive expense ratio required by any state in which the
particular Portfolio's shares are qualified for sale. Presently, the most
restrictive expense limitation is 2.5% on the first $30,000,000 of average
annual net assets of the Portfolio, 2.0% of the next $70,000,000 of such assets,
and 1.5% of any excess.

DIRECTORS AND OFFICERS

The names and addresses of the directors and officers of the Fund and a
brief statement of their present positions and principal occupations during the
past five years is set forth below.

DIRECTORS

David G. Booth, Director*, 48, President and Chairman-Chief Executive
Officer, Santa Monica, CA. President, Chairman-Chief Executive Officer and
Director, of the following companies: Dimensional Fund Advisors Inc., DFA
Securities Inc., Dimensional Fund Advisors Asia Inc., DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets Fund
Inc. (registered investment company). Trustee, President and Chairman-Chief
Executive Officer of The DFA Investment Trust Company. Chairman and Director,
Dimensional Fund Advisors Ltd.

George M. Constantinides, 47, Director, Chicago, IL. Leon Carroll
Marshall Professor of Finance, Graduate School of Business, University of
Chicago. Trustee, The DFA Investment Trust Company. Director, DFA Investment
Dimensions Group Inc. and Dimensional Emerging Markets Fund Inc.

John P. Gould, 56, Director, Chicago, IL. Distinguished Service Professor
of Economics, Graduate School of Business, University of Chicago. Trustee, The
DFA Investment Trust Company and First Prairie Funds (registered investment
company). Director, DFA Investment Dimensions Group Inc., Dimensional Emerging
Markets Fund Inc., Vulcan Industrial Materials, Inc. and Arch Development
Corporation.

Roger G. Ibbotson, 52, Director, New Haven, CT. Professor in Practice of
Finance, Yale School of Management. Trustee, The DFA Investment Trust Company.
Director, DFA Investment Dimensions Group Inc., Dimensional Emerging Markets
Fund Inc., Hospital Fund, Inc. (investment management services) and BIRR
Portfolio Analysis, Inc. (software products). Chairman, Institute Study of
Security Markets, Memphis, TN. Chairman and President, Ibbotson Associates,
Inc. (software, data, publishing and consulting).

Merton H. Miller, 72, Director, Chicago, IL. Robert R. McCormick
Distinguished Service Professor, Graduate School of Business, University of
Chicago. Trustee, The DFA Investment Trust

6
<PAGE>

Company. Director, DFA Investment Dimensions Group Inc., Dimensional Emerging
Markets Fund Inc. and Chicago Mercantile Exchange.

Myron S. Scholes, 54, Director, Greenwich, Connecticut. Frank E. Buck
Professor of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University.
Trustee, The DFA Investment Trust Company. Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breedon Group of Investment Companies.
Limited Partner, Long Term Capital Management L.P. (money manager).

Rex A. Sinquefield, 50, Director*, Chairman-Chief Investment Officer,
Santa Monica, CA. Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., Dimensional Fund Advisors Asia Inc.,
DFA Investment Dimensions Group Inc. and Dimensional Emerging Markets Fund Inc.
Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust Company.
Chairman, Chief Executive Officer and Director, Dimensional Fund Advisors Ltd.

*Interested Director of the Fund.

OFFICERS

Each of the officers listed below hold the same office in the following
entities: Dimensional Fund Advisors Inc., DFA Securities Inc., Dimensional Fund
Advisors Asia Inc., DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.

Arthur Barlow, 39, Vice President, Santa Monica, CA.

Maureen Connors, 58, Vice President, Santa Monica, CA.

Robert Deere, 37, Vice President, Santa Monica, CA.

Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
Associate attorney, Cahill, Gordon & Reindel, from 1987 to 1991.

Eugene Fama, Jr., 34, Vice President, Santa Monica, CA.

David Plecha, 33, Vice President, Santa Monica, CA. Assistant Vice
President, Leland O'Brien Rubenstein Associates, Los Angeles, CA from 1987 to
1989.

George Sands, 39, Vice President, Santa Monica, CA. Managing Director,
Asset Strategy Consulting, Los Angeles, CA from 1991 to 1992 and previously Vice
President, Wilshire Associates, Santa Monica, CA.

Michael T. Scardina, 39, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.

Cem Severoglu, 32, Vice President, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., 48, Executive Vice President, Santa Monica,
CA.

Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

7
<PAGE>

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 November 30, 1994, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

Aggregate Total Compensation from
Compensation Fund
Director from Fund and Fund Complex
- -------- ----------- -----------------------
<S> <C> <C>
George M. Constantinides $5,125 $30,750
John P. Gould $5,125 $30,750
Roger G. Ibbotson $5,125 $30,750
Merton H. Miller $5,000 $30,000
Myron S. Scholes $4,000 $24,000
</TABLE>

Directors and officers as a group own less than 1% of each Portfolio's
outstanding stock.

OTHER INFORMATION

The Fund was known as DFA U.S. Large Cap Inc. from February, 1992 until
the Fund amended its Articles of Incorporation in April, 1993 to change to its
present name. Prior to a February, 1992 amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc. The Fund
commenced offering the shares of its Portfolios as follows: The DFA 6-10
Institutional Portfolio in April, 1993; The DFA International Value Portfolio in
December, 1993; the DFA International Value Portfolio II, the U.S. Large Cap
Value Portfolio II and the U.S. Small Cap Value Portfolio II in July, 1994; the
DFA One-Year Fixed Income Portfolio II in October, 1994; and the DFA
International Value Portfolio III and the U.S. Large Cap Value Portfolio III in
December, 1994.

The shares of each Portfolio, when issued and paid for in accordance with
the Portfolios' prospectus, will be fully paid and nonassessable shares, with
equal, non-cumulative voting rights and no preferences as to conversion,
exchange, dividends, redemption or any other feature. With respect to matters
which require shareholder approval, shareholders are entitled to vote only with
respect to matters which affect the interest of the class of shares (Portfolio)
which they hold, except as otherwise required by applicable law. If liquidation
of the Fund should occur, shareholders would be entitled to receive on a per
class basis the assets of the particular Portfolio whose shares they own, as
well as a proportionate share of Fund assets not attributable to any particular
Portfolio. Ordinarily, the Fund does not intend to hold annual meetings of
shareholders, except as required by the Investment Company Act of 1940 (the
"1940 Act") or other applicable law. The Fund's by-laws provide that special
meetings of shareholders shall be called at the written request of at least 10%
of the votes entitled to be cast at such meeting. Such meeting may be called to
consider any matter, including the removal of one or more directors.
Shareholders will receive shareholder communications with respect to such
matters as required by the 1940 Act, including semi-annual and annual financial
statements of the Fund, the latter being audited.

Boston Safe Deposit and Trust Company serves as the custodian for DFA
International Value Portfolio III and International Value Series. PNC Bank,
N.A. serves as the custodian for U.S. Large Cap Value Portfolio III and U.S.
Large Cap Value Series. The custodians maintain a separate account or accounts
for the Portfolios and Series; receive, hold and release portfolio securities on
account of the Portfolios and Series; make receipts and disbursements of money
on behalf of the Portfolios and Series;

8
<PAGE>

and collect and receive income and other payments and distributions on account
of the Portfolios' and Series' portfolio securities.

Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Funds' financial statements on an annual basis.

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
NYSE is open for business. On other days, the Fund will generally be closed.
The NYSE is scheduled to be open Monday through Friday throughout the year
except for days closed to recognize New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas
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.

REDEMPTION 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
Exchange is restricted as determined by the Securities and Exchange Commission
(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.

If the Board of Directors of the Fund determines that it would be
detrimental to the best interests of the remaining shareholders of a Portfolio
to make payment wholly or partly in cash, the Portfolio may pay the redemption
price by a distribution of readily marketable portfolio securities from the
Portfolio in lieu of cash. Upon such a determination by both the Board of
Directors of the Fund and Board of Trustees of the Trust, a Portfolio may pay
the redemption price, in lieu of cash, by a distribution of portfolio securities
that the Portfolio receives from the Series to satisfy the Portfolio's
redemption request. Any such redemption by the Series and/or the Portfolio
would be in accordance with Rule 18f-1 under the 1940 Act. Investors may incur
brokerage charges and other transaction costs selling securities that were
received in payment of redemptions. The International Value Series reserves the
right to redeem its shares in the currencies in which its investments are
denominated. Investors may incur charges in converting such currencies to
dollars and the value of the currencies may be affected by currency exchange
fluctuations.

9
<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of June 30, 1995, the following stockholders owned 5% or more of the
outstanding stock of the Portfolios, as set forth below:

DFA INTERNATIONAL VALUE PORTFOLIO III

Charles Schwab & Co. Inc.-All REIN* 100.00%
101 Montgomery Street
San Francisco, CA 94104

U.S. LARGE CAP VALUE PORTFOLIO III

Charles Schwab & Co. Inc.-All REIN* 94.10%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Co. Inc.-Cap Gain REIN* 5.90%
101 Montgomery Street
San Francisco, CA 94104

____________________
*Owner of record only.

CALCULATION OF PERFORMANCE DATA

Following are quotations of the annualized percentage total returns for
DFA International Value Portfolio III and U.S. Large Cap Value Portfolio III for
the period from February 3, 1995 (date of initial investment) through May 31,
1995, using the standardized method of calculation required by the SEC:

DFA International Value Portfolio III 7.61%

U.S. Large Cap Value Portfolio III 15.90%

As the following formula indicates, each Portfolio and Series determines
its annualized total return by finding the annualized total return over the
stated time period that would equate a hypothetical initial purchase order of
$1,000 to its redeemable value (including capital appreciation/depreciation and
dividends and distributions paid and reinvested less any fees charged to a
shareholder account) at the end of the stated time period. The calculation
assumes that all dividends and distributions are reinvested at the public
offering

<PAGE>

price on the reinvestment dates during the period. The calculation also assumes
the account was completely redeemed at the end of each period and the deduction
of all applicable charges and fees. According to the SEC formula:

P(1 + T)(n) = ERV

where:

P = a hypothetical initial payment of $1,000

T = annualized compound rate of return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the one-, five- and ten-year periods at the end of the one-, five-
and ten-year periods (or fractional portion thereof).

In addition to the standardized method of calculating performance required
by the SEC, the Portfolios and Series may disseminate other performance data.
Non-standardized return data may be presented over time periods which extend
prior to when a Portfolio or its corresponding Series commenced investment
operations by using simulated data consistent with the investment policy of the
Portfolio and the Series for that portion of the period prior to the initial
investment date. The simulated data would exclude the deduction of Portfolio
and Series expenses which would otherwise reduce the returns quotations.

FINANCIAL STATEMENTS

The unaudited financial statements for the period from February 3, 1995
(date of initial investment) through May 31, 1995, as set forth in the
semi-annual report to stockholders, dated May 31, 1995, of DFA International
Value Portfolio III and U.S. Large Cap Value Portfolio III, respectively, are
incorporated herein by reference. A shareholder may obtain a copy of the report
upon request and without charge, by contacting the Fund at the address or
telephone number appearing on the cover of the Statement of Additional
Information.

<PAGE>

DFA ONE-YEAR FIXED INCOME PORTFOLIO II

DIMENSIONAL INVESTMENT GROUP INC.

1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA 90401
TELEPHONE: (310) 395-8005

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 3, 1995

This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of the DFA One-Year Fixed Income
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the
"Fund"), dated August 3, 1995, which can be obtained by writing or calling the
Shareholder Services Agent for your employer's plan.

TABLE OF CONTENTS

Page

BROKERAGE TRANSACTIONS.....................................................2

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

MANAGEMENT OF THE PORTFOLIO................................................3

DIRECTORS AND OFFICERS.....................................................3

OTHER INFORMATION .........................................................5

PURCHASE OF SHARES.........................................................6

REDEMPTION OF SHARES.......................................................6

PRINCIPAL HOLDERS OF SECURITIES ...........................................7

CALCULATION OF PERFORMANCE DATA ...........................................7

FINANCIAL STATEMENTS.......................................................8

<PAGE>

BROKERAGE TRANSACTIONS

The DFA One-Year Fixed Income Series (the "Series") of The DFA Investment
Trust Company (the "Trust") acquires and sells securities on a net basis with
dealers which are major market markers 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 and execution for the
securities being traded among the dealers with whom the Series effects
transactions.

Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.
Brokerage transactions may be placed with securities firms that are affiliated
with an affiliate of the Advisor. Commission paid on such transactions would be
commensurate with the rate of commissions paid on similar transactions to
brokers that are not so affiliated.

The Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the Series, except if the Portfolio
receives securities from the Series to satisfy the Portfolio's redemption
request. (See "REDEMPTION OF SHARES".)

INVESTMENT LIMITATIONS

The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders 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 effected by the
proposed change) present at a meeting if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio. The investment limitations of the Series are the same as those of
the Portfolio.

The Portfolio will not: (1) invest in commodities or real estate,
including limited partnership interests therein, although it may purchase and
sell securities of companies which deal in real estate and securities which are
secured by interests in real estate; (2) make loans of cash, except through the
acquisition of repurchase agreements and obligations customarily purchased by
institutional investors; (3) as to 75% of its total assets, invest in the
securities of any issuer (except obligations of the U.S. Government and its
instrumentalities) if, as a result of more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer; (4)
purchase or retain 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; (5) borrow, except from banks and as a
temporary measure for extraordinary or emergency purposes and then, in no event,
in excess of 5% of its gross assets valued at the lower of market or cost; (6)
pledge, mortgage, or hypothecate any of its assets to an extent greater than 10%
of its total assets at fair market value; (7) invest more than 10% of the value
of the Portfolio's total assets in illiquid securities which include certain
restricted securities, repurchase agreements with maturities of greater than
seven days, and other illiquid investments; (8) engage in the business of
underwriting securities issued by others; (9) invest for the purpose of
exercising control over management of any company; (10) invest its assets in
securities of any investment company, except in connection with a merger,
acquisition of assets, consolidation or reorganization; (11) invest more than 5%
of its total assets in securities of companies which have (with predecessors) a
record of less than three years' continuous operation; (12) acquire any
securities of companies within one industry if, as a result of such acquisition,
more than 25% of the value of the Portfolio's total assets would be invested in
securities of companies within such industry; except the Portfolio shall invest
more than 25% of its total assets in obligations of banks and bank holding
companies in the circumstances described in the prospectus under "Investments in
the Banking Industry" and as otherwise described under

<PAGE>

"Portfolio Strategy"; (13) write or acquire options or interests in oil, gas or
other mineral exploration, leases or development programs; (14) purchase
warrants; (15) purchase securities on margin or sell short; or (16) acquire more
than 10% of the voting securities of any issuer.

The investment limitations described in (3), (7), (9), (10), (11), (12)
and (16) above do not prohibit the Portfolio from investing all or substantially
all of its assets in the shares of another registered open-end investment
company, such as the Series.

Although (2) above prohibits cash loans, the Portfolio is authorized to
lend portfolio securities. Inasmuch as the Portfolio will only hold shares of
the Series, the Portfolio does not intend to lend those shares.

For purposes of (7) above, the Portfolio (indirectly through the Series)
may invest in commercial paper that is exempt from the registration requirements
of the Securities Act of 1933 (the "1933 Act") subject to the requirements
regarding credit ratings stated in the prospectus under "Description of
Investments". Further, pursuant to Rule 144A under the 1933 Act, the Series may
purchase certain unregistered (i.e. restricted) securities upon a determination
that a liquid institutional market exists for the securities. If it is decided
that a liquid market does exist, the securities will not be subject to the 10%
limitation on holdings of illiquid securities stated in (7) above. While
maintaining oversight, the Board of Trustees of the Trust has delegated the
day-to-day function of making liquidity determinations to the Advisor. For 144A
securities to be considered liquid, there must be at least two dealers making a
market in such securities. After purchase, the Board of Trustees and the
Advisor will continue to monitor the liquidity of Rule 144A securities.

MANAGEMENT OF THE PORTFOLIO

DFA has undertaken to reimburse the Portfolio to the extent necessary to
satisfy the most restrictive expense ratio required by any state in which the
Portfolio's shares are qualified for sale. Presently, the most restrictive
expense limitation is 2.5% on the first $30,000,000 of average annual net assets
of the Portfolio, 2.0% of the next $70,000,000 of such assets, and 1.5% of any
excess.

DIRECTORS AND OFFICERS

The names and addresses of the directors and officers of the Fund and a
brief statement of their present positions and principal occupations during the
past five years is set forth below.

DIRECTORS

David G. Booth, 48, Director*, President and Chairman-Chief Executive
Officer, Santa Monica, CA. President, Chairman-Chief Executive Officer and
Director, of the following companies: Dimensional Fund Advisors Inc., DFA
Securities Inc., Dimensional Fund Advisors Asia Inc., DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets Fund
Inc. (registered investment company). Trustee, President and Chairman-Chief
Executive Officer of The DFA Investment Trust Company. Chairman and Director,
Dimensional Fund Advisors Ltd.

<PAGE>

Merton H. Miller, 72, Director, Chicago, IL. Robert R. McCormick
Distinguished Service Professor, Graduate School of Business, University of
Chicago. Trustee, The DFA Investment Trust Company. Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Chicago
Mercantile Exchange.

*Interested Director of the Fund.

OFFICERS

Arthur Barlow, 39, Vice President, Santa Monica, CA.

Maureen Connors, 58, Vice President, Santa Monica, CA.

Robert Deere, 37, Vice President, Santa Monica, CA.

<PAGE>

Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
Associate attorney, Cahill, Gordon & Reindel, from 1987 to 1991.

Eugene Fama, Jr., 34, Vice President, Santa Monica, CA.

David Plecha, 33, Vice President, Santa Monica, CA. Assistant Vice
President, Leland O'Brien Rubenstein Associates, Los Angeles, CA from 1987 to
1989.

Michael T. Scardina, 39, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.

Cem Severoglu, 32, Vice President, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., 48, Executive Vice President, Santa Monica,
CA.

Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

Aggregate Total Compensation from
Compensation Fund
Director from fund and Fund Complex
- -------- ----------- -----------------------
<S> <C> <C>
George M. Constantinides $5,125 $30,750
John P. Gould $5,125 $30,750
Roger G. Ibbotson $5,125 $30,750
Merton H. Miller $5,000 $30,000
Myron S. Scholes $4,000 $24,000
</TABLE>

Directors and officers as a group own less than 1% of the Portfolio's
outstanding stock.

OTHER INFORMATION

The Fund was known as DFA U.S. Large Cap Inc. from February, 1992 until
the Fund amended its Articles of Incorporation in April, 1993 to change to its
present name. Prior to a February, 1992 amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc. The Fund
commenced offering the shares of its Portfolios as follows: The DFA 6-10
Institutional Portfolio in April, 1993; the DFA International Value Portfolio in
December, 1993; the DFA International Value Portfolio II, the U.S. Large Cap
Value Portfolio II and the U.S. Small Cap Value Portfolio II in July, 1994; and
the DFA One-Year Fixed Income Portfolio II in October, 1994.

5
<PAGE>

The shares of the Portfolio, when issued and paid for in accordance with
the Portfolio's prospectus, will be fully paid and nonassessable shares, with
equal, non-cumulative voting rights and no preferences as to conversion,
exchange, dividends, redemption or any other feature. With respect to matters
which require shareholder approval, shareholders are entitled to vote only with
respect to matters which affect the interest of the class of shares (Portfolio)
which they hold, except as otherwise required by applicable law. If liquidation
of the Fund should occur, shareholders would be entitled to receive on a per
class basis the assets of the particular Portfolio whose shares they own, as
well as a proportionate share of Fund assets not attributable to any particular
Portfolio. Ordinarily, the Fund does not intend to hold annual meetings of
shareholders, except as required by the Investment Company Act of 1940 (the
"1940 Act") or other applicable law. The Fund's by-laws provide that special
meetings of shareholders shall be called at the written request of at least 10%
of the votes entitled to be cast at such meeting. Such meeting may be called to
consider any matter, including the removal of one or more directors.
Shareholders will receive shareholder communications with respect to such
matters as required by the 1940 Act, including semi-annual and annual financial
statements of the Fund, the latter being audited.

PNC Bank, N.A. serves as a custodian for the Portfolio and the Series.
The custodian maintains a separate account or accounts for the Portfolio and the
Series; receives, holds and releases portfolio securities on account of the
Portfolio and the Series; makes receipts and disbursements of money on behalf of
the Portfolio and the Series; and collects and receives income and other
payments and distributions on account of the Portfolio's and Series' portfolio
securities.

Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements.

PURCHASE OF SHARES

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

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

REDEMPTION OF SHARES

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

<PAGE>

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.

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the Portfolio to make payment
wholly or partly in cash, the Portfolio may pay the redemption price by a
distribution of portfolio securities from the Portfolio in lieu of cash. Upon
such a determination by both the Board of Directors of the Fund and the Board of
Trustees of the Trust, the Portfolio may pay the redemption price, in lieu of
cash, by a distribution of portfolio securities that the Portfolio receives
from the Series to satisfy the Portfolio's redemption request. Any such
redemption by the Series and/or the Portfolio would be in accordance with
Rule 18f-1 under the 1940 Act. Investors may incur brokerage charges and
other transaction costs selling securities that were received in payment of
redemptions.

PRINCIPAL HOLDERS OF SECURITIES

As of June 30, 1995, the following stockholders owned 5% or more of the
outstanding stock of the Portfolio, as set forth below:

Hewitt IRA Portfolio 68.28%
Wachovia Bank of North Carolina as Custodian*
Attn: Mutual Funds
301 N. Main Street
Winston Salem, NC 27150

Sisters of Charity 31.41%
North Trust as Trustee*
Attn: Mutual Funds
P.O. Box 92956
Chicago, IL 60675

____________________
*Owner of record only.

CALCULATION OF PERFORMANCE DATA

The annualized percentage total return for the Portfolio for the period
from February 9, 1995 (date of initial investment) through May 31, 1995, using
the standardized method of calculation required by the SEC is 2.50%.

As the following formula indicates, the Portfolio and Series each
determines its annualized total return by finding the annualized total return
over the stated time period that would equate a hypothetical initial purchase
order of $1,000 to its redeemable value (including capital
appreciation/depreciation and dividends and distributions paid and reinvested
less any fees charged to a shareholder account) at the end of the stated time
period. The calculation assumes that all dividends and distributions are
reinvested at the public offering price on the reinvestment dates during the
period. The calculation also assumes the account was completely redeemed at the
end of each period and the deduction of all applicable charges and fees.
According to the SEC formula:

P(1 + T)(n) = ERV

<PAGE>

where:

P = a hypothetical initial payment of $1,000

T = annualized compound rate of return

n = number of years

In addition to the standardized method of calculating performance required
by the SEC, the Portfolio and Series may disseminate other performance data.
Non-standardized return data may be presented over time periods which extend
prior to when the Portfolio or the Series commenced investment operations by
using simulated data consistent with the investment policy of the Portfolio and
the Series for that portion of the period prior to the initial investment date.
The simulated data would exclude the deduction of Portfolio and Series expenses
which would otherwise reduce the returns quotations.

FINANCIAL STATEMENTS

The unaudited financial statements for the period from February 9, 1995
(date of initial investment) through May 31, 1995, as set forth in the
semi-annual report to stockholders, dated May 31, 1995, are incorporated herein
by reference. A shareholder may obtain a copy of the report, upon request and
without charge, by contacting the Fund at the address or telephone number
appearing on the cover of the Statement of Additional Information.

<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

PART A: FINANCIAL HIGHLIGHTS*

PART B:

(1) Statement of Assets and Liabilities*
(2) Statement of Operations*
(3) Statement of Changes in Net Assets*
(4) Financial Highlights*
(5) Report of Coopers & Lybrand L.L.P., independent
accountants, dated January 23, 1995*
(6) Notes to Financial Statements*

(b) EXHIBITS

(1) Articles of Incorporation**
(i) Form of Articles of Amendment**
(ii) Articles Supplementary**
(2) By-Laws**
(3) None
(4) (i) Specimen Security of The DFA 6-10 Institutional
Portfolio**
(ii) Specimen Security of The DFA International Value
Portfolio**
(iii) Specimen Security of DFA International Value
Portfolio II**
(iv) Specimen Security of DFA U.S. Large Cap Value
Portfolio II**
(v) Specimen Security of DFA U.S. Small Cap Value
Portfolio II**
(vi) Specimen Security of DFA One-Year Fixed Income
Portfolio II**
(vii) Specimen Security of DFA International Value
Portfolio III**
(viii) Specimen Security of U.S. Large Cap Value
Portfolio III**
(ix) Specimen Security of DFA Five-Year Government
Portfolio II**
(5) Investment Advisory Agreement**
(6) None
(7) None
(8) Form of Custodian Agreement with Provident National
Bank**
(i) Form of Amendment**

<PAGE>

(9) (i) Form of Transfer Agency Agreement with Provident
Financial Processing Corporation**
(a) Form of Amendment**
(ii) Form of Administration and Accounting Services
Agreement with Provident Financial Processing
Corporation**
(a) Form of Amendment**
(iii) Form of Facility Agreement with Dimensional Fund
Advisors Inc.**
(iv) Agreement with DFA Securities Inc.**
(v) Form of Shareholders Agreement**
(vi) Form of Administration Agreement re The DFA 6-10
Institutional Portfolio**
(vii) Form of Administration Agreement re The DFA
International Value Portfolio**
(viii) Form of Administration Agreement re DFA
International Value Portfolio II**
(ix) Form of Administration Agreement re DFA U.S. Large
Cap Value Portfolio II**
(x) Form of Administration Agreement re DFA U.S. Small
Cap Value Portfolio II**
(xi) Form of Administration Agreement re DFA One-Year
Fixed Income Portfolio II**
(xii) Form of Administration Agreement re DFA
International Value Portfolio III**
(xiii) Form of Administration Agreement re U.S. Large Cap
Value Portfolio III**
(xiv) Form of Administration Agreement re DFA Five-Year
Government Portfolio II**
(10) Opinion of counsel**
(11) Not applicable
(12) Not applicable
(13) Form of Subscription Agreement under Section 14(a)(3) of
Investment Company Act of 1940**
(14) None
(15) None
(16) Schedules for computation of performance quotations
(17) Financial Data Schedules
(18) Not applicable
(19) (i) Power of Attorney and certified resolution
relating thereto**
(ii) Power of Attorney re The DFA Investment Trust
Company and certified resolution relating
thereto**

*For all series of shares except DFA International Value Portfolio III,
U.S. Large Cap Value Portfolio III and DFA One-Year Fixed Income Portfolio II,
the financial statements and financial highlights were filed on February 2, 1995
with the Securities and Exchange Commission as Dimensional Investment Group Inc.
Annual

C-2

<PAGE>

Report to Shareholders for the period ended November 30, 1994 ("Annual Report")
pursuant to Rule 30b2-1 under the Investment Company Act of 1940 and (1) with
respect to the financial statements, they are incorporated by reference into the
relevant Statements of Additional Information; and (2) with respect to the
Financial Highlights, they are incorporated by reference into the relevant
Prospectuses. A confirming copy of the Annual Report was submitted
electronically to the SEC via the EDGAR system on July 20, 1995.

With respect to DFA International Value Portfolio III, U.S. Large Cap
Value Portfolio III and DFA One-Year Fixed Income Portfolio II (the
"Portfolios"), the unaudited financial statements contained in the respective
reports to shareholders of the Portfolios, dated May 31, 1995, were filed
electronically with the SEC via the EDGAR system on August 3, 1995, pursuant to
Rule 30b2-1 under the 1940 Act and are incorporated by reference into the
Statements of Additional Information of the Portfolios. The financial
highlights are set forth in the prospectuses of the Portfolios.

**Previously filed with this registration statement and incorporated
herein by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

(1) (2)

Title of Class Number of Record Holders
(Par Value $.01) As of June 30, 1995
---------------- ------------------------

DFA 6-10 Institutional
Portfolio 2

DFA International Value
Portfolio 60

DFA International Value
Portfolio II 2

U.S. Small Cap Value
Portfolio II 2

U.S. Large Cap Value
Portfolio II 2

C-3

<PAGE>

DFA One-Year Fixed Income
Portfolio II 4

U.S. Large Cap Value
Portfolio III 3

DFA International Value
Portfolio III 2

ITEM 27. INDEMNIFICATION

Registrant's By-Laws provide the following:

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.

Registrant's Articles of Incorporation provide:

SEVENTH: (a) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, as amended from time to time, no director
or officer of the Corporation shall have any liability to the
Corporation or its stockholders for money damages. This

C-4
<PAGE>

limitation on liability applies to liabilities occurring for acts or
omissions occurring at the time a person serves as a director or
officer of the Corporation, whether or not such person is a director
or officer at the time of any proceeding in which liability is
asserted.

(b) Notwithstanding the foregoing, this Article
SEVENTH shall not operate to protect any director or officer of the
Corporation against any liability to the Corporation or its
stockholders to which such person would otherwise be subject by
reason or willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of such
person's office.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The Series' investment advisor (the "Advisor") was organized in May,
1981. The principal place of business of the Advisor is 1299 Ocean
Avenue, 11th Floor, Santa Monica, California 90401. The Advisor is
engaged in the business of providing investment advice primarily to
institutional investors.

The business, profession, vocation or employment of a substantial
nature in which each director and officer of the Advisor is or has
been, during the past two fiscal years, engaged for his own account
in the capacity of director, officer, employee, partner or trustee
is as follows:

DIRECTORS

David G. Booth is President, Chairman-Chief Executive Officer and
Director of the Advisor, the Registrant, DFA Securities Inc., DFA
Investment Dimensions Group Inc. (registered investment company),
Dimensional Fund Advisors Ltd., DFA Australia Pty. Limited
(registered investment advisor) and Dimensional Emerging Markets
Fund Inc. (registered investment company). Mr. Booth is also
Trustee, President and Chairman-Chief Executive Officer of The DFA
Investment Trust Company (registered investment company).

Eugene Francis Fama, a Director of the Advisor, 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.

C-5
<PAGE>

John Andrew McQuown, a Director of the Advisor, has been self
employed since 1974 as an entrepreneur, financier and consultant to
major financial institutions. He is also a Director of Chalone Wine
Group, Inc., Mortgage Information Corporation, KMV Corporation and
Microsource, Inc.

David Salisbury, a Director of the Advisor, is Chief Executive
Officer of Schroder Capital Management International Inc.

Rex A. Sinquefield is Chairman-Chief Investment Officer and a
Director of the Advisor, the Registrant, DFA Securities Inc., DFA
Investment Dimensions Group Inc., DFA Australia Pty. Limited and
Dimensional Emerging Markets Fund Inc. Mr. Sinquefield is also
Trustee, Chairman-Chief Investment Officer of The DFA Investment
Trust Company and Chairman, Chief Executive Officer and Director of
DFA Investment Advisors Ltd.

Lloyd Stockel, a Director of the Advisor, is the Chairman of Sand
County Ventures, Inc. and a Trustee of Muir Investment Trust.

OFFICERS

Each of the officers listed below holds the same office in the
following entities: Dimensional Fund Advisors Inc., DFA Securities
Inc., DFA Australia Pty. Limited, Dimensional Investment Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd. and
Dimensional Emerging Markets Fund Inc.

Arthur Barlow, Vice President.

Maureen Connors, Vice President.

Robert Deere, Vice President

Irene R. Diamant, Vice President and Secretary.

Eugene Fama, Jr., Vice President.

David Plecha, Vice President.

George Sands, Vice President

Michael T. Scardina, Vice President, Chief Financial Officer,
Controller and Treasurer.

Cem Severoglu, Vice President.

C-6
<PAGE>

Jeanne C. Sinquefield, Ph.D., Executive Vice President.

Each of the persons listed below are officers of the Advisor only.

Daniel Wheeler, 49, Marketing Officer, Santa Monica, CA.

David Schneider, 48, Marketing Officer, Santa Monica, CA.

Lawrence Spieth, 50, Marketing Officer, Santa Monica, CA.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) None.

(b) Registrant distributes its own shares. It has entered into an
agreement, filed as Exhibit No. 9(iv) to the Registration
Statement, which provides that DFA Securities Inc., 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401, will supervise the
sale of Registrant's shares.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Most accounts and records are maintained by PFPC Inc., 400 Bellevue
Parkway, Wilmington, DE 19809. Other records are maintained by
Registrant at its business office at 1299 Ocean Avenue, 11th Floor,
Santa Monica, CA 90401.

ITEM 31. MANAGEMENT SERVICES

Registrant has entered into a Transfer Agency and Dividend
Disbursing Agreement and Administration and Accounting Service
Agreement with PFPC Inc. which have been filed as Exhibits 9(i) and
(ii) to this Registration Statement.

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) Not applicable.

(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment No. 9
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica and State of California
on the 2nd day of August, 1995.

DFA INVESTMENT DIMENSIONS GROUP INC.

By: David G. Booth*
---------------------------------
David G. Booth
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 9 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Director and
- -------------------------- Chairman-Chief August 2, 1995
David G. Booth Executive Officer

Rex A. Sinquefield* Director and
- -------------------------- Chairman-Chief August 2, 1995
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial
- -------------------------- Officer, Treasurer August 2, 1995
Michael T. Scardina and Vice President

George M. Constantinides* Director August 2, 1995
- --------------------------
George M. Constantinides

John P. Gould* Director August 2, 1995
- --------------------------
John P. Gould

Roger G. Ibbotson* Director August 2,1995
- --------------------------
Roger G. Ibbotson

Merton H. Miller* Director August 2,1995
- --------------------------
Merton H. Miller

Myron S. Scholes* Director August 2, 1995
- --------------------------
Myron S. Scholes

*By: Irene R. Diamant
-----------------
Irene R. Diamant
Attorney-in-Fact
(Pursuant to Power of Attorney previously filed on October 3, 1994, with the SEC
as Exhibit 17 to Post-Effective Amendment No. 31 to the Registration Statement
of DFA Investment Dimensions Group Inc. (File No. 2-73948)).

C-8

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica and State of California on the 2nd day
of August, 1995.

THE DFA INVESTMENT TRUST COMPANY

By: David G. Booth*
---------------------------------
David G. Booth
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Trustee and
- -------------------------- Chairman-Chief August 2, 1995
David G. Booth Executive Officer

Rex A. Sinquefield* Trustee and
- -------------------------- Chairman-Chief August 2, 1995
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial
- -------------------------- Officer, Treasurer August 2, 1995
Michael T. Scardina and Vice President

George M. Constantinides* Trustee August 2, 1995
- --------------------------
George M. Constantinides

John P. Gould* Trustee August 2, 1995
- --------------------------
John P. Gould

Roger G. Ibbotson* Trustee August 2, 1995
- --------------------------
Roger G. Ibbotson

Merton H. Miller* Trustee August 2, 1995
- --------------------------
Merton H. Miller

Myron S. Scholes* Trustee August 2, 1995
- --------------------------
Myron S. Scholes

*By: Irene R. Diamant
-----------------
Irene R. Diamant
Attorney-in-Fact

(Pursuant to Power of Attorney filed on August 2, 1994 with the SEC as Exhibit
17(ii) to the Registration Statement of Dimensional Investment Group Inc. (File
No. 33-33980).)

C-9
<PAGE>

EXHIBIT INDEX

Exhibit No. Exhibit
- ----------- -------

24(b)(16) Schedules for Computation of Performance
Quotations

<PAGE>

Exhibit No. 99(b)(16)

SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS

DFA INTERNATIONAL VALUE PORTFOLIO III

STANDARDIZED COMPUTATION OF TOTAL RETURN

TOTAL RETURN: P (1 + T)(n) = ERV

Date of Initial Investment through May 31, 1995

P = $1,000

T = 25.09%

n = .323 year

ERV = $1,075.00

U.S. LARGE CAP VALUE PORTFOLIO III

TOTAL RETURN: P (1 + T)(n) = ERV

Date of Initial Investment through May 31, 1995

P = $1,000

T = 58.33%

n = .323 year

ERV = $1,160.00

DFA ONE-YEAR FIXED INCOME PORTFOLIO II

TOTAL RETURN: P (1 + T)(n) = ERV

Date of Initial Investment through May 31, 1995

P = $1,000

T = 8.34%

n = .307 year

ERV = $1,024.90

<PAGE>
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<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
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<NAME> DFA ONE-YEAR FIXED INCOME PORTFOLIO II

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<PAGE>
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<PAGE>
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