DIMENSIONAL INVESTMENT GROUP INC/
485BPOS, 1996-03-28
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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. 13 File No. 33-33980             X  
                                                                -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   X  
                                                                -----

    Amendment No. 14 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, LLP, 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):

   / /   Immediately upon filing pursuant to paragraph (b)
   /X/   On March 29, 1996 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.  The Registrant filed a Rule 24f-2 Notice for Registrant's
most recent fiscal year, ended November 30, 1995, on January 29, 1996.

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; Investment
                                                      Objective and Policies;
                                                      Securities Loans; Risk
                                                      Factors; General
                                                      Information

    Item 5.   Management of the Fund . . . . . .      Highlights; Management of
                                                      the Portfolios 

    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


                                         -2-

<PAGE>

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

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

    Item 18.  Capital Stock and Other Securities      Other Information

    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


                                         -3-

<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


                                         -4-
<PAGE>





                                      PROSPECTUS
   
                                    MARCH 29, 1996
    
                          U.S. LARGE CAP VALUE PORTFOLIO II

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

   
         This prospectus describes U.S. LARGE CAP VALUE 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 eleven 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 LONG-TERM
CAPITAL APPRECIATION.  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 U.S. LARGE CAP VALUE 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 "SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE."
    
   
         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 March 29, 1996, 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.

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

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  . . . . . . . . . . . . . . . . . . . . .  3

SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE  . . . . . . . . . . .  4

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

      Portfolio Characteristics and Policies . . . . . . . . . . . . . . .  5

      Portfolio Structure. . . . . . . . . . . . . . . . . . . . . . . . .  5

      Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . .  6

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

      Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

      Portfolio Strategies . . . . . . . . . . . . . . . . . . . . . . . .  7

      Repurchase Agreements. . . . . . . . . . . . . . . . . . . . . . . .  7

      Futures Contracts and Options on Futures . . . . . . . . . . . . . .  7

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . .  7

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

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

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

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

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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

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

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    


                                         (i)

<PAGE>

                                       HIGHLIGHTS


                                                                            PAGE
   
INVESTMENT OBJECTIVE                                                           5
    
   
      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 "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 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").  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                                                                   6
   
      The Portfolio (indirectly through its investment in the Series) may
invest in securities index futures contracts and options thereon.  Similarly,
the Portfolio is also authorized to invest in repurchase agreements.  Those
policies and the policy of the Portfolio to invest in the shares of the Series
involve certain risks.  (See "RISK FACTORS.")
    
                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         7
   
      Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Series.  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 in
November and December of each year and any realized net capital gains annually
after the end of its fiscal year in November.  (See "DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAXES.")
    
                                                                            PAGE
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  10
    
   
      The shares of the Portfolio 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 the Portfolio's shares will fluctuate in relation to the
investment experience of the Series.  The redemption price of a share of the
Portfolio is equal to its net asset value.  (See "PURCHASE OF SHARES,"
"VALUATION OF SHARES" and "REDEMPTION OF SHARES.")
    


                                          1

<PAGE>

 SHAREHOLDER TRANSACTION EXPENSES

   
              None*
    
   
         The expenses in the expense table below are based on those incurred by
the Portfolio and the Series for the fiscal year ended November 30, 1995.
    
   
ANNUAL FUND OPERATING EXPENSES**
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
    

   
              Management Fee                                    0.10%
              Administration Fee (after voluntary fee waiver)   0.00%
              Other Expenses (after reimbursement)              0.86%
              Total Operating Expenses                          0.96%
    
   
*     Shares of the Portfolio 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.  "Other Expenses" include a fee paid to the
      Shareholder Services Agent of each employer plan or institution of
      .25% of the aggregate 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

         You would pay the following transaction and annual operating expenses
on a $1,000 investment in the 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
                 ------         -------       -------        --------
                  $10             $31           $53            $118
   
         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.")  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 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.
    


                                          2


<PAGE>

   
         Effective July 1, 1994, the Advisor agreed to waive its fee under the
Administration Agreement with respect to the Portfolio, and to the extent that
such waiver is insufficient, to reimburse the Portfolio, to the extent necessary
to keep the cumulative annual expenses of the Portfolio to not more than .96% of
the average net assets of the Portfolio on an annualized basis.  Absent the
Advisor's waiver of the administration fees and reimbursement, the ratio of
expenses to average net assets for the Portfolio for the fiscal year ending
November 30, 1995 would have been 2.35%.  The Advisor retains the right in its
sole discretion to modify or eliminate the waiver of a portion of its fees and
the reimbursement of the Portfolio in the future.  If the Advisor modifies or
eliminates the fee waiver or reimbursement, such change will be set forth in the
prospectus.
    

                           CONDENSED FINANCIAL INFORMATION
   
         The following financial highlights are part of the financial
statements of the Portfolio.  The information for each of the past fiscal years
has been audited by independent auditors.  The financial statements, related
notes and the report of the independent auditors covering such financial
information and financial highlights for the Fund's most recent fiscal year
ended November 30, 1995, are incorporated by reference into the Statement of
Additional Information.  Further information about the Portfolio's performance
is contained in the Fund's Annual Report to shareholders for the year ended
November 30, 1995.  A copy of the Annual Report (including the report of the
independent auditors) may be obtained from the Fund upon request at no charge.
    
   
                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
<TABLE>
<CAPTION>
                                                                     Year              August 3
                                                                    Ended                 to
                                                                    Nov. 30,            Nov. 30,
                                                                     1995                1994
                                                                 --------------      --------------
<S>                                                              <C>                 <C>
Net Asset Value, Beginning of Period . . . . . . . . . . .         $  9.48             $ 10.00
                                                                   -------             -------
Income from Investment Operations
  Net Investment Income. . . . . . . . . . . . . . . . . .            0.17                0.11
  Net Gains (Losses) on Securities (Realized and Unrealized)          3.40               (0.52)
                                                                   -------             -------
    Total from Investment Operations . . . . . . . . . . .            3.57               (0.41)
                                                                   -------             -------
Less Distributions . . . . . . . . . . . . . . . . . . . .
  Net Investment Income. . . . . . . . . . . . . . . . . .           (0.17)              (0.11)
  Net Realized Gains . . . . . . . . . . . . . . . . . . .           (0.16)                 -
                                                                   -------             -------
    Total Distributions. . . . . . . . . . . . . . . . . .           (0.33)              (0.11)
                                                                   -------             -------
Net Asset Value, End of Period . . . . . . . . . . . . . .         $ 12.72             $  9.48
                                                                   -------             -------
                                                                   -------             -------
Total Return . . . . . . . . . . . . . . . . . . . . . . .           37.76%              (4.14)%#
                                                                   -------             -------
                                                                   -------             -------
Net Assets, End of Period (thousands). . . . . . . . . . .         $ 7,110             $ 1,285
Ratio of Expenses to Average Net Assets (1). . . . . . . .            0.96%(a)            0.96%*(a)
Ratio of Net Investment Income to Average Net Assets . . .            2.37%(a)            5.39%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . .             N/A                 N/A
</TABLE>
    

   
- ----------------
(*)Annualized
    


                                          3

<PAGE>

   
#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 to average net assets for the periods ended November 30, 1995 and
    1994 would have been 2.35% and 8.45%, respectively and the ratios of net
    investment income to average net assets for the periods ended November 30,
    1995 and 1994 would have been 0.98% and (2.10)%, respectively.

N/A Refer to the respective Master Fund Series.
    


                                          4

<PAGE>

                 SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE

   
         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.

   
         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.  Moreover a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    

         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.


                                          5

<PAGE>

                           INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

         The investment objective of the Portfolio is to achieve long-term
capital appreciation.  The Portfolio pursues its objective by investing all of
its assets in the Series, which has the same investment objective and policies
as the Portfolio.  The Series seeks to achieve its objective by investing in the
common stocks of large U.S. companies with shares that have a high book value in
relation to their market value (a "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 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 Series' total assets at the
time of purchase.

PORTFOLIO STRUCTURE

   
         The Series will operate as a "diversified" investment company.
Further, the 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 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 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 Series may invest in index futures contracts and options on
futures contracts provided that, in accordance with current regulations, not
more than 5% of the Series' total assets are then invested as initial margin
deposits on such contracts or options.  The Series will purchase securities that
are listed on the principal U.S. national securities exchanges and traded over-
the-counter.
    

         The 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 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 Series intends to purchase round lots only.  Furthermore, in order
to retain sufficient liquidity, the relative amount of any security held by the
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 Series' assets may be invested in
interest-bearing obligations, as described above, thereby causing further
deviation from market capitalization weighting.  The 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 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 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 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
Series' holdings decrease in value sufficiently to be excluded from


                                          6

<PAGE>

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 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 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 Series.

         The 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
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.

PORTFOLIO TRANSACTIONS

         The 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 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 Series.  However, securities may be sold at any time when, in
the Advisor's judgment, circumstances warrant their sale.

         In addition, the 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 Series is authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income.  While the Series may earn additional income from lending
securities, such activity is incidental to the Series' investment objective.
The value of securities loaned may not exceed 331/3% 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 and 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.  The
Portfolio is also authorized to lend its portfolio securities, but as long as it
holds only shares of the Series, it will not do so.
    

                                    RISK FACTORS
   
BORROWING
    
         The Series 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, the 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


                                          7

<PAGE>

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.

   
PORTFOLIO STRATEGIES
    

         The method employed by the Advisor to manage the 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.

   
REPURCHASE AGREEMENTS
    
         In addition, the Series may invest in repurchase agreements.  A
repurchase agreement is a short-term investment in which the Series acquires
ownership of debt securities from a bank which is a member of the Federal
Reserve System, or from a well-established securities dealer (the "seller") and
the seller agrees to repurchase those securities at a future time and set price,
thereby determining the yield during the Series' holding period.  If the seller
becomes insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Series and,
therefore, subject to sale by the trustee in bankruptcy.  Management believes
that the risks associated with repurchase agreements can be controlled through
stringent security selection criteria and careful monitoring procedures.

   
FUTURES CONTRACTS AND OPTIONS ON FUTURES
    
   
         The Series also may invest in index futures contracts and options on
index futures, provided that, in accordance with current regulations, not more
than 5% of the Series' total assets are then invested as initial margin deposits
on such contracts or options.  In addition, to the extent that the Series
invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.  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.
Gains or losses on investments in options and futures depend on the direction of
securities prices, interest rates and other economic factors, and the loss from
investing in futures contracts is potentially unlimited.  Certain restrictions
imposed by the Internal Revenue Code may limit the ability of a Series to invest
in futures contracts and options on futures contracts.
    

                             MANAGEMENT OF THE PORTFOLIO

         Dimensional Fund Advisors Inc. serves as investment advisor to the
Series and, as such, 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.

         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


                                          8

<PAGE>

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.

   
         For the fiscal year ended November 30, 1995, the Advisor received a
fee for its advisory services to the Series equal to 0.10% of the average net
assets of the Series, and the total expenses of the Portfolio were 0.96% of its
average net assets.  Absent the Advisor's waiver of its fee under the
Administration Agreement with respect to the Portfolio (see "Administrative
Services") and its reimbursement of portfolio expenses to the extent necessary
to keep the cumulative annual expenses of the Portfolio to not more than 0.96%
of the average net assets of the Portfolio on an annual basis, the ratio of
expenses to average net assets for the fiscal year ended November 30, 1995 would
have been 2.35%.
    

         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, for only the 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 Inc. ("PFPC"), the dividend disbursing agent 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 $14 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 63% 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 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 is 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 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 with information about the Portfolio and their investments as they
or the Fund may request; assisting the Fund to conduct meetings of Portfolio
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 Portfolio pays the Advisor a monthly fee equal to one-twelfth of
 .15% of the average net assets of the Portfolio.  Effective July 1, 1994, the
Advisor agreed to waive its fee under the Administration Agreement with respect
to the Portfolio, and to the extent that such waiver is insufficient, to
reimburse the Portfolio, to the extent necessary to keep the cumulative annual
expenses of the Portfolio to not more than .96% of the average net assets of the
Portfolio on an annualized basis.  The Advisor retains the right in its sole
discretion to modify or eliminate the waiver of a portion of its fees in the
future.
    

         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


                                          9

<PAGE>

or members invest in the Portfolio.  The services to be provided under the
shareholder service agreements may include any of the following:  shareholder
recordkeeping; sending statements to shareholders reflecting account activities
such as purchases, redemptions and dividend payments; responding to shareholder
inquiries regarding their accounts; tax reporting with respect to dividends,
distributions and redemptions; receiving, aggregating and processing shareholder
orders; and providing the Portfolio with information necessary to the
registration of the Portfolio's shares under the state securities laws.

                   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.  The
Portfolio's policy is to distribute substantially all net investment income in
November and December and any realized net capital gains annually after November
30, the close of the Fund's fiscal year.  The Series also intends to qualify as
a regulated investment company under the Code.
    

         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).

         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 taxes.

   
         Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income, whether received in cash or in additional
shares.  Dividends from net investment income will generally qualify in part for
the corporate dividends received deduction, but the portion of dividends so
qualified depends on the aggregate qualifying dividend income received by the
Series from domestic (U.S.) sources.
    

         For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.  Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio.

         Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.

         The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another Portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.

         In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.

   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.
    


                                          10

<PAGE>

         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.


                                          11

<PAGE>

                                   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
Code 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 values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  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 or, if there is no
such reported sale, such securities will be valued 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.

         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.

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

                                     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.


                                          12


<PAGE>

                                   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 the DFA International Value Portfolio II or the U.S. Small Cap Value
Portfolio II by completing the necessary documentation as required by the
Shareholder Services Agent designated in the employer's plan or by the
institution.

         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, the
exchange privilege may be terminated.  Exchanges will be accepted only if the
shares of the portfolio being acquired are registered in the investor's state of
residence.

         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.

   
         There is no fee imposed on an exchange.  However, the Fund reserves
the right to impose an administrative fee in order to cover the costs incurred
in processing an exchange.  Any such fee will be disclosed in the prospectus.
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or loss on the transaction.  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

         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 Fund was incorporated under Maryland law on March 19, 1990.  The
shares of the Portfolio, when issued and paid for in accordance with this
prospectus, will be fully paid and non-assessable shares, with equal, non-
cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemptions or any other feature.

         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.  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.


                                          13

<PAGE>

         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 January 31, 1996, the following person owns more than 25% of the
voting securities of the Portfolio:
    

              Charles Schwab & Co.-REIN*                100%
              101 Montgomery Street
              San Francisco, CA 94104

   
              *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.


                                          14

<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, NATIONAL ASSOCIATION
200 Stevens Drive, Airport Business Center
Lester, PA  19113
    

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

   
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
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>


                          U.S. LARGE CAP VALUE PORTFOLIO II


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1996
    
   
         This statement of additional information is not a prospectus but should
be read in conjunction with the prospectus of U.S. Large Cap Value Portfolio II
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
29, 1996, which can be obtained by writing or calling the Shareholder Services
Agent for your employer's plan.
    


                                  TABLE OF CONTENTS

   
                                                                          PAGE

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

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

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

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . . . .6

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . .6

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

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . .8

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

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

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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 caption "INVESTMENT OBJECTIVE AND POLICIES," and applies to
the U.S. Large Cap Value Series (the "Series") of The DFA Investment Trust
Company (the "Trust").
   
          Because the structure of the 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 (the "1940 Act") 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 the Series will include as much as 5% of the voting securities
of any issuer.
    

                                BROKERAGE TRANSACTIONS
   
          During the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid brokerage commissions of $134,312, $367,810 and $415,802,
respectively.  Portfolio transactions of the 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 the 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 the Series to its
brokers to ascertain that they are competitive with those charged by other
brokers for similar services.
    
   
          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.  The Investment Management Agreement of the Series permits the Advisor
knowingly to 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.  No commissions were paid to affiliates or
affiliates of affiliates during fiscal years 1994 and 1995.
    
          The over-the-counter market ("OTC") companies eligible for purchase by
the 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


                                          2

<PAGE>

charges a commission for each trade executed on its system.  On any given trade,
the 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.
   
          During fiscal year 1995, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $221,667 with respect to
securities transactions valued at $155,807,866.  The investment management
agreement permits the Advisor knowingly to 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 the Series.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Series.
    

          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 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 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 that the Portfolio may borrow, for temporary or
emergency purposes or to pay redemptions, amounts not exceeding 33% of its net
assets from banks and pledge not more than 33% of such 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;


                                          3

<PAGE>

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

          (14) purchase warrants, except that the Portfolio may acquire warrants
as a result of corporate actions involving its 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,
provided that the limitation applies only to 75% of the assets of the Portfolio.
   
          The investment limitations described in (1) and (15) above do not
prohibit the Portfolio from making margin deposits in connection with the
purchase or sale of financial futures contracts and options thereon to the
extent permitted under applicable regulations.
    
          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.

          The investment limitations described in (3), (4), (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.  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.

          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 Series' limitations on holdings of illiquid
securities.  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.


                                          4
<PAGE>

          While the Series has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.
   
          Unless otherwise indicated, all limitations applicable to the
Portfolio's and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of the Portfolio's or
Series' assets invested in certain securities or other instruments resulting
from market fluctuations or other changes in the Portfolio's or Series' total
assets will not require the Portfolio or Series to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
position without undue market or tax consequences.
    

                                  FUTURES CONTRACTS
   
          The Series 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.  The 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 the Series.  Variation margin payments are made to and from the futures
broker for as long as the contract remains open.  The Series expects to earn
income on its margin deposits.  The Series will not enter into futures contract
transactions if, immediately thereafter, its margin deposits on open contracts
exceed 5% of the market value of its total assets.  In addition, to the extent
that the Series invests in futures contracts and options thereon for other than
bona fide hedging purposes, the Series will not enter into such transaction if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that in the case of an
option that is in-the-money at the time of purchase the in-the-money amount may
be excluded in calculating the 5%.  Pursuant to published positions of the SEC,
the Series may be required to maintain segregated accounts consisting of liquid
assets such as cash, U.S. government securities, or other high grade debt
obligations (or, as permitted under applicable regulation, enter into offsetting
positions) in connection with its futures contract transactions in order to
cover its obligations with respect to such contracts.
    
          Positions in futures contracts may be closed out only on an exchange
which provides a secondary market.  However, there can be no assurance that a
liquid secondary market will exist for any particular futures contract at any
specific time.  Therefore, it might not be possible to close a futures position
and, in the event of adverse price movements, the Series would continue to be
required to continue to make variation margin deposits.  In such circumstances,
if the 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.


                                          5

<PAGE>
                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

          Except for transactions the 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 the 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 the 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, the 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 for less than three months as of the end of the
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 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.

          For its services as investment advisor to the Series, the Advisor is
paid a monthly fee calculated as a percentage of average net assets of the
Series.


                                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, 49, 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


                                          6

<PAGE>

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, 48, Director, Chicago, IL.  Leo Melamed
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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    

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

   
          Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long
Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    

   
          Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, 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., DFA
Australia Pty Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
   
          Arthur Barlow, 40, Vice President, Santa Monica, CA.
    


                                          7

<PAGE>

   
          Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    

   
          Maureen Connors, 59, Vice President, Santa Monica, CA.
    

   
          Robert Deere, 38, Vice President, Santa Monica, CA.
    

   
          Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    

   
          Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    

   
          David Plecha, 34, Vice President, Santa Monica, CA.
    

   
          George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    

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

   
          Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    

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

   
          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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    

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

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


                                          8

<PAGE>

                               ADMINISTRATIVE SERVICES

         PFPC Inc. ("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 offering price of the shares, preparation
of reports, liaison with its custodian, and transfer and dividend disbursing
agency services.  For its services, the Portfolio pays PFPC a monthly fee of
$1,000.


                                          9

<PAGE>

                                  OTHER INFORMATION
   
         For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid advisory fees of $45,000, $143,000 and $306,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    

   
         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.
    

   
         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 1940 Act or other applicable law.  The Fund's bylaws 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, National Association serves as the custodian for the
Portfolio.  The custodian maintains a separate account or accounts for the
Portfolio and Series; receives, holds and releases portfolio securities on
account of the Portfolios and Series; makes receipts and disbursements of money
on behalf of the Portfolios and 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 on an annual basis.
    

                           PRINCIPAL HOLDERS OF SECURITIES
   
         As of January 31, 1996, the following stockholders own beneficially at
least 5% of the outstanding stock of the Portfolio, as set forth below.

         Charles Schwab & Co.-REIN*                 100%
         101 Montgomery Street
         San Francisco, CA 94104
    
   
         *Owner of record only
    


                                          10

<PAGE>

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

         The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of 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."

         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 "Commission"), (2) during any period when an emergency exists as defined by
the rules of the Commission 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
Commission may permit.

         If the Board of Directors of the Fund and the Board of Trustees of the
Trust determine that it would be detrimental to the best interests of the
remaining shareholders of the Portfolio and the shareholders of the Series,
respectively, to make payment wholly or partly in cash, the Portfolio may pay
the redemption price in whole or in part by a distribution of portfolio
securities that the Portfolio receives from the Series to satisfy the
Portfolio's redemption request in lieu of cash.  The redemptions by both the
Series and 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.

                           CALCULATION OF PERFORMANCE DATA

   
         Following are quotations of the annualized percentage total returns
for the one-, five-, and ten-year periods ended November 30, 1995 (as
applicable) using the standardized method of calculation required by the
Securities and Exchange Commission ("SEC"):
    

   
<TABLE>
<CAPTION>
One Year                     Five Years               Ten Years
- --------                     ---------                ---------
<S>                          <C>                      <C>
37.76                        16 MONTHS                    n/a
23.19
</TABLE>
    


                                          11
<PAGE>

         As the following formula indicates, the Portfolio and Series each
determines its average annual total return by finding the average annual
compounded rates of 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:

        n
P(1 + T)  = ERV

where:

         P  = a hypothetical initial payment of $1,000

         T  = average annual total 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 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 audited financial statements and financial highlights of the
Portfolio for the year ended November 30, 1995, as set forth in the Fund's
annual report to stockholders, and the report thereon of Coopers & Lybrand
L.L.P., independent accountants, also appearing therein, are incorporated herein
by reference.
    

   
         The audited financial statements of the Series of the Trust for the
fiscal year ended November 30, 1995, as set forth in the Trust's annual report
to shareholders, are incorporated herein by reference.
    

   
         A shareholder may obtain a copy of the reports 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.
    


                                          12


<PAGE>


                                      PROSPECTUS
   
                                    MARCH 29, 1996
    

                       DFA ONE-YEAR FIXED INCOME PORTFOLIO II

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

   
         This prospectus describes 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 eleven 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 March 29, 1996, 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.

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

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
   
<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

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

THE PORTFOLIO  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .6

      Description of Investments . . . . . . . . . . . . . . . . . . . . . .6

      Investments in the Banking Industry. . . . . . . . . . . . . . . . . .7

      Portfolio Strategy . . . . . . . . . . . . . . . . . . . . . . . . . .7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

      Foreign Securities . . . . . . . . . . . . . . . . . . . . . . . . . .8

      Banking Industry Concentrations. . . . . . . . . . . . . . . . . . . .8

      Repurchase agreements. . . . . . . . . . . . . . . . . . . . . . . . .8

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

      Administrative Services. . . . . . . . . . . . . . . . . . . . . . . .9

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . 10

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
    

<PAGE>

                                      HIGHLIGHTS

                                                                            PAGE
   
INVESTMENT OBJECTIVE                                                          6
    

   
         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                                                                   8
    

   
         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                                                              10
    

   
         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 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.")
    


                                         1


<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

   
             None *
    
   
         The expenses in the following table are estimates based on expenses
expected to be incurred by the Portfolio for the year ending November 30, 1996.

Annual fund operating expenses**
(As a percentage of average net assets)
    
   
                Management Fee                                          0.05%
                Administration Fee  (after voluntary fee waivers)       0.00%
                Other Expenses  (after reimbursement)                   0.70%
                Total Operating Expenses                                0.75%
    
   
       * Shares of the Portfolio 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.  "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.")
    

   
         Effective December 1, 1995, the Advisor agreed to waive its fee under
the Administration Agreement with respect to the Portfolio, and to the extent
that such waiver is insufficient, to reimburse the Portfolio, to the extent
necessary to keep the cumulative annual expenses of the Portfolio to not more
than .75% of the average net assets of the Portfolio on an annualized basis.
Prior to that, the Advisor waived its fee under the Administration Agreement and
reimbursed the Portfolio to the extent necessary to satisfy the most restrictive
expense limitation imposed by any state in which the Portfolio's shares are
offered for sale.  Absent the Advisor's waiver of the administration fees and
reimbursement, the ratio of expenses to average net assets for the Portfolio for
the fiscal year ending November 30, 1995 would have been 17.81%.  The Advisor
retains the right in its sole discretion to modify or eliminate the waiver of a
portion of its fees and the reimbursement of the Portfolio in the future.  If
the Advisor modifies or eliminates the fee waiver or reimbursement, such change
will be set forth in the prospectus.
    

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
             ------       -------       -------       --------
   
               $8           $24           n/a           n/a
    

         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


                                         2

<PAGE>

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 above example is based on estimated expenses for the 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 audited financial
statements for the period from February 9, 1995 (date of initial investment of
the Portfolio) through November 30, 1995.  The financial statements, related
notes and the report of the independent auditors covering such financial
information and financial highlights for the Portfolio's most recent fiscal
period ended November 30, 1995, are incorporated by reference into the
Portfolio's Statement of Additional Information.  Further information about the
Portfolio's performance is contained in the Fund's Annual Report to shareholders
for the year ended November 30, 1995.  A copy of the Annual Report (including
the report of the independent auditors) may be obtained from the Fund upon
request at no charge.
    


                                          3

<PAGE>

   
                                 FINANCIAL HIGHLIGHTS
                           FOR THE PERIOD FEBRUARY 9, 1995
                             (COMMENCEMENT OF OPERATIONS)
                                 TO NOVEMBER 30, 1995
    

                   (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

   
<TABLE>
<CAPTION>
<S>                                                                   <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . .      $   10.00
                                                                      ---------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income. . . . . . . . . . . . . . . . . . . . .           0.24
  Net Gains (Losses) on Securities (Realized and Unrealized) . .           0.16
                                                                      ---------
    Total from Investment Operations                                       0.40
                                                                      ---------
LESS DISTRIBUTIONS
  Net Investment Income. . . . . . . . . . . . . . . . . . . . .          (0.24)
                                                                      ---------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . .      $   10.16
                                                                      ---------
                                                                      ---------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . .           4.09%#
Net Assets, End of Period. . . . . . . . . . . . . . . . . . . .      $ 568,953
Ratio of Expenses to Average Net Assets (1). . . . . . . . . . .           2.50%*(a)(b)
Ratio of Net Investment Income to Average Net Assets . . . . . .           2.80%*(a)(b)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . .                N/A
</TABLE>
    

   
- ----------------
(Adjusted to reflect a 900% stock dividend as of January 2, 1996)
    
*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
    17.81% and (12.60)%, respectively.
    
(b) Because of commencement of operation and related preliminary transaction
    costs, these rates are not necessarily indicative of future ratios.
N/A Refer to the respective Master Fund Series. 


                                         4

<PAGE>

                                    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.

   
         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.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    

         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.


                                          5


<PAGE>

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

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

         5.       COMMERCIAL PAPER - Rated, at the time of purchase, 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 is approved by the Investment Committee of the
Advisor.  The
    


                                          6

<PAGE>

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.
    

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.
    

                                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

                                          7

<PAGE>

   
securities, such activity is incidental to the investment objective of the 
Series.  The value of securities loaned may not exceed 331/3% 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 and 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
   
FOREIGN SECURITIES
    

         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.

   
BANKING INDUSTRY CONCENTRATIONS
    

         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.

   
REPURCHASE AGREEMENTS
    

         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.

   
         For the period February 9, 1995 through November 30, 1995, the Advisor
received a fee for its advisory services to the Series equal to .05% of the
average net assets of the Series, and the total expenses of the Portfolio were
2.50% of its average net assets.  Effective December 1, 1995, the Advisor agreed
to waive its fee under the Administration Agreement with respect to the
Portfolio, and to the extent that such waiver is insufficient,


                                          8

<PAGE>

to reimburse the Portfolio, to the extent necessary to keep the cumulative 
annual expenses of the Portfolio to not more than .75% of the average net 
assets of the Portfolio on an annualized basis.  Prior to that, the Advisor 
waived its fee under the Administration Agreement and reimbursed the 
Portfolio to the extent necessary to satisfy the most restrictive expense 
limitation imposed by any state in which the Portfolio's shares are offered 
for sale.  Absent the Advisor's waiver of the administration fees and 
reimbursement, the ratio of expenses to average net assets for the Portfolio 
for the fiscal year ending November 30, 1995 would have been 17.81%.  The 
Advisor retains the right in its sole discretion to modify or eliminate the 
waiver of a portion of its fees and the reimbursement of the Portfolio in the 
future.  If the Advisor modifies or eliminates the fee waiver or 
reimbursement, such change will be set forth in the prospectus.
    

         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 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 $14 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 63% 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 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 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.


                                          9

<PAGE>

         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.  The Series
also intends to qualify each year as a regulated investment company under the
Code.
    

   
         [**1] 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).
    

         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.

   
         Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income.  Shareholders are notified annually by the
Fund as to the federal tax status of dividends and distributions paid by the
Portfolio.
    

   
         Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.
    

   
         The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
    

   
         In addition to federal taxes, shareholders may be subject to state or
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
    

   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
    


                                          10

<PAGE>

   
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.
    

   
         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.
    

                                  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
Code 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.


                                          11

<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 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, the
exchange privilege may be terminated.  Exchanges will be accepted only if the
shares of the portfolio being acquired are registered in the investor's state of
residence.

         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.

   
         There is no fee imposed on an exchange.  However, the Fund reserves
the right to impose an administrative fee in order to cover the costs incurred
in processing an exchange.  Any such fee will be disclosed in the prospectus.
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or loss on the transaction.  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

         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.  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

                                          12


<PAGE>

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 January 31, 1996, the following persons owned more than 25% of
the voting securities of the Portfolio:
    

   
                  Sisters of Charity                                     53.68%
                  Northern Trust as Trustee(*)
                  Attn: Mutual Funds
                  P.O. Box 92956
                  Chicago, IL 60675

                  Hewitt IRA Portfolio                                   41.04%
                  Wachovia Bank of North Carolina as Custodian(*)
                  Attn: Mutual Funds
                  301 N. Main Street
                  Winston Salem, NC 27150
    

                  *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. 


                                          13


<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, National Association
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, LLP
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


                                          14
<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

   
                                    MARCH 29, 1996
    

   
          This statement of additional information is not a prospectus but
should be read in conjunction with the prospectus of DFA One-Year Fixed Income
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the
"Fund"), dated March 29, 1996, 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. . . . . . . . . . . . . . . . . . . . . . . . 4

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 4

OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PRINCIPAL HOLDERS OF SECURITIES  . . . . . . . . . . . . . . . . . . . . . 8

CALCULATION OF PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    
 
<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 makers in such securities.  The
Investment Committee of the Advisor selects dealers on the basis of their size,
market making and credit analysis ability.  When executing portfolio
transactions, the Advisor seeks to obtain the most favorable price 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.  Commissions 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;


                                          2

<PAGE>

              (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 "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.
    
         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.


                                          3

<PAGE>

   
         Unless otherwise indicated, all limitations applicable to the
Portfolio's and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in a rating assigned by any rating service to
a security or change in the percentage of the Portfolio's or Series' assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in the Portfolio's or Series' total assets will
not require the Portfolio or Series to dispose of an investment until the
Advisor determines that is practicable to sell or closeout the investment
without undue market or tax consequences.  In the event that ratings services
assign different ratings to the same security, the Advisor will determine which
rating it believes best reflects the security's quality and risk at that time,
which may be the higher of the several assigned ratings.
    

                             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, 49, 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.
    

   
         George M. Constantinides, 48, Director, Chicago, IL.  Leo Melamed
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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    

   
         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 and President, Ibbotson
Associates, Inc. (software, data, publishing and consulting).
    


                                          4

<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. Public Director,
Chicago Mercantile Exchange.
    

   
         Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long
Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    
   
         Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, 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., DFA
Australia Pty Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
    
   
         Arthur Barlow, 40, Vice President, Santa Monica, CA.
    
   
         Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
         Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
         Robert Deere, 38, Vice President, Santa Monica, CA.
    
         Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
   
         Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    
   
         David Plecha, 34, Vice President, Santa Monica, CA.
    
   
         George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
         Cem Severoglu, 32, Vice President, Santa Monica, CA.


                                          5

<PAGE>

   
         Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    

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

   
         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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    

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

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

                                  OTHER INFORMATION
   
         For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal year ended November 30, 1995, the Series paid
advisory fees of $310,000.  The Series has more than one investor; this dollar
amount represents the total dollar amount of advisory fees paid by the Series to
the Advisor.
    
         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 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


                                          6

<PAGE>

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, National Association 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 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 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."
    

         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 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.


                                          7
<PAGE>

                           PRINCIPAL HOLDERS OF SECURITIES
   
         As of January 31, 1996, the following stockholders owned 5% or more of
the outstanding stock of the Portfolio, as set forth below:
    

   
         Sisters of Charity                                              53.68%
         Northern Trust as Trustee*
         Attn: Mutual Funds
         P.O. Box 92956
         Chicago, IL 60675
    

   
         Hewitt IRA Portfolio                                            41.04%
         Wachovia Bank of North Carolina as Custodian*
         Attn: Mutual Funds
         301 N. Main Street
         Winston Salem, NC 27150
    
         ----------------------
         *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 November 30,
1995, using the standardized method of calculation required by the SEC is 4.95%.
    

         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:


                                          8

<PAGE>

        n
P(1 + T)  = 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 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 audited financial statements and financial highlights of the
Portfolio for the period from February 9, 1995 (date of initial investment)
through November 30, 1995, as set forth in the Fund's annual report to
stockholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.
    

   
         The audited financial statements of the Series of the Trust for the
fiscal year ended November 30, 1995, as set forth in the Trust's annual report
to shareholders, are incorporated herein by reference.
    

   
         A shareholder may obtain a copy of the reports 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.
    


                                          9
<PAGE>


                                      PROSPECTUS
   
                                    MARCH 29, 1996
    
                          U.S. SMALL CAP VALUE PORTFOLIO II

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

   
         This prospectus describes U.S. SMALL CAP VALUE 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 eleven 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 LONG-TERM
CAPITAL APPRECIATION.  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 U.S. SMALL CAP VALUE 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 "SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE."
    

   
         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 March 29, 1996, 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.

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

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. . . . . . . . . . . . . . . . . . . . . . . 3

SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE. . . . . . . . . . . .   4

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

     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . .   5

     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . 5

     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 6

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

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

     Small Company Securities. . . . . . . . . . . . . . . . . . . . . . . . 7

     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Futures Contracts and Options on Futures. . . . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
    

<PAGE>

                                      HIGHLIGHTS


                                                                           PAGE
   
INVESTMENT OBJECTIVE                                                          5
    

   
     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio will invest all of its assets in the DFA U.S. Small
Cap Value Series of the Trust (the "Series"), which in turn will invest in the
stocks of small U.S. companies that have a high book value in relation to their
market value.  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 Portfolio (indirectly through its investment in the Series) may invest
in securities index futures contracts and options thereon.  The Portfolio is
also authorized to invest in repurchase agreements.  These policies and the
policy of the Portfolio to invest in the shares of the Series involve certain
risks.  (See "RISK FACTORS.")
    

                                                                           PAGE
   
MANAGEMENT AND ADMINISTRATIVE SERVICES                                        8
    

   
     Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Series.  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 in
November and December and any realized net capital gains annually after the end
of its fiscal year in November.  (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES.")
    

                                                                           PAGE
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                 10
    

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


                                          1

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

   
              None*
    

   
         The expenses in the table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1995.
    

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

   
<TABLE>
              <S>                                                 <C>
              Management Fee                                      0.20%
              Administration Fee (after voluntary fee waiver)     0.00%
              Other Expenses (after reimbursement)                0.76%
              Total Operating Expenses                            0.96%
</TABLE>
    

   
    *Shares of the Portfolio 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.  "Other Expenses" include a fee paid to the Shareholder Services
     Agent of each employer plan or institution of .25% of the aggregate 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

    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
                        ------      -------     -------     --------
                          $10          $31         $53         $118
    

   
         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.")  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 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.
    


                                          2

<PAGE>

   
         THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
    

   
         Effective July 1, 1994, the Advisor agreed to waive its fee under the
Administration Agreement with respect to the Portfolio, and to the extent that
such waiver is insufficient, to reimburse the Portfolio, to the extent necessary
to keep the cumulative annual expenses of the Portfolio to not more than .96% of
the average net assets of the Portfolio on an annualized basis.  Absent the
Advisor's waiver of the administration fees and reimbursement, the ratio of
expenses to average net assets for the Portfolio for the fiscal year ending
November 30, 1995 would have been 1.50%.  The Advisor retains the right in its
sole discretion to modify or eliminate the waiver of a portion of its fees and
the reimbursement of the Portfolio in the future.  If the Advisor modifies or
eliminates the fee waiver or reimbursement, such change will be set forth in the
prospectus.
    

                           CONDENSED FINANCIAL INFORMATION

   
         The following financial highlights are part of the financial
statements of the Portfolio.  The information for each of the past fiscal years
has been audited by independent auditors.  The financial statements, related
notes and the report of the independent auditors covering such financial
information and financial highlights for the Fund's most recent fiscal year
ended November 30, 1995, are incorporated by reference into the Statement of
Additional Information.  Further information about the Portfolio's performance
is contained in the Fund's Annual Report to shareholders for the year ended
November 30, 1995.  A copy of the Annual Report (including the report of the
independent auditors) may be obtained from the Fund upon request at no charge.
    

   
                                 FINANCIAL HIGHLIGHTS

                   (For a share outstanding throughout each period)
    

   
<TABLE>
<CAPTION>
                                                                                     Year               August 3
                                                                                    Ended                  To
                                                                                   Nov. 30,              Nov. 30,
                                                                                     1995                  1994
                                                                                   --------              --------
<S>                                                                                <C>                   <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . .       $   9.65               $ 10.00
                                                                                   --------               -------
Income from Investment Operations
  Net Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . .           0.06                  0.11
  Net Gains (Losses) on Securities (Realized and Unrealized) . . . . . . . .           2.63                 (0.35)
                                                                                   --------               -------
    Total from Investment Operations . . . . . . . . . . . . . . . . . . . .           2.69                 (0.24)
                                                                                   --------               -------
Less Distributions
  Net Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . .          (0.06)                (0.11)
  Net Realized Gains . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (0.15)                   --
                                                                                   --------               -------
    Total Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . .          (0.21)                (0.11)
                                                                                   --------               -------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . .       $  12.13               $  9.65
                                                                                   --------               -------
                                                                                   --------               -------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          27.90%                (2.39)%#
Net Assets, End of Period (thousands). . . . . . . . . . . . . . . . . . . .       $ 14,290               $ 6,055
Ratio of Expenses to Average Net Assets (1). . . . . . . . . . . . . . . . .           0.96%(a)              0.96%*(a)
Ratio of Net Investment Income to Average Net Assets . . . . . . . . . . . .           0.68%(a)              4.78%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . . . . . . .            N/A                   N/A
</TABLE>
    

   
*Annualized
#Non-Annualized
    

                                          3

<PAGE>

   
(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 to average net assets for the periods ended November 30,
         1995 and 1994 would have been 1.50% and 2.33%, respectively and the
         ratios of net investment income to average net assets for the periods
         ended November 30, 1995 and 1994 would have been 0.14% and 3.41%, 
         respectively.
N/A Refer to the respective Master Fund Series.
    


                                          4

<PAGE>

                 SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE

   
         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.

   
         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.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    
         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.


                                          5

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

         The investment objective of the Portfolio is to achieve long-term
capital appreciation.  The Portfolio pursues its objective by investing all of
its assets in the Series, which has the same investment objective and policies
as the Portfolio.  The Series seeks to achieve its objective by investing in
common stocks of small 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 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 New York Stock Exchange ("NYSE"),
and, except as described below, will be considered eligible for investment.  A
company will be considered "small" if its market capitalization (i.e., the
market price of its common stock multiplied by the number of outstanding shares)
is less than the market capitalization of the NYSE-listed company with the
median market capitalization of all such listed companies.  In addition, the
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 Series' total assets at the time of purchase.

PORTFOLIO STRUCTURE

   
         The Series will operate as a "diversified" investment company.
Further, the 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 Series will be invested in a broad and diverse group of readily
marketable common stocks of small U.S. companies with high book to market
ratios, as described above.  The 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 Series may invest in index futures contracts and options on
futures contracts provided that, in accordance with current regulations, not
more than 5% of the Series' total assets are then invested as initial margin
deposits on such contracts or options.  The Series will purchase securities that
are listed on the principal U.S. national securities exchanges and traded
over-the-counter.
    
         The 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 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 Series intends to purchase round lots only.  Furthermore, in order
to retain sufficient liquidity, the relative amount of any security held by the
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 Series' assets may be invested in interest-bearing
obligations, such as money-market instruments, thereby causing further deviation
from market capitalization weighting.  The 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
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 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 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
small U.S. companies with high book to market ratios whose stock is eligible for
investment.  Only common stocks whose market capitalizations are not more than
the maximum on such list will be purchased by the Series.  Additional
investments will not be made in securities which have appreciated in value to
such an extent that they are not then considered by the Advisor to be small
companies.  This may result in further deviation from market capitalization
weighting and such deviation could be substantial if a significant amount of the
Series' holdings increase in value sufficiently to be excluded from


                                          6

<PAGE>

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 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 small 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 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 Series.

         The 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
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.

PORTFOLIO TRANSACTIONS

         The 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 Series may sell portfolio securities
when the issuer's market capitalization increases to a level that substantially
exceeds that of the issuer with the largest market capitalization which is then
eligible for investment by the Series.  In addition, the 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.  While the Series anticipates that it will generally
retain securities of issuers with relatively smaller market capitalizations for
longer periods, despite any decrease in the issuer's book to market ratio,
securities may be sold at any time when, in the Advisor's judgment,
circumstances warrant their sale.


                                   SECURITIES LOANS
   
         The Series is authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income.  While the Series may earn additional income from lending
securities, such activity is incidental to the Series' investment objective.
The value of securities loaned may not exceed 331/3% 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 and 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.  The
Portfolio is also authorized to lend its portfolio securities, but as long as it
holds only shares of the Series, it will not do so.
    


                                          7

<PAGE>

                                     RISK FACTORS

   
SMALL COMPANY SECURITIES
    

         Typically, securities of small companies are less liquid than
securities of large companies.  Recognizing this factor, the Series will
endeavor to effect securities transactions in a manner to avoid causing
significant price fluctuations in the market for these securities.

   
BORROWING
    

         The Series 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, the 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.

   
PORTFOLIO STRATEGIES
    

         The method employed by the Advisor to manage the 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.

   
REPURCHASE AGREEMENTS
    

         In addition, the Series may invest in repurchase agreements.  A
repurchase agreement is a short-term investment in which the Series acquires
ownership of debt securities from a bank which is a member of the Federal
Reserve System, or from a well-established securities dealer (the "seller"), and
the seller agrees to repurchase those securities at a future time and set price,
thereby determining the yield during the Series' holding period.  If the seller
becomes insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Series and,
therefore, subject to sale by the trustee in bankruptcy.  Management believes
that the risks associated with repurchase agreements can be controlled through
stringent security selection criteria and careful monitoring procedures.

   
FUTURES CONTRACTS AND OPTIONS ON FUTURES
    

   
         The Series also may invest in index futures contracts and options on
index futures, provided that, in accordance with current regulations, not more
than 5% of the Series' total assets are then invested as initial margin deposits
on such contracts or options.  In addition, to the extent that the Series
invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.  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.
Gains or losses on investments in options and futures depend on the direction of
securities prices, interest rates and other economic factors, and the loss from
investing in


                                          8

<PAGE>

futures contracts is potentially unlimited.  Certain restrictions imposed by the
Internal Revenue Code may limit the ability of a Series to invest in futures
contracts and options on futures contracts.
    

                             MANAGEMENT OF THE PORTFOLIO

         Dimensional Fund Advisors Inc. serves as investment advisor to the
Series and, as such, 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.

         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.
   
         For the fiscal year ended November 30, 1995, the Advisor received a
fee for its advisory services to the Series equal to 0.20% of the average net
assets of the Series, and the total expenses of the Portfolio were 0.96% of its
average net assets.  Absent the Advisor's waiver of its fee under the
Administration Agreement with respect to the Portfolio (see "Administrative
Services") and its reimbursement of portfolio expenses to the extent necessary
to keep the cumulative annual expenses of the Portfolio to not more than 0.96%
of the average net assets of the Portfolio on an annual basis, the ratio of
expenses to average net assets for the fiscal year ended November 30, 1995 would
have been 1.50%.
    
         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, for only the 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 Inc. ("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 $14 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 63% 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 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 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


                                          9

<PAGE>

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 .30% of the average net assets of the
Portfolio.  Effective July 1, 1994, the Advisor agreed to waive its fee under
the Administration Agreement with respect to the Portfolio, and to the extent
that such waiver is insufficient, to reimburse the Portfolio, to the extent
necessary to keep the cumulative annual expenses of the Portfolio to not more
than .96% of the average net assets of the Portfolio on an annualized basis.
The Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees in the future.
    
         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.


                   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.  The
Portfolio's policy is to distribute substantially all net investment income in
November and December and any realized net capital gains annually after November
30, the close of the Fund's fiscal year.  The Series also intends to qualify as
a regulated investment company under the Code.
    

         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).

         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.
   
         Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income, whether received in cash or in additional
shares.  Dividends from net investment income will generally qualify in part for
the corporate dividends received deduction, but the portion of dividends so
qualified depends on the aggregate qualifying dividend income received by the
Series from domestic (U.S.) sources.
    
              For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.  Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio.


                                          10

<PAGE>

         Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.

         The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another Portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.

         In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.
    

         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.


                                  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
Code 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 values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  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 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.
    
         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


                                          11

<PAGE>

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.

         Management believes that any dilutive effective of the cost of
investing the proceeds of the sale of the shares of the Portfolio will be
minimal and, therefore, the shares of the Portfolio are currently sold at net
asset value, without imposition of a reimbursement fee.  However, a
reimbursement fee may be charged prospectively, from time, to time based upon
the future experience of the Series which would be used to defray the costs of
investing in securities (such as brokerage commissions taxes and other
transaction costs).  Any such charge will be described in the prospectus.


                                          12

<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.


                                  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 the DFA International Value Portfolio II or the U.S. Large Cap Value
Portfolio II by completing the necessary documentation as required by the
Shareholder Services Agent designated in the employer's plan or by the
institution.

         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, the
exchange privilege may be terminated.  Exchanges will be accepted only if the
shares of the portfolio being acquired are registered in the investor's state of
residence.

         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.
   
         There is no fee imposed on an exchange.  However, the Fund reserves
the right to impose an administrative fee in order to cover the costs incurred
in processing an exchange.  Any such fee will be disclosed in the prospectus.
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or a loss on the transaction.  The Fund reserves
the right to revise or terminate the exchange privilege or limit the amount of
or reject any exchange, as deemed necessary, at any time.
    


                                 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 Fund was incorporated under Maryland law on March 19, 1990.  The
shares of the Portfolio, when issued and paid for in accordance with this
prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemptions or any other feature.

         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.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such


                                          13

<PAGE>

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 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 January 31, 1996, the following person owns more than 25% of the
voting securities of the Portfolio:
    

              Charles Schwab & Co.-REIN*                                   100%
              101 Montgomery Street
              San Francisco, CA 94104
   
              * 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.


                                          14

<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, NATIONAL ASSOCIATION
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, LLP
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>


                          U.S. SMALL CAP VALUE PORTFOLIO II


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1996
    

   
         This statement of additional information is not a prospectus but
should be read in conjunction with the prospectus of U.S. Small Cap Value
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the
"Fund"), dated March 29, 1996, which can be obtained by writing or calling the
Shareholder Services Agent for your employer's plan.
    


                                  TABLE OF CONTENTS

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

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

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

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS..................................6

MANAGEMENT OF THE PORTFOLIO.................................................6

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

ADMINISTRATIVE SERVICES.....................................................8

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

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

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

REDEMPTION OF SHARES.......................................................10

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 caption "INVESTMENT OBJECTIVE AND POLICIES," and applies to
the DFA U.S. Small Cap Value Series (the "Series") of The DFA Investment Trust
Company (the "Trust").
    
   
         Because the structure of the 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 (the "1940 Act") 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 the Series will include as much as 5% of the voting securities
of any issuer.
    
                                BROKERAGE TRANSACTIONS
   
         During the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid brokerage commissions of $328,869, $1,860,712 and $1,025,415,
respectively.  Portfolio transactions of the 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 the 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 the Series to its
brokers to ascertain that they are competitive with those charged by other
brokers for similar services.
    
   
         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.  The Investment Management Agreement of the Series permits the Advisor
knowingly to 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 the accounts
under its management.  Brokerage transactions may be placed with securities
firms that are affiliated with an affiliate of the Advisor.  Commissions on such
transactions would be commensurate with the rate of commissions paid on similar
transactions effected by 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.  No commissions were paid to
affiliates or affiliates of affiliates during fiscal years 1994 and 1995.
    
         The over-the-counter ("OTC") companies eligible for purchase by the
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


                                          2

<PAGE>

charges a commission for each trade executed on its system.  On any given trade,
the 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.

   
         During fiscal year 1995, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $493,455 with respect to
securities transactions valued at $99,862,560.  The investment management
agreement permits the Advisor knowingly to 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 the Series.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Series.
    

   
         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 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 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 that the Portfolio may borrow for temporary or
emergency purposes or to pay redemptions, amounts not exceeding 33% of its net
assets from banks and pledge not more than 33% of such 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;


                                          3

<PAGE>

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

   
         (14) purchase warrants, except that the Portfolio may acquire warrants
as a result of corporate actions involving its holding of other equity
securities;
    
         (15) purchase securities on margin or sell short; or

         (16) acquire more than 10% of the voting securities of any issuer,
provided that this limitation applies only to 75% of the assets of the
Portfolio.

   
         The investment limitations described in (1) and (15) above do not
prohibit the Portfolio from making margin deposits in connection with the
purchase or sale of financial futures contracts and options thereon to the
extent permitted under applicable regulations.
    
         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.

         The investment limitations described in (3), (4), (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.   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.

         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 Series' limitations on holdings of illiquid
securities.  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.


                                          4

<PAGE>

         Although the Series has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.
   
         Unless otherwise indicated, all limitations applicable to the
Portfolio's and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of the Portfolio's or
Series' assets invested in certain securities or other instruments resulting
from market fluctuations or other changes in the Portfolio's or Series' total
assets will not require the Portfolio or Series to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
position without undue market or tax consequences.
    

                                  FUTURES CONTRACTS

   
         The Series is authorized to 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.  The 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 the Series.  Variation margin payments are made to
and from the futures broker for as long as the contract remains open.  The
Series expects to earn income on its margin deposits.  Pursuant to current
regulations, the Series will not enter into futures contract transactions if,
immediately thereafter, its margin deposits on open contracts exceed 5% of the
market value of its total assets.  In addition, to the extent that the Series
invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transaction if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that in the case of an
option that is in-the-money at the time of purchase the in-the-money amount may
be excluded in calculating the 5%.  Pursuant to published positions of the SEC,
the Series may be required to maintain segregated accounts consisting of liquid
assets such as cash, U.S. government securities, or other high grade debt
obligations (or, as permitted under applicable regulation, enter into offsetting
positions) in connection with its futures contract transactions in order to
cover its obligations with respect to such contracts.
    
         Positions in futures contracts may be closed out only on an exchange
which provides a secondary market.  However, there can be no assurance that a
liquid secondary market will exist for any particular futures contract at any
specific time.  Therefore, it might not be possible to close a futures position
and, in the event of adverse price movements, the Series would continue to be
required to continue to make variation margin deposits.  in such circumstances,
if the 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.


                                          5

<PAGE>

                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

         Except for transactions the 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 the 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 the 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. l 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, the 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 for less than three months as of the end of the
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 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.

         For its services as investment advisor to the Series, the Advisor is
paid a monthly fee calculated as a percentage of average net assets of the
Series.


                                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, 49, 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


                                          6

<PAGE>

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, 48, Director, Chicago, IL.  Leo Melamed
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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    
   
         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 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 Company.  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. Public Director,
Chicago Mercantile Exchange.
    
   
         Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long
Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    
   
         Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty-Limited, 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., DFA
Australia Pty-Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
   
         Arthur Barlow, 40, Vice President, Santa Monica, CA.
    


                                          7

<PAGE>

   
         Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
         Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
         Robert Deere, 38, Vice President, Santa Monica, CA.
    
   
         Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    
   
         Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    
   
         David Plecha, 34, Vice President, Santa Monica, CA.
    
   
         George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
   
         Cem Severoglu, 32, Vice President, Santa Monica, CA.
    
   
         Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    
         Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
   
         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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    
   
<TABLE>
<CAPTION>
                                  Aggregate       Total Compensation from
                                 Compensation              Fund
Director                          from Fund          and Fund Complex
- --------                        --------------    --------------------------
<S>                             <C>               <C>
George M. Constantinides            $5,000               $30,000
John P. Gould                       $5,000               $30,000
Roger G. Ibbotson                   $5,000               $30,000
Merton H. Miller                    $4,000               $24,000
Myron S. Scholes                    $5,000               $30,000
</TABLE>
    

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


                                          8

<PAGE>

                               ADMINISTRATIVE SERVICES

    PFPC Inc. ("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 offering price of the shares, preparation of
reports, liaison with its custodian, and transfer and dividend disbursing agency
services.  For its services, the Portfolio pays PFPC a monthly fee of $1,000.


                                  OTHER INFORMATION
   
    For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid advisory fees of $94,000, $459,000 and $976,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    

   
    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.
    

   
    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 1940 Act or
other applicable law.  The Fund's bylaws 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, National Association serves as the custodian for the Portfolio
and the Series.  The custodian maintains a separate account or accounts for the
Portfolio and Series; receives, holds and releases portfolio securities on
account of the Portfolios and Series; makes receipts and disbursements of money
on behalf of the Portfolios and 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 on an annual basis.
    

                           PRINCIPAL HOLDERS OF SECURITIES
   
    As of January 31, 1996, the following stockholders own beneficially at
least 5% of the outstanding stock of the Portfolio, as set forth below.
    


                                          9

<PAGE>


                 Charles Schwab & Co.-REIN*                                100%
                 101 Montgomery Street
                 San Francisco, CA 94104
   
                 * Owner of record only
    

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

         The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of 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."
    
         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 "Commission"), (2) during any period when an emergency exists as defined by
the rules of the Commission 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
Commission may permit.


         If the Board of Directors of the Fund and the Board of Trustees of the
Trust determine that it would be detrimental to the best interests of the
remaining shareholders of the Portfolio and the shareholders of the Series,
respectively, to make payment wholly or partly in cash, the Portfolio may pay
the redemption price in whole or in part by a distribution of portfolio
securities that the Portfolio receives from the Series to satisfy the
Portfolio's redemption request in lieu of cash.  The redemptions by both the
Series and 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.


                                          10

<PAGE>

                           CALCULATION OF PERFORMANCE DATA

   
         Following are quotations of the annualized percentage total returns
for the one-, five-, and ten-year periods ended November 30, 1995 (as
applicable) using the standardized method of calculation required by the
Securities and Exchange Commission ("SEC"):
    

   
<TABLE>
<CAPTION>
              One Year            Five Years          Ten Years
              --------            ----------          ---------
              <S>                 <C>                 <C>
                27.90              16 months             n/a
18.11
</TABLE>
    

         As the following formula indicates, the Portfolio and Series each
determines its average annual total return by finding the average annual
compounded rates of 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:

        n
P(1 + T)  = ERV

where:

         P  = a hypothetical initial payment of $1,000

         T  = average annual total 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 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 audited financial statements and financial highlights of the
Portfolio for the year ended November 30, 1995, as set forth in the Fund's
annual report to stockholders, and the report thereon of Coopers & Lybrand
L.L.P., independent accountants, also appearing therein, are incorporated herein
by reference.
    

   
         The audited financial statements of the Series of the Trust for the
fiscal year ended November 30, 1995, as set forth in the Trust's annual report
to shareholders, are incorporated herein by reference.
    


                                          11

<PAGE>

   
         A shareholder may obtain a copy of the reports 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.
    


                                      12

<PAGE>


                                      PROSPECTUS
   
                                    MARCH 29, 1996
    

                         THE DFA 6-10 INSTITUTIONAL PORTFOLIO

                                    ----------
   
         This prospectus describes THE DFA 6-10 INSTITUTIONAL PORTFOLIO (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 institutional investors,
retirement plans and clients of registered investment advisers.  The Fund issues
eleven series of shares, each of which represents a separate class of the Fund's
common stock, having its own investment objective and policies.  The minimum
initial purchase requirement for the Portfolio is $5,000,000.
    
   
         THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM
CAPITAL APPRECIATION.  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 U.S. 6-10 SMALL COMPANY 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 Fund, dated March 29, 1996, 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 Portfolio 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. . . . . . . . . . . . . . . . . . . . . .   3

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

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

         Portfolio Characteristics and Policies. . . . . . . . . . . . . .   6

         Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . .   6

         Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . .   7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

         Small Company Securities. . . . . . . . . . . . . . . . . . . . .   8

         Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . .   8

         Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . .   8

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . .     8

         Administrative Services . . . . . . . . . . . . . . . . . . . . .   9

         Directors and Officers. . . . . . . . . . . . . . . . . . . . . .   9

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

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . .  11

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
    

<PAGE>

                                      HIGHLIGHTS

                                                                            PAGE
   
INVESTMENT OBJECTIVE                                                          5 
    
   
         The investment objective of the Portfolio is to achieve long-term
capital appreciation.  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.  The Portfolio seeks to achieve its
investment objective by investing all of its investable assets in the U.S. 6-10
Small Company Series (the "6-10 Series") of the Trust, which in turn invests in
the stocks of small companies traded in the U.S. securities markets.  The size
of a company will be measured by its relative market capitalization.  The Series
will be structured by generally basing the amount of each security purchased on
the issuer's relative market capitalization applied on a basis of descending
values, with a view to achieving a reasonable reflection of the relative market
capitalizations of its portfolio companies.  (See "Portfolio Characteristics and
Policies.")  
    
                                                                            PAGE
   
RISK FACTORS                                                                  8 
    
   
         The Portfolio is authorized to invest in repurchase agreements.  This
policy and the policy of the Portfolio to invest in the shares of the Series
involve certain risks.  (See "RISK FACTORS.")
    
                                                                            PAGE
   
MANAGEMENT AND ADMINISTRATIVE SERVICES                                        8 
    
   
         Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Series.  (See "MANAGEMENT OF THE FUND.")
    
                                                                            PAGE
   
DIVIDEND POLICY                                                               9 
    
   
         The Portfolio distributes substantially all of its net investment
income and any net realized capital gains in November and December of each year.
(See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
    
                                                                            PAGE
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                 11 
    
   
         The shares of the Portfolio are offered at net asset value, which is
calculated as of the close of the New York Stock Exchange (the "NYSE") on each
day that the Exchange is open for business.  The minimum initial purchase
requirement for the Portfolio's shares is $5,000,000.  There is no minimum
purchase requirement for subsequent purchases.  The value of the Portfolio's
shares will fluctuate in relation to the investment experience of the Series. 
The redemption price of a share of the Portfolio is equal to its net asset
value.  (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF
SHARES.")
    
                                          1
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
   
         None(*)
    
   
         The expenses in the expense table below are based on those incurred by
the Portfolio and the Series for the fiscal year ended November 30, 1995.
    
   
ANNUAL FUND OPERATING EXPENSES(**)
    
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
              Management Fee                          0.03%
              Administration Fee (after fee waiver)   0.00%
              Other Expenses  (after reimbursement)   0.17%
              Total Operating Expenses                0.20%
    
   
(*)  Shares of the Portfolio 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.
    

EXAMPLE

    You would pay the following transaction and annual operating expenses on a
$1,000 investment in the 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
                             ------    -------   -------   --------
                               $2         $6       $11        $26

   
         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 FUND.")  The Board of Directors of the Fund has considered
whether such expenses will be more or less than they would be if the Portfolio
were to invest directly in the securities held by the Series.  The aggregate
amount of expenses for the Portfolio and 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.


                                          2
<PAGE>

   
         Beginning November 30, 1993, the Advisor agreed to limit the total
expenses of the Portfolio to not more than 0.20% of the average net assets of
the Portfolio on an annualized basis.  Pursuant to this agreement, the Advisor
first will waive its fee under the Administration Agreement with respect to the
Portfolio and, if necessary, will also reimburse the Portfolio to the extent
necessary to keep the cumulative annual expenses of the Portfolio to not more
than 0.20% of the average net assets of the Portfolio on an annualized basis. 
Pursuant to this agreement, the effective administration fee for the year ending
November 30, 1995 was 0.00% of the Portfolio's average net assets, rather than
the 0.07% payable under the Administration Agreement.  Absent the Advisor's fee
waiver and reimbursement of expenses, the annualized ratio of expenses to
average net assets for the Portfolio for the fiscal year ended November 30, 1995
would have been 0.56%.  The Advisor retains the right in its sole discretion to
modify or eliminate the waiver of a portion of its fees in the future.  If the
Advisor modifies or eliminates the fee waiver, such change will be set forth in
the prospectus.  
    

                           CONDENSED FINANCIAL INFORMATION
   
         The following financial highlights are part of the financial
statements of the Portfolio.  The information for each of the past fiscal years
has been audited by independent auditors.  The financial statements, related
notes and the report of the independent auditors covering such financial
information and financial highlights for the Fund's most recent fiscal year
ended November 30, 1995, are incorporated by reference into the Statement of
Additional Information.  Further information about the Portfolio's performance
is contained in the Fund's Annual Report to shareholders for the year ended
November 30, 1995.  A copy of the Annual Report (including the report of the
independent auditors) may be obtained from the Fund upon request at no charge.
    


                                          3
<PAGE>

                                 FINANCIAL HIGHLIGHTS

                     (For a share outstanding throughout each period)     

<TABLE>
<CAPTION>
                                                                             Year Ended       Year Ended          May 4 to
                                                                               Nov. 30,        Nov. 30,           Nov. 30,
                                                                                 1995            1994               1993  
                                                                             -----------       ---------          --------
<S>                                                                          <C>                <C>                <C>
Net Asset Value, Beginning of Period. . . . . . . . . . . . . . . . . . .      $10.29            $10.61             $10.00
                                                                               ------            ------             ------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .        0.13              0.13               0.10
  Net Gains (Losses) on Securities (Realized and
    Unrealized) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.84             (0.08)              0.68
                                                                               ------            ------             ------
    Total from Investment Operations. . . . . . . . . . . . . . . . . . .        2.97              0.05               0.78
                                                                               ------            ------             ------
LESS DISTRIBUTIONS
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .       (0.13)            (0.21)             (0.02)
  Net Realized Gains. . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.34)            (0.16)             (0.15)
                                                                               ------            ------             ------
    Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . .       (0.47)            (0.37)             (0.17)
                                                                               ------            ------             ------
Net Asset Value, End of Period. . . . . . . . . . . . . . . . . . . . . .      $12.79            $10.29             $10.61
                                                                               ------            ------             ------
                                                                               ------            ------             ------
Total Return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       29.08%             0.53%              7.78%#
Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . .      $21,192           $15,070             $1,801
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . .        0.20%(a)          0.20%(a)           0.20%*(a)
Ratio of Net Investment Income to Average Net Assets. . . . . . . . . . .        1.12%(a)          1.93%(a)           1.90%*(a)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . .        N/A                 N/A              N/A
</TABLE>

- ---------------
*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 to average net assets for the periods ended November 30, 1995,
    1994 and 1993 would have been 0.56%. 0.82% and 2.29%, respectively, and the
    ratios of net investment income to average net assets for the periods ended
    November 30, 1995, 1994 and 1993 would have been 0.77%, 1.31% and (0.19)%,
    respectively.

N/A Refer to the respective Master Fund Series.

                                    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
                                          4

<PAGE>

be changed without the affirmative vote of a majority of the outstanding
securities of that Series.  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 FUND" for a
description of the management and other expenses associated with the Portfolio's
investment in the Trust.  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, also to the Portfolio, 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.
    
   
         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.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    
         Finally, the Portfolio's investment in the shares of a registered
investment company such as the Series is relatively 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 long-term
capital appreciation.  The Portfolio provides investors with access to a
securities portfolio consisting of small U.S. companies.  Company size will be
determined for purposes of the Series solely on the basis of a company's market
capitalization.  "Market  capitalization" will be calculated by multiplying the
price of a company's stock by the number of its shares of common stock.  The
Portfolio, indirectly through ownership of the Series, will be structured to
reflect reasonably the relative market capitalizations of the Series' portfolio
companies.  The Advisor believes that over the long term

                                          5

<PAGE>

the investment performance of small companies in the  U.S. is superior to that
of large companies.  Institutional investors which, for a variety of reasons,
may choose not to make substantial, or any, direct investment in companies whose
securities will be held by the Series, may participate indirectly in the
investment performance of these companies through ownership of the Portfolio's
stock.

PORTFOLIO CHARACTERISTICS AND POLICIES
   
         The Portfolio is a diversified investment company that pursues its
investment objective by investing all of its assets in the Series, which has the
same investment objective and policies as the Portfolio.  The Series is a
diversified investment company that invests in a broad and diverse group of
small U.S. companies having readily marketable securities.  Any reference in
this prospectus to a "small U.S. company" means a company whose securities are
traded in the U.S. securities markets and whose market capitalization is not
larger than the largest of those in the smaller one half (deciles 6 through 10)
of companies listed on the NYSE.  The Series will purchase common stocks of
companies whose shares are listed on the NYSE, the American Stock Exchange (the
"AMEX") and traded in the over-the-counter market ("OTC").  The Series may
invest in securities of foreign issuers which are traded in the U.S. securities
markets, but such investments may not exceed 5% of the gross assets of the
Series.  It is the intention of the Series to acquire a portion of the common
stock of each eligible NYSE, AMEX and OTC company on a market capitalization
weighted basis.  (See "Portfolio Structure.")  In the future, the Series may
purchase common stocks of small U.S. companies which are listed on other U.S.
securities exchanges.  In addition, the 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 Series' total assets
at the time of purchase.
    
PORTFOLIO STRUCTURE

         The investment portfolio of the Series is structured by generally
basing the amount of each security purchased on the issuer's relative market
capitalization with a view to creating in the Series a reasonable reflection of
the relative market capitalizations of its portfolio companies.
   
         The decision to include or exclude the shares of an issuer will be
made on the basis of such issuer's relative market capitalization determined by
reference to other companies located in the United States.  Even though a
company's stock may meet the market capitalization criterion, it may not be
purchased by the Series if, (i) in the Advisor's judgment, the issuer is in
extreme financial difficulty, (ii) the issuer is involved in a merger or
consolidation or is the subject of an acquisition or (iii) a significant portion
of the issuer's securities are closely held.  Further, securities of real estate
investment trusts will not be acquired (except as a part of a merger,
consolidation or acquisition of assets).  In addition, the Advisor may exclude
the stock of a company that otherwise meets the market capitalization criterion
if the Advisor determines in its best judgment that other conditions exist that
make the purchase of such stock for the Series inappropriate.
    
   
         Deviation from strict market capitalization weighting will also occur
in the Series because the Series intends to purchase round lots only. 
Furthermore, in order to retain sufficient liquidity, the relative amount of any
security held by the Series may be reduced from time to time from the level
which strict adherence to market capitalization weighting would otherwise
require.  A portion, but generally not in excess of 20%, of the Series' assets
may be invested in interest-bearing obligations, such as money-market
instruments for this purpose, thereby causing further deviation from strict
market capitalization weighting.  Such investments would be made on a temporary
basis pending investment in equity securities pursuant to the Series' investment
objective.
    
   
         The 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.  In addition, the Series may acquire
securities eligible for purchase or otherwise represented in its portfolio at
the time of the exchange in exchange for the issuance of its shares.  (See "In
Kind Purchases.")  While such transactions might

                                          6

<PAGE>

cause a temporary deviation from market capitalization weighting, they would
ordinarily be made in anticipation of further growth of the assets of the
Series.  
    
         If securities must be sold in order to obtain funds to make redemption
payments, they may be repurchased by the Series as additional cash becomes
available to it.  In most instances, however, management would anticipate
selling securities which had appreciated sufficiently to be eligible for sale
and, therefore, would not need to repurchase such securities.  (See "Portfolio
Transactions.")

   
         Changes in composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase by the Series take
place with every trade when the securities markets are open for trading due,
primarily, to price fluctuations of such securities.  On a not less than semi-
annual basis, the Advisor will determine the market capitalization of the
largest small company in which the Series may invest.  Common stocks whose
market capitalizations are not greater than such company will be purchased for
the Series.  Additional investments generally will not be made in securities
which have appreciated in value sufficiently to be excluded from the Advisor's
then current market capitalization limit for eligible portfolio securities. 
This may result in further deviation from strict market capitalization weighting
and such deviation could be substantial if a significant amount of the Series'
holdings increase in value sufficiently to be excluded from the limit for
eligible securities, but not by a sufficient amount to warrant their sale.  (See
"Portfolio Transactions.")  A further deviation from market capitalization may
occur if the 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 small companies 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 Series
involves greater risk than including a large number of them.  The Series intends
to invest at least 80% of its assets in equity securities of U.S. small
companies.

         Generally, the 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 Series do pay dividends.  It is anticipated, therefore, that the
Series will receive dividend income.

PORTFOLIO TRANSACTIONS

         On a periodic basis, the Advisor will review the Series' holdings and
determine which, at the time of such review, are no longer considered small U.S.
companies.  Securities which have depreciated in value since their acquisition
will not be sold by the 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, such as (but not limited to) tender
offers, mergers and similar transactions, or bids made for block purchases at
opportune prices, warrant their sale.  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 portfolios of companies with small
market capitalizations.


                                   SECURITIES LOANS

   
         The Series is authorized to lend securities to qualified brokers, 
dealers, banks and other financial institutions for the purpose of earning 
additional income.  While the Series may earn additional income from lending 
securities, such activity is incidental to the Series' investment objective. 
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 and will receive reasonable interest on the 
loan, as well as amounts equal to any


                                          7

<PAGE>

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.  The Portfolio is also
authorized to lend its portfolio securities, but has no intention of doing so.  
    
                                     RISK FACTORS

   
SMALL COMPANY SECURITIES
    
         Typically, securities of small companies are less liquid than
securities of large companies.  Recognizing this factor, the Series will
endeavor to effect securities transactions in a manner to avoid causing
significant price fluctuations in the market for these securities.
   
PORTFOLIO STRATEGIES
    
         The method employed by the Advisor to manage the Series will differ
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.

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

                                MANAGEMENT OF THE FUND

         Dimensional Fund Advisors Inc. serves as investment advisor to the
Series and, as such, 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 transactions are placed with a view to obtaining
the best price and execution of such transactions and, subject to this goal, may
be placed with brokers which have assisted in the sale of the Portfolio's
shares.  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.
   
         For the fiscal year ended November 30, 1995, the Advisor received a
fee for its advisory services to the Series equal to 0.03% of the average net
assets of the Series, and the total expenses of the Portfolio were 0.20% of its
average net assets.  Absent the Advisor's waiver of its fee under the
Administration Agreement with respect to the Portfolio (see "Administrative
Services") and its reimbursement of portfolio expenses to the extent necessary
to keep the cumulative annual expenses of the Portfolio to not more than 0.20%
of the average net assets of the Portfolio on an annual basis, the ratio of
expenses to average net assets for the fiscal year ended November 30, 1995 would
have been 0.56%.
    
                                          8

<PAGE>

         The Portfolio and Series each bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
fees, commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal and, for only the Portfolio, state
securities laws, reports to shareholders, and transfer and dividend disbursing
agency, administrative services and custodian fees.  Expenses allocable to a
particular Portfolio or Series 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 fees paid by the Fund or Trust to PFPC Inc.
   
         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 $14 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 63% of the
Advisor's outstanding stock and may be deemed controlling persons of the
Advisor.
    

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 transfer and dividend
disbursing agent and others who provide services to the Fund for the benefit of
the Portfolio; assisting the Fund in complying with the provisions of Federal,
state, local and foreign securities, tax and other laws applicable to the
Portfolio; providing shareholders with information about the Portfolio and their
investments as they or the Fund may request; assisting the Portfolio in
conducting 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.  For
its administrative services, the Portfolio pays the Advisor a monthly fee equal
to one-twelfth of .07% of the average net assets of the Portfolio.  The Advisor
has agreed to waive its fee under the Administration Agreement with respect to
the Portfolio to the extent necessary to keep the cumulative annual expenses of
the Portfolio to not more than 0.20% of the average net assets of the Portfolio
on an annualized basis.  

DIRECTORS AND OFFICERS

         The Board of Directors is responsible for establishing Fund policies
and for overseeing the management of the Fund.  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.  Information as to the Directors and Officers of
the Fund and the Trust is set forth in the Statement of Additional Information
under "Directors and Officers."

                   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.  The
Portfolio's policy is to distribute substantially all net investment income
together with any net realized capital gains in November and December of each
year.  The Series also intends to qualify as a regulated investment company
under the Code.
    
         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), unless upon written notice to the Transfer Agent, the shareholder
selects one of the following options:

                                          9

<PAGE>

         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.

         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.
   
         Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income, whether received in cash or in additional
shares.  Dividends from net investment income will generally qualify in part for
the corporate dividends received deduction, but the portion of dividends so
qualified depends on the aggregate qualifying dividend income received by the
Series from domestic (U.S.) sources.
    
         For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.  Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio. 
 
         Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.

         The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another Portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.

         In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.  
    
         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.

                                          10

<PAGE>

                                          11
<PAGE>


                                  PURCHASE OF SHARES

         Investors may purchase shares of the Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment and
then completing an Account Registration Form and mailing it to:

                      Dimensional Investment Group Inc.
                      The DFA 6-10 Institutional Portfolio
                      1299 Ocean Avenue, 11th floor
                      Santa Monica, CA  90401

         The minimum initial purchase requirement for the Portfolio's shares is
$5,000,000.  Once the minimum purchase requirement is satisfied, further
investments in the Portfolio are not subject to any minimum purchase
requirement.  The Fund reserves the right to reduce or waive the minimum
investment requirement, to reject any initial or additional investment and to
suspend the offering of shares of the Portfolio.  
   
         Investors having an account with a bank that is a member or a
correspondent of a member of the Federal Reserve System may purchase shares by
first calling the Advisor at (310) 395-8005 to notify the Advisor of the
proposed investment, then requesting the bank to transmit immediately available
funds (Federal Funds) by wire to the Custodian, for the account of Dimensional
Investment Group Inc. (The DFA 6-10 Institutional Portfolio).  Additional
investments also may be made through the wire procedure by first notifying the
Advisor.  Investors who wish to purchase shares by check should send their check
to Dimensional Investment Group Inc., c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware 19809.  PNC Bank, National Association serves as custodian
for the Portfolio.
    
         Shares may also be purchased and sold by individuals through
securities firms which may charge a service fee or commission for such
transactions.  No such fee or commission is charged on shares which are
purchased or redeemed directly from the Fund.  Investors who are clients of
investment advisory organizations may also be subject to investment advisory
fees under their own arrangements with such organizations.

IN KIND PURCHASES

   
         If accepted by the Fund, shares of the Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Series or
otherwise represented in its portfolio as described in this prospectus.  
Securities 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, interest, subscription, or other rights pertaining to such securities
shall become the property of the Portfolio and must be delivered to the Fund by
the investor upon receipt from the issuer. 
    
   
         The Fund will not accept securities in exchange for shares of the
Portfolio unless:  (1) such securities are, at the time of the exchange,
eligible to be included, or otherwise represented, in the Series 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 Series under the Securities
Act of 1933, 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 Series may 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 generally be
realized by investors who are subject to federal taxation upon the exchange
depending upon the cost of the securities exchanged.  Investors interested in
such exchanges should contact the Advisor.  Purchases of shares will be made in
full and fractional shares calculated

                                          12

<PAGE>

to three decimal places.  In the interest of economy and convenience,
certificates for shares will not be issued except at the written request of the
stockholder.  Certificates for fractional shares, however, will not be issued.
    

                                 VALUATION OF SHARES

         The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  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 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.

         Provided that the Transfer Agent has received the investor's Account
Registration Form in good order and the Custodian has received the investor's
payment, shares of the Portfolio will be priced at the net asset value
calculated next after receipt of the investor's funds by the Custodian.  "Good
order" with respect to the purchase of shares means that (1) a fully completed
and properly signed Account Registration Form and any additional supporting
legal documentation required by the Advisor has been received in legible form
and (2) the Advisor has been notified of the purchase by telephone and, if the
Advisor so requests, also in writing, no later than the close of regular trading
on the NYSE (ordinarily 1:00 p.m. PST) on the day of the purchase.  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.

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

                                     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.

                                  EXCHANGE OF SHARES

         Investors may exchange shares of the Portfolio for those of another
eligible portfolio in the Fund or a portfolio of DFA Investment Dimensions Group
Inc., an open-end, management investment company ("DFAIDG"), by first contacting
the Advisor at (310) 395-8005 to notify the Advisor of the proposed exchange and
then completing an Exchange Form and mailing it to:

                                          13

<PAGE>

                      Dimensional Investment Group Inc.
                      Attn:  Client Operations      
                      1299 Ocean Avenue, 11th Floor      
                      Santa Monica, CA  90401

         The minimum amount for an exchange into a portfolio of DFAIDG is
$100,000.  Exchanges are accepted only into those portfolios of DFAIDG that are
eligible for the exchange privilege of DFAIDG.  Investors may contact the
Advisor at the above-listed phone number 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 an "eligible guarantor institution."  Such institutions
generally include national or state banks, savings associations, savings and
loan associations, trust companies, savings banks, credit unions and members 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. 
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or a loss on the transaction.  The Fund reserves
the right to revise or terminate the exchange privilege, waive the minimum
amount requirement, limit the amount of or reject any exchange, as deemed
necessary, at any time.

                                 REDEMPTION OF SHARES

         Investors who desire to redeem shares of the Portfolio must first
contact the Advisor at the telephone number shown under "PURCHASE OF SHARES." 
The Portfolio will redeem shares at the net asset value of such shares next
determined, either: (1) where stock certificates have not been issued, after
receipt of a written request for redemption in good order, by the Fund's
Transfer Agent or (2) if stock certificates have been issued, after receipt of
the stock certificates in good order at the office of the Transfer Agent.  "Good
order" means that the request to redeem shares must include all necessary
documentation, to be received in writing by the Advisor no later than the close
of regular trading on the NYSE (ordinarily 1:00 p.m. PST), including:  the stock
certificate(s), if issued; a letter of instruction or a stock assignment
specifying the number of shares or dollar amount to be redeemed, signed by all
registered owners (or authorized representatives thereof) of the shares; if the
Fund does not have on file the authorized signatures for the account, a
guarantee of the signature of each registered owner by an eligible guarantor
institution; and any other required supporting legal documents.  

   
         Shareholders redeeming shares for which certificates have not been
issued, who have authorized redemption payment by wire on an authorization form
filed with the Fund, may request that redemption proceeds be paid in

                                          14

<PAGE>

federal funds wired to the bank they have designated on the authorization form. 
If the proceeds are wired to the shareholder's account at a bank which is not a
member of the Federal Reserve System, there could be a delay in crediting the
funds to the shareholder's bank account.  The Fund reserves the right at any
time to suspend or terminate the redemption by wire procedure after notification
to shareholders.  No charge is made by the Fund for redemptions.  The redemption
of all shares in an account will result in the account being closed.  A new
Account Registration Form will be required for further investments.  (See
"PURCHASE OF SHARES.")
    

         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 Fund was incorporated under Maryland law on March 19, 1990.  The
shares of the Portfolio, when issued and paid for in accordance with this
prospectus, will be fully paid and non-assessable shares, with equal, 
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.
   
         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.  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 the Portfolio with data for
periods prior to the Portfolio's inception.  For example, such data may include
the total return of the Series, which commenced operations in January, 1993, and
the total return of The U.S. 6-10 Small Company Portfolio of DFA Investment
Dimensions Group Inc. from its commencement of operations in March, 1992 until
it invested all of its investible assets in the 6-10 Series in January, 1993. 
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 Portfolio's
annual report to shareholders for the fiscal year ended November 30, 1995
contains additional performance information.  A copy of the annual report is
available upon request and without charge.
    
         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


                                          15

<PAGE>

for which they receive no voting instructions in the same proportion as the
shares for which they receive voting instructions.
    

   
         As of January 31, 1996, the following persons owned more than 25% of
the voting securities of the Portfolio:
    

   
                      Washington University Endowment Fund              66.33% 
                      Washington University
                      P.O. Box 1047
                      St. Louis, MO 63139

                      NIGAS Savings Investment and Thrift Plans         33.67%
                      Pensions and Investments Department
                      P.O. Box 190
                      Aurora, IL 60507
    

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


                                          16

<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, National Association
200 Stevens Drive, Airport Business Center
Lester, PA  19113
    

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

   
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
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>


                         THE DFA 6-10 INSTITUTIONAL PORTFOLIO

                          DIMENSIONAL INVESTMENT GROUP INC.


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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    March 29, 1996
    

   
         This statement of additional information is not a prospectus but
should be read in conjunction with the prospectus of The DFA 6-10 Institutional
Portfolio (the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"),
dated March 29, 1996, which can be obtained from the Fund by writing to 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

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . 5

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . 7

OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . 8

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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

CALCULATION OF PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . . 9

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .10


<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

   
         The following information supplements the information set forth in the
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies to
the U.S. 6-10 Series (the "Series") of The DFA Investment Trust Company (the
"Trust").
    
   
         Because the structure of the 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 (the "1940 Act") and certain
requirements of the Act regulating dealings between affiliates might become
applicable.
    

         Because the relative market capitalizations of small companies
compared with larger companies generally do not change substantially over short
periods of time, the portfolio turnover rate of the Series ordinarily is
anticipated to be low and is not expected to exceed 25% per year.  Generally,
securities will be purchased with the expectation that they will be held for
longer than one year.  Generally, securities will be held until such time as, in
the Advisor's judgment, they are no longer considered an appropriate holding in
light of the policy of maintaining a portfolio of companies with small market
capitalization.

                                BROKERAGE TRANSACTIONS

   
         During the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid total brokerage commissions of $301,156, $398,610 and $361,784,
respectively.  The brokerage commissions paid in fiscal year 1993 included
$9,793 paid to Kemper Capital Markets, Inc. ("Kemper Capital"), a securities
firm which has been succeeded by Kemper Securities, Inc., an affiliate of Kemper
Financial Services, Inc., which owned approximately 15.6% of the Advisor's
outstanding stock during such year.  The commissions paid to Kemper Capital
represented .0126% of the total commissions paid by the Trust for fiscal year
1993 and the total value of transactions as to which such commissions relate
were $1,381,561 or .0071% of the Trust's total value of transactions involving
payment of commissions during the fiscal year ended November 30, 1993.  No
commissions were paid to affiliates or affiliates of affiliates during fiscal
years 1994 and 1995.
    
         Portfolio transactions of the 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 the 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 the Series to its
brokers to ascertain that they are competitive with those charged by other
brokers for similar services.

         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.  The Investment Management Agreement of the Series permits the Advisor
knowingly to 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 the Series.
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.


                                          2

<PAGE>

         The OTC companies eligible for purchase by the 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.

         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,
the 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.
   
         During fiscal year 1995, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $176,059, with respect to
securities transactions valued at $45,143,939.  The investment management
agreement permits the Advisor knowingly to 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 the Series.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Series.
    
   
         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 or currencies 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 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 the total assets of the 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;


                                          3

<PAGE>

(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 the Portfolio's
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, 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 or interests in oil, gas or other mineral
exploration, leases or development programs;
   
(14) purchase warrants, except that the Portfolio may acquire warrants as a
result of corporate actions involving its holding of other equity securities;
    
(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), (4), (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, although the Portfolio is authorized to
invest up to 15% of its total assets in illiquid securities, it does not intend
to do so.  Moreover, the Series is authorized to invest only up to 10% of its
total assets in illiquid securities.  In other respects, the Series' investment
limitations are the same as those of the Portfolio.

         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 Series' limitations on holdings of illiquid
securities.  While maintaining oversight, the Board of Trustees of


                                          4

<PAGE>

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.

         Although not a fundamental policy subject to shareholder approval, the
Portfolio indirectly through its investment in the Series, does not intend to
purchase interests in any real estate investment trust.
   
         Unless otherwise indicated, all limitations applicable to the
Portfolio's and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in a rating assigned by any rating service to
a security or change in the percentage of the Portfolio's or Series' assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in the Portfolio's or Series' total assets will
not require the Portfolio or Series to dispose of an investment until the
Advisor determines that it is practicable to sell or close out the investment
without undue market or tax consequences.  In the event that ratings services
assign different ratings to the same security, the Advisor will determine which
rating it believes best reflects the security's quality and risk at that time,
which may be the higher of the several assigned ratings.
    

                             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.

         For its services as investment advisor to the Series, the Advisor is
paid a monthly fee calculated as a percentage of average net assets of the
Series.

                                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*, 49, 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., DFA Australia Pty. Limited, 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, 48, Director, Chicago, IL.  Leo Melamed
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.  Academic Advisory Council
Member, Merrill Lynch & Co.
    

                                          5

<PAGE>

   
         John P. Gould, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    
   
         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 and President, Ibbotson
Associates, Inc. (software, data, publishing and consulting).
    
   
         Merton H. Miller, 72, Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, 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.
Public Director, Chicago Mercantile Exchange.
    
   
         Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long-
Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    
   
         Rex A. Sinquefield*, 51, Director, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty. Limited, 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., DFA
Australia Pty. Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
   
         Arthur Barlow, 40, Vice President, Santa Monica, CA.
    
   
         Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
         Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
         Robert Deere, 38, Vice President, Santa Monica, CA.
    
   
         Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    
   
         Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    


                                          6

<PAGE>

   
         David Plecha, 34, Vice President, Santa Monica, CA.
    
   
         George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
   
         Cem Severoglu, 32, Vice President, Santa Monica, CA.
    
   
         Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    
   
         Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
    
         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, 1995 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

   
<TABLE>
<CAPTION>

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

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

         PFPC Inc. ("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 offering price of the shares, preparation
of reports, liaison with its custodian, and transfer and dividend disbursing
agency services.  For its services, the Portfolio pays PFPC a monthly fee of
$1,000.


                                  OTHER INFORMATION


                                          7

<PAGE>

   
         For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid advisory fees of $127,000, $46,000 and $57,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    
   
         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.
    
   
         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 class whose shares they own, as well as a proportionate share of Fund
assets not attributable to any particular class.  Ordinarily, the Fund does not
intend to hold annual meetings of shareholders, except as required by the 1940
Act or other applicable law.  The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of 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, National Association 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.
    

                           PRINCIPAL HOLDERS OF SECURITIES

   
         As of January 31, 1996, the following stockholders own beneficially at
least 5% of the outstanding stock of the Portfolio, as set forth below.
    
   
            Washington University Endowment Fund                          66.33%
            Washington University
            P. O. Box 1047
            St. Louis, MO 63139
    
   
            NI-Gas Savings Investment & Thrift Plans                      33.67%
            Northern Illinois Gas
            P.O. Box 190
            Aurora, IL  60507
    

                                  PURCHASE OF SHARES


                                          8

<PAGE>

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

          The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of 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.  Securities accepted in exchange for shares of the
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the 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 "Commission"), (2) during any period when an emergency exists as defined by
the rules of the Commission 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
Commission may permit.

          If the Board of Directors of the Fund and the Board of Trustees of the
Trust determine that it would be detrimental to the best interests of the
remaining shareholders of the Portfolio and the shareholders of the Series,
respectively, to make payment wholly or partly in cash, the Portfolio may pay
the redemption price in whole or in part by a distribution of portfolio
securities that the Portfolio receives from the Series to satisfy the
Portfolio's redemption request in lieu of cash.  The redemptions by both the
Series and 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.

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

                                          9

<PAGE>

                           CALCULATION OF PERFORMANCE DATA

   
          Following are quotations of the annualized percentage total returns of
the Portfolio for the one-, five-, and ten-year periods ended November 30, 1995
(as applicable) using the standardized method of calculation required by the
Securities and Exchange Commission ("SEC").  Since the Portfolio has been in
operation for less than five years, the time period during which the Portfolio
has been active has been substituted for the period stated (which does not
extend prior to the effective date of the Portfolio's registration with the
SEC).
    
   
               One Year       Five Years     Ten Years
               --------       ----------     ---------
               29.08          31 months         n/a
                                13.85
    
          As the following formula indicates, the Portfolio and Series each
determines its average annual total return by finding the average annual
compounded rates of 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:

        n
P(1 + T)  = ERV

where:

          P   = a hypothetical initial payment of $1,000

          T   = average annual total 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 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.  For example, with respect to the Portfolio, such data may include the
total return of the Series, which commenced operations in January, 1993, and the
total return of the U.S. 6-10 Small Company Portfolio of DFA Investment
Dimensions Group Inc., from its commencement of operations in March, 1992 until
it invested all of its investable assets in the Series in January, 1993.  The
simulated data would exclude the deduction of Portfolio and Series expenses
which would otherwise reduce the returns quotations.

                                 FINANCIAL STATEMENTS


                                          10

<PAGE>

   
          The audited financial statements and financial highlights of the Fund
for its fiscal year ended November 30, 1995, as set forth in the Fund's annual
report to stockholders, and the report thereon of Coopers & Lybrand L.L.P.,
independent accountants, also appearing therein, are incorporated herein by
reference.
    
   
          The audited financial statements of the U.S. 6-10 Series of the Trust
for the fiscal year ended November 30, 1995, as set forth in the Trust's annual
report to shareholders, are incorporated herein by reference.
    
   
          A shareholder may obtain a copy of the reports 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.
    


                                          11
<PAGE>



                                      PROSPECTUS
   
                                    MARCH 29, 1996
    
                        THE DFA INTERNATIONAL VALUE PORTFOLIO

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

   
         This prospectus describes THE DFA INTERNATIONAL VALUE PORTFOLIO (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 institutional investors,
retirement plans and clients of registered investment advisers.  The Fund issues
eleven 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 an initial minimum purchase requirement for the Portfolio.
    
   
         THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM
CAPITAL APPRECIATION.  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 INTERNATIONAL VALUE 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 Fund, dated March 29, 1996, 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. . . . . . . . . . . . . . . . . . . . .     3

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

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

     Portfolio Characteristics and Policies. . . . . . . . . . . . . . .     5
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . .     5
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . .     6

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6

     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . .     6
     Foreign Currencies and Related Transactions . . . . . . . . . . . .     7
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . .     7
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . .     7
     Futures Contracts and Options on Futures. . . . . . . . . . . . . .     7

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . .     8

     Administrative Services . . . . . . . . . . . . . . . . . . . . . .     8
     Directors and Officers. . . . . . . . . . . . . . . . . . . . . . .     9

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

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

     In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . .    10

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .    11

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

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .    12

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .    12

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

<PAGE>

                                      HIGHLIGHTS



                                                                           PAGE
   
INVESTMENT OBJECTIVE                                                          5
    
   
     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 (the "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.  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                                                                   6
   
     The Portfolio (indirectly through its investment in the Series) invests in
foreign securities and may invest in stock index futures contracts and options
thereon.  The Portfolio is also authorized to invest in repurchase agreements.
Those policies and the policy of the Portfolio to invest in the shares of the
Series involve certain risks.  (See "RISK FACTORS.")
    

                                                                            PAGE
   
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         8
    
   
     Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Series.  (See "MANAGEMENT OF THE FUND.")
    

                                                                            PAGE
   
DIVIDEND POLICY                                                                9
    
   
     The Portfolio distributes dividends from its net investment income
quarterly and any realized net capital gains annually after the end of its
fiscal year.  (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")
    

                                                                            PAGE
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  10
    
   
     The shares of the Portfolio are offered at net asset value, which is
calculated as of the close of the New York Stock Exchange (the "NYSE") on each
day that the Exchange is open for business.  The Fund has not established an
initial minimum purchase requirement for the Portfolio, and there is no minimum
purchase requirement for subsequent purchases.  The value of the Portfolio's
shares will fluctuate in relation to the investment experience of the Series.
The redemption price of a share of the Portfolio is equal to its net asset
value.  (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF
SHARES.")
    

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

   
          None*
    
   
     The expenses in the expense table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1995.
    

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

   
          Management Fee                               0.20%
          Administration Fee***                        0.20%
          Other Expenses***                            0.32%
          Total Operating Expenses***                  0.72%
    
   
    *Shares of the Portfolio 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.
    
   
  ***Restated to reflect the elimination of certain fee waivers and expense
     reimbursements by the Advisor that are no longer in effect.
    

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
               ------      -------     -------     --------
   
                $ 7          $23         $40          $89
    

   
     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 FUND.")  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.
    


                                          2

<PAGE>

   
     THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
    
   
     Beginning December 1, 1993, the Advisor agreed to waive its fee under the
Investment Management Agreement with respect to the 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 the
fiscal year ended November 30, 1995, the Advisor was not required to waive any
portion of its fee pursuant to such agreement.  The Advisor retains the right in
its sole discretion to modify or eliminate the waiver of a portion of its fees
in the future.  If the Advisor modifies or eliminates the fee waiver, such
change will be set forth in the prospectus.
    

                           CONDENSED FINANCIAL INFORMATION
   
     The following financial highlights are part of the financial statements of
the Portfolio.  The information for each of the past fiscal years has been
audited by independent auditors.  The financial statements, related notes and
the report of the independent auditors covering such financial information and
financial highlights for the Fund's most recent fiscal year ended November 30,
1995, are incorporated by reference into the Statement of Additional
Information.  Further information about the Portfolio's performance is contained
in the Fund's Annual Report to shareholders for the year ended November 30,
1995.  A copy of the Annual Report (including the report of the independent
auditors) may be obtained from the Fund upon request at no charge.
    

   
                                 FINANCIAL HIGHLIGHTS
    
   
                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
<TABLE>
<CAPTION>
                                                               Year Ended          Feb. 15 to
                                                                 Nov. 30,           Nov. 30,
                                                                   1995               1994
                                                               -----------         ----------
<S>                                                            <C>                 <C>
Net Asset Value, Beginning of Period. . . . . . . . . . . . . . .  $10.06              $10.00
                                                                   ------              ------
Income from Investment Operations
 Net Investment Income. . . . . . . . . . . . . . . . . . . . . .    0.19                0.13
 Net Gains (Losses) on Securities (Realized and Unrealized) . . .    0.51                0.06
                                                                   ------              ------
  Total from Investment Operations. . . . . . . . . . . . . . . .    0.70                0.19
                                                                   ------              ------
                                                                   ------              ------
Less Distributions
 Net Investment Income. . . . . . . . . . . . . . . . . . . . . .   (0.19)              (0.13)


                                          3

<PAGE>

 Net Realized Gains . . . . . . . . . . . . . . . . . . . . . .     (0.02)            --
  Total Distributions . . . . . . . . . . . . . . . . . . . . .     (0.21)         (0.13)
                                                                   ------         ------
Net Asset Value, End of Period. . . . . . . . . . . . . . . . .   $ 10.55        $ 10.06
                                                                   ------         ------
                                                                   ------         ------
Total Return. . . . . . . . . . . . . . . . . . . . . . . . . .      6.95%          1.85%
Net Assets, End of Period (thousands) . . . . . . . . . . . . .   $245,243       $227,795
Ratio of Expenses to Average Net Assets(1). . . . . . . . . . .      0.65%(a)      0.65%*(a)
Ratio of Net Investment Income to Average Net Assets. . . . . .      1.79%(a)      1.80%*(a)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . .       N/A           N/A
</TABLE>
    

   
*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 to average net assets for the periods ended November 30, 1995 and
     1994 would have been 0.72% and 0.72%, respectively and the ratios of net
     investment income to average net assets for the periods ended November 
     30, 1995 and 1994 would have been 1.71% and 1.75%, respectively.

N/A Refer to the respective Master Fund Series.
    


                                          4

<PAGE>

                                    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 FUND" 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.
   
          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.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    
          Finally, the Portfolio's investment in the shares of a registered
investment company such as the Series is relatively 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.


                                          5

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES
   
PORTFOLIO CHARACTERISTICS AND POLICIES
    
   
          The investment objective of the Portfolio is to achieve long-term
capital appreciation.  The Portfolio pursues its objective by investing all of
its assets in the Series, which has the same investment objective and policies
as the Portfolio.  The 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,
except as described below, will be considered eligible for investment.  The
Series intends to invest in the stocks of large companies in countries with
developed markets.  Initially, the 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 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 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 Series reserves the right to invest in index
futures contracts and options on futures contracts to commit funds awaiting
investment or to maintain liquidity.  The Series will not purchase futures
contracts if as a result more than 5% of its total assets would then consist of
initial margin deposits on such contracts.  Such investments entail certain
risks.  (See "RISK FACTORS.")  The Series also may invest up to 5% of its assets
in convertible debentures issued by large non-U.S. companies.
    
          The 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 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 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 Series inappropriate.
   
          Deviation from market capitalization weighting will occur because the
Series intends to purchase round lots only.  Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held by the 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 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 Series
investment objective.
    
   
          The 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.  In addition, the Series may acquire
securities eligible for purchase or otherwise represented in its portfolio at
the time of the exchange in exchange for the issuance of its shares (See "In
Kind Purchases").  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 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 Series take place with every trade when the securities markets
are open for


                                          6

<PAGE>

trading due, primarily, to price fluctuations of such securities.  On a periodic
basis, the Advisor will prepare a list of eligible large companies with high
book to market ratios whose stock are eligible for investment; such list will be
revised not less than semi-annually.  Only common stocks whose market
capitalizations are not less than the minimum on such list will be purchased by
the 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 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 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 Series.

          The 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
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.
   
PORTFOLIO TRANSACTIONS
    
          Securities which have depreciated in value since their acquisition
will not be sold by the 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.


                                   SECURITIES LOANS

   
          The Series is authorized to lend securities to qualified 
brokers, dealers, banks and other financial institutions for the purpose of 
earning additional income.  While the Series may earn additional income from 
lending securities, such activity is incidental to the Series' investment 
objective. 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 and 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.  The Portfolio is also authorized to lend its 
portfolio securities, but has no intention of doing so.
    

                                     RISK FACTORS
   
FOREIGN SECURITIES
    
          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

                                          7

<PAGE>

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.
   
FOREIGN CURRENCIES AND RELATED TRANSACTIONS
    
   
          Investments of the 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 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 Series' assets are then invested as initial 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 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.
    
   
BORROWING
    
   
          The Series 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, the 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.
    
   
PORTFOLIO STRATEGIES
    
          The method employed by the Advisor to manage the Series will differ
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.
   
REPURCHASE AGREEMENTS
    
          In addition, the Series may invest in repurchase agreements.  A
repurchase agreement is a short-term investment in which the Series acquires
ownership of debt securities from a bank which is a member of the Federal
Reserve System or from a well-established securities dealer (the "seller") and
the seller agrees to repurchase those securities at a future time and set price,
thereby determining the yield during the Series' holding period.  If the seller
becomes insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Series and,
therefore, subject to sale by the trustee in bankruptcy.  Management believes
that the risks associated with repurchase agreements can be controlled through
stringent security selection criteria and careful monitoring procedures.
   
FUTURES CONTRACTS AND OPTIONS ON FUTURES
    
   
          The Series also may invest in index futures contracts and options on
index futures, provided that, in accordance with current regulations, not more
than 5% of the Series' total assets are then invested as initial margin deposits
on such contracts or options.  In addition, to the extent that the Series
invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the



                                          8

<PAGE>

in-the-money amount may be excluded in calculating the 5%.  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 the Series' ability to close a position
in such investments.  Gains or losses on investments in options and futures
depend on the direction of securities prices, interest rates and other economic
factors, and the loss from investing in futures contracts is potentially
unlimited.  Certain restrictions imposed by the Internal Revenue Code may limit
the ability of the Series to invest in futures contracts and options on futures
contracts.
    

                                MANAGEMENT OF THE FUND

          Dimensional Fund Advisors Inc. serves as investment advisor to the
Series and, as such, 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 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.
   
          For the fiscal year ended November 30, 1995, the Advisor received a
fee for its advisory services to the Series equal to 0.20% of the average net
assets of the Series, and the total expenses of the Portfolio were 0.65% of its
average net assets.  Beginning December 1, 1993, the Advisor agreed to waive its
fee under the investment management agreement with respect to the 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.  For
the fiscal year ended 1995, the Advisor was not required to waive any portion of
its fee pursuant to such agreement.
    
   
          The Portfolio and the Series each bears all of its own costs and
expenses, including:  services of its independent accountants, legal counsel,
brokerage fees, commissions and transfer taxes in connection with the
acquisition and disposition of portfolio securities, taxes, insurance premiums,
costs incidental to meetings of its shareholders and directors or trustees, the
cost of filing its registration statements under federal and, for only the
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 fees paid by
the Fund or Trust to PFPC Inc. ("PFPC").
    
   
          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 $14 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 63% of the
Advisor's outstanding stock and may be deemed controlling persons of the
Advisor.
    

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 transfer and dividend
disbursing agent and others who provide services to the Fund for the benefit of
the Portfolio; assisting the Fund in complying with the provisions of Federal,
state, local and foreign securities, tax and other laws applicable to the
Portfolio; providing shareholders with information about the Portfolio and their


                                          9

<PAGE>

investments as they or the Fund may request; assisting the Portfolio in
conducting 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.  For
its administrative services, the Portfolio pays the Advisor a monthly fee equal
to one-twelfth of .20% of the average net assets of the Portfolio.
   
          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 Portfolios' and the Series' custodians and dividend disbursing
agent.  For its services, each Portfolio pays PFPC a monthly fee of $1,000.
    
DIRECTORS AND OFFICERS

          The Board of Directors is responsible for establishing Fund policies
and for overseeing the management of the Fund.  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.

              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.  The
Portfolio's policy is to distribute substantially all net investment income
quarterly and any realized net capital gains annually after November 30, the
close of the Fund's fiscal year.  The Series also intends to qualify as a
regulated investment company under the Code.
    
          Shareholders of the Portfolio 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).

          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.
   
          Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income, whether received in cash or in additional
shares.  It is anticipated that either none or only a small portion of the
distributions made by the Portfolio will qualify for the corporate dividends
received deduction because of such Series' investment in foreign equity
securities.
    
          For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.  Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio.


                                          10

<PAGE>

          Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.

          The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another Portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
   
          The Series may be subject to foreign withholding taxes on income from
certain of its foreign securities.  If Series purchases shares in certain
foreign entities, called "passive foreign investment companies" ("PFIC"), such
Series may be subject to U.S. federal income tax and a related interest charge
on a portion of any "excess distribution" or gain from the disposition of such
shares even if such income is distributed as a taxable dividend by Series to
Portfolio.
    
          In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
   
          The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.
    
          The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.

                               PURCHASE OF SHARES

          Investors may purchase shares of the Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment and
then completing an Account Registration Form and mailing it to:

               Dimensional Investment Group Inc.
               DFA International Value Portfolio
               1299 Ocean Avenue, 11th floor
               Santa Monica, CA  90401
   
          The Fund has not established an initial minimum purchase requirement
for the Portfolio.  The Fund reserves the right to reject any initial or
additional investment and to suspend the offering of shares of the Portfolio.
    
          Investors having an account with a bank that is a member or a
correspondent of a member of the Federal Reserve System may purchase shares by
first calling the Advisor at (310) 395-8005 to notify the Advisor of the
proposed investment, then requesting the bank to transmit immediately available
funds (Federal Funds) by wire to the Custodian, for the account of Dimensional
Investment Group Inc. (DFA International Value Portfolio).  Additional
investments also may be made through the wire procedure by first notifying the
Advisor.  Investors who wish to purchase shares by check should send their check
to Dimensional Investment Group Inc., c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware 19809.  PNC Bank, N.A. serves as custodian for the
Portfolio.

          Shares may also be purchased and sold by individuals through
securities firms which may charge a service fee or commission for such
transactions.  No such fee or commission is charged on shares which are
purchased or redeemed


                                          11

<PAGE>

directly from the Fund.  Investors who are clients of investment advisory
organizations may also be subject to investment advisory fees under their own
arrangements with such organizations.

IN KIND PURCHASES
   
          If accepted by the Fund, shares of the Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Series or
otherwise represented in the portfolio of the Series as described in this
prospectus or in exchange for local currencies in which such securities of the
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, interest,
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 Portfolio with local currencies should first contact
the Advisor for wire instructions.
    
   
          The Fund will not accept securities in exchange for shares of the
Portfolio unless:  (1) such securities are, at the time of the exchange,
eligible to be included, or otherwise represented, in the Series 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 Series under the Securities
Act of 1933, 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 Series may 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 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 the stockholder.  Certificates for fractional shares,
however, will not be issued.

                               VALUATION OF SHARES
   
          The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  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 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 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 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 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.

          Provided that the Transfer Agent has received the investor's Account
Registration Form in good order and the Custodian has received the investor's
payment, shares of the Portfolio will be priced at the net asset value
calculated next after receipt of the investor's funds by the Custodian.  "Good
order" with respect to the purchase of shares means that (1) a fully completed
and properly signed Account Registration Form and any additional supporting
legal documentation required


                                          12
<PAGE>

by the Advisor has been received in legible form and (2) the Advisor has been
notified of the purchase by telephone and, if the Advisor so requests, also in
writing, no later than the close of regular trading on the NYSE (ordinarily 1:00
p.m. PST) on the day of the purchase.  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.

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

                                  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.


                                          13

<PAGE>

                                  EXCHANGE OF SHARES

          There is no exchange privilege between the Portfolio and any other
portfolio of the Fund or any portfolio of DFA Investment Dimensions Group Inc.

                                 REDEMPTION OF SHARES

          Investors who desire to redeem shares of the Portfolio must first
contact the Advisor at the telephone number shown under "PURCHASE OF SHARES."
The Portfolio will redeem shares at the net asset value of such shares next
determined, either: (1) where stock certificates have not been issued, after
receipt of a written request for redemption in good order, by the Fund's
Transfer Agent or (2) if stock certificates have been issued, after receipt of
the stock certificates in good order at the office of the Transfer Agent.  "Good
order" means that the request to redeem shares must include all necessary
documentation to be received in writing by the Advisor no later than the close
of regular trading on the NYSE (ordinarily 1:00 p.m. PST), including:  the stock
certificate(s), if issued; a letter of instruction or a stock assignment
specifying the number of shares or dollar amount to be redeemed, signed by all
registered owners (or authorized representatives thereof) of the shares; if the
Fund does not have on file the authorized signatures for the account, a
guarantee of the signature of each registered owner by an "eligible guarantor
institution."  Such institutions generally include national or state banks,
savings associations, savings and loan associations, trust companies, savings
banks, credit unions and members of a recognized stock exchange; and any other
required supporting legal documents.
   
          Shareholders redeeming shares for which certificates have not been
issued, who have authorized redemption payment by wire on an authorization form
filed with the Fund, may request that redemption proceeds be paid in federal
funds wired to the bank they have designated on the authorization form.  If the
proceeds are wired to the shareholder's account at a bank which is not a member
of the Federal Reserve System, there could be a delay in crediting the funds to
the shareholder's bank account.  The Fund reserves the right at any time to
suspend or terminate the redemption by wire procedure after notification to
shareholders.  No charge is made by the Fund for redemptions.  The redemption of
all shares in an account will result in the account being closed.  A new Account
Registration Form will be required for further investments.  (See "PURCHASE OF
SHARES.")
    
          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 Fund was incorporated under Maryland law on March 19, 1990.  The
shares of the Portfolio, when issued and paid for in accordance with this
prospectus, will be fully paid and non-assessable shares, with equal, non-
cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemptions or any other feature.

          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.  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.


                                          14

<PAGE>

          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 January 31, 1996, the following persons own more than 25% of the
voting securities of the Portfolio:
    
   
               Charles Schwab & Co.-REIN*                                 40.15%
               101 Montgomery Street
               San Francisco, CA 94104
    
   
               BellSouth Corporation Master Pension Trust                 39.66%
               1155 Peachtree, N.E.
               Atlanta, GA 30367
    
   
               *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.  Only
those individuals whose signatures are on file for the account in question may
receive specific account information or make changes in the account
registration.


                                          15

<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, National Association
200 Stevens Drive, Airport Business Center
Lester, PA  19113
    

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

   
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
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>


                        THE DFA INTERNATIONAL VALUE PORTFOLIO


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1996
    
   
         This statement of additional information is not a prospectus but
should be read in conjunction with the prospectus of The DFA International Value
Portfolio (the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"),
dated March 29, 1996, which can be obtained from the Fund by writing to 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 . . . . . . . . . . . . . . .   6

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . .   6

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . .   7

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . .   9

OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . .  10

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .  10

CALCULATION OF PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . .  11

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    

<PAGE>

                         INVESTMENT OBJECTIVE AND POLICIES
   
         The following information supplements the information set forth in the
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES," and applies to
the DFA International Value Series (the "Series") of The DFA Investment Trust
Company (the "Trust").
    
   
         Because the structure of the 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 (the "1940 Act") 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 Portfolio 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
   
         During the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid total commissions of $233,355, $623,031 and $542,306, respectively.
Portfolio transactions of the 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 the 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 the Series to its brokers to
ascertain that they are competitive with those charged by other brokers for
similar services.
    
   
         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.  The Investment Management Agreement of the Series permits the Advisor
knowingly to 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


                                      2

<PAGE>

Advisor's overall responsibilities to the Series.  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.  No commissions were paid to affiliates or affiliates of affiliates
during fiscal years 1994 and 1995.
    
   
         During fiscal year 1995, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $85,760 with respect to
securities transactions valued at $34,304,000.  The investment management
agreement permits the Advisor knowingly to 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 the Series.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Series.
    
   
         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 or currencies from the Series to satisfy the
Portfolio's redemption request.  (See "REDEMPTION OF SHARES.")
    
         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,
the 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.

                                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 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 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 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;


                                          3

<PAGE>

         (5) borrow, except that the Portfolio may borrow for temporary or
emergency purposes or to pay redemptions, amounts not exceeding 33% of its net
assets from banks and pledge not more than 33% of such 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 or interests in oil, gas or other
mineral exploration, leases or development programs;
   
         (14) purchase warrants, except that the Portfolio may acquire warrants
as a result of corporate actions involving its holding of other equity
securities;
    
         (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), (4), (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.  The investment limitations of the
Series are the same as those of the Portfolio.
   
         The investment limitations described in (1) and (15) above do not
prohibit the Portfolio from making margin deposits in connection with the
purchase or sale of financial futures contracts and options thereon to the
extent permitted under applicable regulations.
    
         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.

         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 Series' limitations on holdings of illiquid
securities.  While maintaining oversight, the Board of Trustees of


                                          4

<PAGE>

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 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 Series has
retained authority to buy and sell financial futures contracts and options
thereon, it has no present intention to do so.
   
         Unless otherwise indicated, all limitations applicable to the
Portfolios' and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of a Portfolio's or Series'
assets invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Portfolio's or Series' total assets will not
require a Portfolio or Series to dispose of an investment until the Advisor
determines that it is practicable to sell or close out the position without
undue market or tax consequences.
    

   
                                  FUTURES CONTRACTS
    
   
         The Series 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.  The 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 the Series.  Variation margin payments are made to and from the futures
broker for as long as the contract remains open.  The Series expects to earn
income on their margin deposits.  Pursuant to current regulations, the Series
will not enter into futures contract transactions if, immediately thereafter,
its margin deposits on open contracts exceed 5% of the market value of its total
assets.  In addition, to the extent that the Series invests in futures contracts
and options thereon for other than bona fide hedging purposes, the Series will
not enter into such transaction if, immediately thereafter, the sum of the
amount of initial margin deposits and premiums paid for open futures options
would exceed 5% of the Series' total assets, after taking into account
unrealized profits and unrealized losses on such contracts it has entered into;
provided, however, that in the case of an option that is in-the-money at the
time of purchase, the in-the-money amount may be excluded in calculating the 5%.
Pursuant to published positions of the SEC, the Series may be required to
maintain segregated accounts consisting of liquid assets such as cash, U.S.
government securities, or other high grade debt obligations (or, as permitted
under applicable regulation, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with respect
to such contracts.
    
   
         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


                                          5

<PAGE>

particular futures contract at any specific time.  Therefore, it might not be
possible to close a futures position and, in the event of adverse price
movements, the Series would continue to be required to continue to make
variation margin deposits.  In such circumstances, if the 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 the 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 the 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 the 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, the 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 for less than three months as of the end of the
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 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.

         For its services as investment advisor to the Series, the Advisor is
paid a monthly fee calculated as a percentage of average net assets of the
Series.


                                          6

<PAGE>

                                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*, 49, 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, 48, Director, Chicago, IL.  Leo Melamed
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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    
   
         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 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 Company.  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Public
Director, Chicago Mercantile Exchange.
    
   
         Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long-
Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    
   
         Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, 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.


                                          7

<PAGE>

OFFICERS

         Each of the officers listed below hold the same office in the
following entities:  Dimensional Fund Advisors Inc., DFA Securities Inc., DFA
Australia Pty Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
   
         Arthur Barlow, 40, Vice President, Santa Monica, CA.
    
   
         Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
         Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
         Robert Deere, 38, Vice President, Santa Monica, CA.
    
   
         Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    
   
         Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    
   
         David Plecha, 34, Vice President, Santa Monica, CA.
    
   
         George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
   
         Cem Severoglu, 32, Vice President, Santa Monica, CA.
    
   
         Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    
         Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
   
         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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    

                                          8

<PAGE>

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

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

                                          9

<PAGE>

                               ADMINISTRATIVE SERVICES

         PFPC Inc. ("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 offering price of the shares, preparation
of reports, liaison with its custodian, and transfer and dividend disbursing
agency services.  For its services, the Portfolio pays PFPC a monthly fee of
$1,000.

                                  OTHER INFORMATION
   
         For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid advisory fees of $105,000, 536,000 and $937,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    
   
         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.
    
   
         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 class whose shares they own, as well as a proportionate share of Fund
assets not attributable to any particular class.  Ordinarily, the Fund does not
intend to hold annual meetings of shareholders, except as required by the 1940
Act or other applicable law.  The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of 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, National Association serves as the custodian for the Portfolio,
and Boston Safe Deposit and Trust Company serves as custodian for the Series.
The custodians maintain a separate account or accounts for the Portfolio and
Series; receive, hold and release portfolio securities on account of the
Portfolio and Series; make receipts and disbursements of money on behalf of the
Portfolio and the Series; and collect and receive income and other payment 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 on an annual basis.
    

                                          10

<PAGE>

                           PRINCIPAL HOLDERS OF SECURITIES
   
         As of January 31, 1996 the following stockholders own of record only
at least 5% of the outstanding stock of the Portfolio, as set forth below.
    
   
              Charles Schwab & Co.-REIN*                                 40.15%
              101 Montgomery Street
              San Francisco, CA 94104
    
   
              BellSouth Corporation Master Pension Trust                 39.66%
              1155 Peachtree, N.E.
              Atlanta, GA 30367
    
   
              Peoples Energy Corporate Retirement                         6.67%
                and Benefit Plans Committee
              130 E. Randolph Drive
              Chicago, IL 60601
    
   
              *Owner of record only
    


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

         The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of 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.  Securities accepted in exchange for shares of the
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the Portfolio.


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

                                          11

<PAGE>

         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 "Commission"), (2) during any period when an emergency exists as defined by
the rules of the Commission 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
Commission may permit.

         If the Board of Directors of the Fund and the Board of Trustees of the
Trust determine that it would be detrimental to the best interests of the
remaining shareholders of the Portfolio and the shareholders of the Series,
respectively, to make payment wholly or partly in cash, the Portfolio may pay
the redemption price in whole or in part by a distribution of portfolio
securities that the Portfolio receives from the Series to satisfy the
Portfolio's redemption request in lieu of cash.  The redemptions by both the
Series and 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 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.
   
         Shareholders may transfer shares of the Portfolio to another person by
making a written request therefore to the Advisor who will transmit the request
to the Fund's Transfer Agent.  The request should clearly identify the account
and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer.  The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described in the prospectus
under "REDEMPTION OF SHARES."  As with redemptions, the written request must be
received in good order before any transfer can be made.
    

                           CALCULATION OF PERFORMANCE DATA
   
         Following are quotations of the annualized percentage total returns of
the Portfolio for the one-, five-, and ten-year periods ended November 30, 1995
(as applicable) using the standardized method of calculation required by the
Securities and Exchange Commission ("SEC").  Since the Portfolio has been in
operation for less than five years, the time period during which the portfolio
has been active has been substituted for the period stated (which does not
extend prior to the effective date of the Portfolio's registration with the
SEC).
    

   
<TABLE>
<CAPTION>
              One Year            Five Years               Ten Years
              --------            ----------               ---------
              <S>                 <C>                      <C>
               7.19                22 MONTHS                  n/a
4.99
</TABLE>
    

         As the following formula indicates, the Portfolio and Series each
determines its average annual total return by finding the average annual
compounded rates of 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:

        n
P(1 + T)  = ERV


                                          12

<PAGE>

where:

         P   = a hypothetical initial payment of $1,000

         T   = average annual total 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 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 audited financial statements and financial highlights of DFA
International Value Portfolio for the year ended November 30, 1995, as set forth
in the Fund's annual report to stockholders, and the report thereon of Coopers &
Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.
    
   
         The audited financial statements of the DFA International Value Series
of the Trust for the fiscal year ended November 30, 1995, as set forth in the
Trust's annual report to shareholders, are incorporated herein by reference.
    
   
         A shareholder may obtain a copy of the reports 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.
    


                                          13

<PAGE>

                                      PROSPECTUS

   
                                    MARCH 29, 1996
    

                         DFA INTERNATIONAL VALUE PORTFOLIO II

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

   
         This prospectus describes DFA INTERNATIONAL VALUE 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 eleven 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 LONG-TERM
CAPITAL APPRECIATION.  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 INTERNATIONAL VALUE 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 "SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE."
    
   
         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 March 29, 1996, 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.

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

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. . . . . . . . . . . . . . . . . . . . . . . 3

SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE. . . . . . . . . . . . . 5

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . 6

         Portfolio Characteristics and Policies. . . . . . . . . . . . . . . 6

         Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . 6

         Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . 7

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

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

         Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . 7

         Foreign Currencies and Related Transactions . . . . . . . . . . . . 8

         Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

         Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . 8

         Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . 8

         Futures Contracts and Options on Futures. . . . . . . . . . . . . . 8

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . 9

         Administrative Services . . . . . . . . . . . . . . . . . . . . . . 9

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . 10

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13


                                         (i)

<PAGE>

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
    


                                         (ii)



<PAGE>

                                      HIGHLIGHTS


                                                                            PAGE
   
INVESTMENT OBJECTIVE                                                           6
    
   
         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 "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.  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 Portfolio (indirectly through its investment in the Series)
invests in foreign securities and may invest in financial futures contracts and
options thereon.  Similarly, the Portfolio is also authorized to invest in
repurchase agreements.  Those policies and the policy of the Portfolio to invest
in the shares of the Series involve certain risks.  (See "RISK FACTORS.")
    

                                                                            PAGE
   
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         9
    
   
         Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Series.  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                                                               10

         The Portfolio distributes dividends from its net investment income in
November and December and 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
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  11

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


                                         (1)

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
   
                 None*
    
   
         The expenses in the expense table below are based on those incurred by
the Portfolio and the Series for the fiscal year ended November 30, 1995.
    
   
ANNUAL FUND OPERATING EXPENSES**
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>

              <S>                                                 <C>
              Management Fee                                      0.20%
              Administration Fee (after voluntary fee waivers)    0.00%
              Other Expenses (after reimbursements)               0.76%
              Total Operating Expenses                            0.96%
</TABLE>
    
   
         *Shares of the Portfolio 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.  "Other expenses"
         include a fee paid to the Shareholder Services Agent of each employer
         plan or institution of .25% of the aggregate 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

         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
                       ------      -------     -------     --------
                        $10         $31         $53         $118
    
   
         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.")  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 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.
    


                                          2
<PAGE>

   
         THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
    
   
         Beginning December 1, 1993, the Advisor agreed to waive its fee under
the Investment Management Agreement with respect to the 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.  For the fiscal
year ended November 30, 1995, the Advisor was not required to waive any portion
of its fee pursuant to such agreement.  Effective July 1, 1994, the Advisor
agreed to waive its fee under the Administration Agreement with respect to the
Portfolio, and to the extent that such waiver is insufficient, to reimburse the
Portfolio, to the extent necessary to keep the cumulative annual expenses of the
Portfolio to not more than .96% of the average net assets of the Portfolio on an
annualized basis.  Absent the Advisor's waiver of the administration fees and
reimbursement, the ratio of expenses to average net assets for the Portfolio for
the fiscal year ending November 30, 1995 would have been 1.48%.  The Advisor
retains the right in its sole discretion to modify or eliminate the waivers or
its reimbursement of a portion of its fees in the future.  If the Advisor
modifies or eliminates the fee waivers or reimbursement, such change will be set
forth in the prospectus.
    

                           CONDENSED FINANCIAL INFORMATION
   
         The following financial highlights are part of the financial
statements of the Portfolio.  The information for each of the past fiscal years
has been audited by independent auditors.  The financial statements, related
notes and the report of the independent auditors covering such financial
information and financial highlights for the Fund's most recent fiscal year
ended November 30, 1995, are incorporated by reference into the Statement of
Additional Information.  Further information about the Portfolio's performance
is contained in the Fund's Annual Report to shareholders for the year ended
November 30, 1995.  A copy of the Annual Report (including the report of the
independent auditors) may be obtained from the Fund upon request at no charge.
    

                                          3
<PAGE>


                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>

                                                                    Year Ended        August 3 to
                                                                     Nov. 30,           Nov. 30,
                                                                       1995               1994
                                                                    ----------        ------------
<S>                                                                 <C>               <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . .    $  9.48              $10.00
                                                                      -------              ------
INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income . . . . . . . . . . . . . . . . . . . . . .       0.13                 .06
 Net Gains (Losses) on Securities (Realized and Unrealized). . . .       0.49               (0.52)
                                                                      -------              ------
  Total from Investment Operations . . . . . . . . . . . . . . . .       0.62               (0.46)
                                                                      -------              ------
Less Distributions
 Net Investment Income . . . . . . . . . . . . . . . . . . . . . .      (0.13)              (0.06)
 Net Realized Gains. . . . . . . . . . . . . . . . . . . . . . . .      (0.02)                 -)
                                                                      -------              ------
  Total Distributions. . . . . . . . . . . . . . . . . . . . . . .      (0.15)              (0.06)
                                                                      -------              ------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . .    $  9.95               $9.48
                                                                      -------              ------
                                                                      -------              ------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . .       6.52%              (4.73)%#
Net Assets, End of Period (thousands). . . . . . . . . . . . . . .    $14,323              $7,643
Ratio of Expenses to Average Net Assets (1). . . . . . . . . . . .       0.96%(a)            0.96%*(a)
Ratio of Net Investment Income to Average Net Assets . . . . . . .       1.63%(a)            2.56%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . .        N/A                 N/A
</TABLE>

*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 to average net assets for the periods ended November 30,
         1995 and 1994 would have been 1.48% and 12.07%, respectively, and the
         ratios of net investment income to average net assets for the periods
         ended November 30, 1995 and 1994 would have been 1.11% and 1.46%,
         respectively.

N/A Refer to the respective Master Fund Series.
    


                                          4

<PAGE>

                SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE
   
         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.

   
         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.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.
    

         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.


                                          5

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES
   
         The investment objective of the Portfolio is to achieve long-term
capital appreciation.  The Portfolio pursues its objective by investing all of
its assets in the Series, which has the same investment objective and policies
as the Portfolio.  The 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 Series
intends to invest in the stocks of large companies in countries with developed
markets.  Initially, the 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 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 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 Series reserves the right to invest in index
futures contracts and options on futures contracts to commit funds awaiting
investment or to maintain liquidity.  The Series will not purchase futures
contracts if as a result more than 5% of its total assets would then consist of
initial margin deposits on such contracts.  Such investments entail certain
risks.  (See "RISK FACTORS.")  The Series also may invest up to 5% of its assets
in convertible debentures issued by large non-U.S. companies.
    
         The 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 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 weighing of
certain countries in the Series may vary from their weighing 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 Series inappropriate.
   
         Deviation from market capitalization weighing will occur because the
Series intends to purchase round lots only.  Furthermore, in order to retain
sufficient liquidity, the relative amount of any security held by the Series may
be reduced from time to time from the level which adherence to market
capitalization weighing would otherwise require.  A portion, but generally not
in excess of 20%, of the Series' assets may be invested in interest-bearing
obligations, such as money-market instruments, thereby causing further deviation
from market capitalization weighing.  Such investments would be made on a
temporary basis pending investment in equity securities pursuant to the Series
investment objective.
    
         The 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
weighing would otherwise require.  While such purchases might cause a temporary
deviation from market capitalization weighing, they would ordinarily be made in
anticipation of further growth of the assets of the 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 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


                                          6

<PAGE>

common stocks whose market capitalizations are not less than the minimum on such
list will be purchased by the 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 weighing and such deviation could
be substantial if a significant amount of the 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 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 Series.

         The 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
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.

PORTFOLIO TRANSACTIONS

         Securities which have depreciated in value since their acquisition
will not be sold by the 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.

                                   SECURITIES LOANS
   
         The Series is authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income.  While the Series may earn additional income from lending
securities, such activity is incidental to the Series' investment objective.
The value of securities loaned may not exceed 331/3% 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 and 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.  The
Portfolio is also authorized to lend its portfolio securities, but as long as it
holds only shares of the Series, it will not do so.
    

                                RISK FACTORS
   
FOREIGN SECURITIES
    
         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.


                                          7

<PAGE>

   
FOREIGN CURRENCIES AND RELATED TRANSACTIONS
    
   
         Investments of the 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 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 Series' assets are then invested as initial 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 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.
    
   
BORROWING
    
   
         The Series 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, the 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.
    
   
PORTFOLIO STRATEGIES
    
         The method employed by the Advisor to manage the 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.
   
REPURCHASE AGREEMENTS
    
         In addition, the Series may invest in repurchase agreements.  A
repurchase agreement is a short-term investment in which the Series acquires
ownership of debt securities from a bank which is a member of the Federal
Reserve System, or from a well-established securities dealer (the "seller") and
the seller agrees to repurchase those securities at a future time and set price,
thereby determining the yield during the Series' holding period.  If the seller
becomes insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Series and,
therefore, subject to sale by the trustee in bankruptcy.  Management believes
that the risks associated with repurchase agreements can be controlled through
stringent security selection criteria and careful monitoring procedures.
   
FUTURES CONTRACTS AND OPTIONS ON FUTURES
    
   
         The Series also may invest in index futures contracts and options on
index futures, provided that, in accordance with current regulations, not more
than 5% of the Series' total assets are then invested as initial margin deposits
on such contracts or options.  In addition, to the extent that the Series
invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.  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


                                          8
<PAGE>

inhibiting a Series' ability to close a position in such investments.  Gains or
losses on investments in options and futures depend on the direction of
securities prices, interest rates and other economic factors, and the loss from
investing in futures contracts is potentially unlimited.  Certain restrictions
imposed by the Internal Revenue Code may limit the ability of a Series to invest
in futures contracts and options on futures contracts.
    

                             MANAGEMENT OF THE PORTFOLIO

         Dimensional Fund Advisors Inc. serves as investment advisor to the
Series and, as such, 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.

         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.
   
         For the fiscal year ended November 30, 1995, the Advisor received a
fee for its advisory services to the Series equal to 0.20% of the average net
assets of the Series, and the total expenses of the Portfolio were 0.96% of its
average net assets.  Absent waiver of fees and expense reimbursements by the
Advisor, the total expenses of the portfolio for the fiscal year ended November
30, 1995, would have been 1.48% of its average net assets.  Beginning December
1, 1993, the Advisor agreed to waive its fee under the Investment Management
Agreement with respect to the 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.  For the fiscal year ended 1995,
the Advisor was not required to waive any portion of its fee pursuant to such
agreement.
    
   
         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, for only the 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 Inc. ("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 $14 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 63% 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 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 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.)


                                          9
<PAGE>

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 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 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
Portfolio pays the Advisor a monthly fee equal to one-twelfth of .20% of the
average net assets of the Portfolio.  Effective July 1, 1994, the Advisor agreed
to waive its fees under the Administration Agreement with respect to the
Portfolio, and to the extent that such waiver is insufficient, to reimburse the
Portfolio, to the extent necessary to keep the cumulative annual expenses of the
Portfolio to not more than .96% of the average net assets of the Portfolio on an
annualized basis.  The Advisor retains the right in its sole discretion to
modify or eliminate the waiver of a portion of its fees in the future.

         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.  The service to be provided under the shareholder
service agreements may include any of the following: shareholder recordkeeping;
sending statements to shareholders reflecting account activities such as
purchases, redemptions and dividend payments; responding to shareholder
inquiries regarding their accounts; tax reporting with respect to dividends,
distributions and redemptions; receiving, aggregating and processing shareholder
orders; and providing the Portfolio with information necessary to the
registration of the Portfolio's shares under the state securities laws.


                   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.  The
Portfolio's policy is to distribute substantially all net investment income in
November and December and any realized net capital gains annually after November
30, the close of the Fund's fiscal year.  The Series also intends to qualify as
a regulated investment company under the Code.
    
         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).

         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.
   
         Whether paid in cash or additional shares and 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.  Dividends from net investment income or net short-term capital gains
will be taxable as ordinary income, whether received in cash or in additional
shares.  It is anticipated that either none or only a small portion of the
distributions made by the Portfolio will qualify for the corporate dividends
received deduction because of the Series' investment in foreign equity
securities.
    
         For those investors subject to tax, if purchases of shares of the
Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.


                                          10
<PAGE>

Shareholders are notified annually by the Fund as to the federal tax status of
dividends and distributions paid by the Portfolio.

         Dividends which are declared in November or December to shareholders
of record in such a month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by the Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.

         The sale of shares of the Portfolio is a taxable event and may result
in a capital gain or loss to shareholders subject to tax.  Capital gain or loss
may be realized from an ordinary redemption of shares or an exchange of shares
of the Portfolio for shares of another Portfolio of the Fund.  Any loss incurred
on sale or exchange of the Portfolio's shares, held for six months or less, will
be treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
   
         The Series may be subject to foreign withholding taxes on income from
certain of its foreign securities.  If more than 50% in value of the total
assets of the Series are invested in securities of foreign corporations, the
Portfolio may elect to pass-through to its shareholders their pro rata share of
foreign income taxes paid by the Series.  If this election is made, shareholders
will be required to include in their gross income their pro rata share of
foreign taxes paid by the Series,  However, shareholders will be entitled to
either deduct (as an itemized deduction in the case of individuals) their share
of such foreign taxes in computing their taxable income or to claim a credit for
such taxes against their U.S. income tax, subject to certain limitations under
the Code.
    
         In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.
    
   
         If Series purchases shares in certain foreign entities, called
"passive foreign investment companies" ("PFIC"), such Series may be subject to
U.S. federal income tax and a related interest charge on a portion of any
"excess distribution" or gain from the disposition of such shares even if such
income is distributed as a taxable dividend by Series to Portfolio.
    
         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolio.

                                  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
Code 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 purchase 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.


                                          11
<PAGE>

                                 VALUATION OF SHARES
   
         The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  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 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 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 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 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.

         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.

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

                                     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.

                                  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 the U.S. Small Cap Value Portfolio II or the U.S. Large Cap Value
Portfolio II by first completing the necessary documentation as required by the
Shareholder Services Agent designated in the employer's plan or by the
institution.

         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, the
exchange privilege may be terminated.  Exchanges will be accepted only if the
shares of the portfolio being acquired are registered in the investor's state of
residence.


                                          12
<PAGE>

         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.
   
         There is no fee imposed on an exchange.  However, the Fund reserves
the right to impose an administrative fee in order to cover the costs incurred
in processing an exchange.  Any such fee will be disclosed in the prospectus.
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or loss on the transaction.  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

         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 Fund was incorporated under Maryland law on March 19, 1990.  The
shares of the Portfolio, when issued and paid for in accordance with this
prospectus, will be fully paid and non-assessable shares, with equal, non-
cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemptions or any other feature.

         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.  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 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


                                          13
<PAGE>

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 January 31, 1996, the following person owns more than 25% of the
voting securities of the Portfolio:
    
                 Charles Schwab & Co.-REIN*                      100%
                 101 Montgomery Street
                 San Francisco, CA 94104

   
                 * 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.


                                          14
<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, National Association
200 Stevens Drive
Airport Business Center
Lester, PA  19113
    

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

   
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
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>

                         DFA INTERNATIONAL VALUE PORTFOLIO II


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1996
    
   
    This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of DFA International Value Portfolio II
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
29, 1996, which can be obtained by writing or calling the Shareholder Services
Agent for your employer's plan.
    

   
                                  TABLE OF CONTENTS


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

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

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

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . . . 6

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . 6

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . 9

OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . .10

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .10

CALCULATION OF PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . .11

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .12
    

<PAGE>
 
                          INVESTMENT OBJECTIVE AND POLICIES

   
    The following information supplements the information set forth in the
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES,"* and applies 
to the DFA International Value Series (the "Series") of The DFA Investment Trust
Company (the "Trust").
    
   
    Because the structure of the 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 (the "1940 Act") 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 the Series will include as much as 5% of the voting securities
in any issuer.
    
   
    The Portfolio 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
   
    During the fiscal years ended November 30, 1993, 1994 and 1995, the Series
paid brokerage commissions of $233,355, $623,031 and $542,306, respectively.
Portfolio transactions of the 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 the 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 the Series to its brokers to
ascertain that they are competitive with those charged by other brokers for
similar services.
    
   
    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.  The
Investment Management Agreement of the Series permits the Advisor knowingly to

<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.  No commissions were paid to affiliates or affiliates
of affiliates during fiscal years 1994 and 1995.
    
    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, the 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.
   
    During fiscal year 1995, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $85,760 with respect to
securities transactions valued at $34,304,000.  The investment management
agreement permits the Advisor knowingly to 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 the Series.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Series.
    
   
    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 or currencies 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 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

<PAGE>

(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 that the Portfolio may borrow for temporary or emergency
purposes or to pay redemptions, amounts not exceeding 33% of its net assets from
banks and pledge not more than 33% of such 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 or interests in oil, gas or other mineral
exploration, leases or development programs;

(14) purchase warrants, except that the Portfolio may acquire warrants as a
result of corporate actions involving its holding of equity securities;

(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 (1) and (15) above do not prohibit
the Portfolio from making margin deposits in connection with the purchase or
sale of financial futures contracts and options thereon to the extent permitted
under applicable regulations.
    
    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.

    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.  For the purposes of (12) above, utility companies will be
divided


                                          4

<PAGE>

according to their services; e.g., gas, gas transmission, electric and gas,
electric, water and telephone will each be considered a separate industry.

    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 Series' limitations on holdings of illiquid securities.  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.

    The 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 Series has retained
authority to buy and sell financial futures contracts and options thereon, it
has no present intention to do so.
   
    Unless otherwise indicated, all limitations applicable to the Portfolios'
and Series' investments apply only at the time that a transaction is undertaken.
Any subsequent change in the percentage of a Portfolio's or Series' assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Portfolio's or Series' total assets will not
require a Portfolio or Series to dispose of an investment until the Advisor
determines that it is practicable to sell or close out the position without
undue market or tax consequences.
    

                                  FUTURES CONTRACTS

   
    The Series 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.  The 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 the Series.  Variation margin payments are made to and from the futures
broker for as long as the contract remains open.  The Series expects to earn
income on their margin deposits.  Pursuant to current regulations, the Series
will not enter into futures contract transactions if, immediately thereafter,
its margin deposits on open contracts exceed 5% of the market value of its total
assets.  In addition, to the extent that the Series invests in futures contracts
and options thereon for other than bona fide hedging purposes, the Series will
not enter into such transaction if, immediately thereafter, the sum of the
amount of initial margin deposits and premiums paid for open futures options
would exceed 5% of the Series' total assets, after taking into account
unrealized profits and unrealized losses on such contracts it has entered into;
provided, however, that in the case of an option that is in-the-money at the
time of purchase, the in-the-money amount may be excluded in calculating the 5%.
Pursuant to published positions of the SEC, the Series may be required to
maintain segregated accounts consisting of liquid assets such as cash, U.S.
government securities, or other high grade debt obligations (or, as permitted
under applicable regulation, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with respect
to such contracts.
    


                                          5
<PAGE>

   
    Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Series would continue to be required
to continue to make variation margin deposits.  In such circumstances, if the
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 the 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 the 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 the 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, the 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 for less than three months as of the end of the
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 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.  For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.

    For its services as investment advisor to the Series, the Advisor is paid a
monthly fee calculated as a percentage of average net assets of the Series.


                                          6

<PAGE>

                                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, 49, 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.
    
   
    George M. Constantinides, 48, Director, Chicago, IL.  Leo Melamed 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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    
   
    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 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 Company.  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. Public Director,
Chicago Mercantile Exchange.
    
   
    Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, Long Term
Capital Management L.P. (money manager).  Frank E. Buck Professor of Finance,
Graduate School of Business and Professor of Law, Law School, Senior Research
Fellow, Hoover Institution, (all) Stanford University (on leave).  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.
    
   
    Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer, Santa
Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional Fund
Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, 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.



                                          7

<PAGE>

OFFICERS

    Each of the officers listed below hold the same office in the following
entities:  Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia
Pty Limited, DFA Investment Dimensions Group Inc., The DFA Investment Trust
Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets Fund
Inc.
   
    Arthur Barlow, 40, Vice President, Santa Monica, CA.
    
   
    Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
    Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
    Robert Deere, 38, Vice President, Santa Monica, CA.
    
   
    Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    
   
    Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    
   
    David Plecha, 34, Vice President, Santa Monica, CA.
    
   

    George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
   
    Cem Severoglu, 32, Vice President, Santa Monica, CA.
    
   
    Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa Monica,
CA.
    
   
    Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
    

   
    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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    


                                          8

<PAGE>

   
<TABLE>
<CAPTION>

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

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

    PFPC Inc. ("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 offering price of the shares, preparation of
reports, liaison with its custodian, and transfer and dividend disbursing agency
services.  For its services, the Portfolio pays PFPC a monthly fee of $1,000.


                                  OTHER INFORMATION
   
    For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1993, 1994 and 1995, the
Series paid advisory fees of $105,000, $536,000 and $937,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    
   
    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.
    
   
     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 1940 Act or
other applicable law.  The Fund's bylaws 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.
    


                                          9

<PAGE>

   
    PNC Bank, National Association serves as the custodian for the Portfolio,
and Boston Safe Deposit and Trust Company serves as the custodian for the
Series.  The custodians maintain a separate account or accounts for the
Portfolio and Series; receive, hold and release portfolio securities on account
of the Portfolio and Series; make receipts and disbursements of money on behalf
of the Portfolio and Series; and collect and receive 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 on an annual basis.
    

                           PRINCIPAL HOLDERS OF SECURITIES
   
    As of January 31, 1996, the following stockholders own beneficially at
least 5% of the outstanding stock of the Portfolio, as set forth below.
    
         Charles Schwab & Co.-REIN*                      100%
         101 Montgomery Street
         San Francisco, CA 94104
   
         *Owner of record only
    

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

    The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of 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."
    
    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
"Commission"), (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Fund to dispose of


                                          10

<PAGE>

securities owned by it, or fairly to determine the value of its assets and (3)
for such other periods as the Commission may permit.

    If the Board of Directors of the Fund and the Board of Trustees of the
Trust determine that it would be detrimental to the best interests of the
remaining shareholders of the Portfolio and the shareholders of the Series,
respectively, to make payment wholly or partly in cash, the Portfolio may pay
the redemption price in whole or in part by a distribution of portfolio
securities that the Portfolio receives from the Series to satisfy the
Portfolio's redemption request in lieu of cash.  The redemptions by both the
Series and 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 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.


                           CALCULATION OF PERFORMANCE DATA

   
    Following are quotations of the annualized percentage total returns for the
one-, five-, and ten-year periods ended November 30, 1995 (as applicable) using
the standardized method of calculation required by the Securities and Exchange
Commission ("SEC"):
    

   
              One Year       Five Years          Ten Years
              --------       ----------          ---------
                6.65          16 Months             n/a
1.20
    

    As the following formula indicates, the Portfolio and Series each
determines its average annual total return by finding the average annual
compounded rates of 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:

        n
P(1 + T)  = ERV

where:

    P   = a hypothetical initial payment of $1,000

    T   = average annual total 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 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 

                                          11

<PAGE>

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.


                                          12

<PAGE>

                                 FINANCIAL STATEMENTS
   
    The audited financial statements and financial highlights of the Portfolio
for the year ended November 30, 1995, as set forth in the Fund's annual report
to stockholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.
    
   
    The audited financial statements of the Series of the Trust for the fiscal
year ended November 30, 1995, as set forth in the Trust's annual report to
shareholders, are incorporated herein by reference.
    
   
    A shareholder may obtain a copy of the reports 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.
    


                                          13

<PAGE>

                                      PROSPECTUS

   
                                    MARCH 29, 1996
    


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

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

         This prospectus describes DFA INTERNATIONAL VALUE PORTFOLIO III and
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 401(k) defined contribution plans and
clients of registered financial advisers. 

   
         The Fund issues eleven 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 ISSUES SERIES (INDIVIDUALLY AND
COLLECTIVELY, THE "SERIES") HAVING 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 March 29, 1996, 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.................................................................7

DFA INTERNATIONAL VALUE PORTFOLIO III - INVESTMENT
  OBJECTIVE AND POLICIES.......................................................8

         Portfolio Characteristics and Policies................................8

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

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

U.S. LARGE CAP VALUE PORTFOLIO III - INVESTMENT
  OBJECTIVE AND POLICIES......................................................10

         Portfolio Characteristics and Policies...............................10

         Portfolio Structure..................................................10

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

SECURITIES LOANS..............................................................12

RISK FACTORS..................................................................12

         Foreign Securities...................................................12

         Foreign Currencies and Related Transactions..........................12

         Borrowing............................................................12

         Portfolio Strategies.................................................13

         Repurchase Agreements................................................13

         Futures Contracts and Options on Futures.............................13

MANAGEMENT OF THE PORTFOLIOS..................................................13

         Administrative Services..............................................14

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES..............................15

PURCHASE OF SHARES............................................................15

         In Kind Purchases....................................................16
    

                                         (i)

<PAGE>
   
VALUATION OF SHARES...........................................................16

DISTRIBUTION..................................................................17

EXCHANGE OF SHARES............................................................17

REDEMPTION OF SHARES..........................................................18

GENERAL INFORMATION...........................................................18
    


                                         (ii)

<PAGE>

                                      HIGHLIGHTS

   
                                                                          PAGE 7
    
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 8
    
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 10
    
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 12
    
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.")
    

                                          1

<PAGE>
   
                                                                         PAGE 13
    
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 15
    
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 15
    
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," "VALUATION OF SHARES" and "REDEMPTION OF SHARES.")
    

                                          2

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

                None*

   
         The expenses in the following tables are based on those incurred by
the Portfolios and their corresponding Series for the period February 3, 1995
(commencement of operations) to November 30, 1995.   
    

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

   
         DFA INTERNATIONAL VALUE PORTFOLIO III
                Management Fee                             0.20%
                Administration Fee                         0.01%
                Other Expenses                             0.30%
                Total Operating Expenses                   0.51%

         U.S. LARGE CAP VALUE PORTFOLIO III
                Management Fee                             0.10%
                Administration Fee                         0.01%
                Other Expenses                             0.20%
                Total Operating Expenses                   0.31%
    
  *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.
    
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:

   
<TABLE>
<CAPTION>
                                          1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------
<S>                                       <C>      <C>       <C>        <C>
DFA International Value Portfolios III      $5       $16       $19       $64
U.S. Large Cap Value Portfolio III          $3       $10       $17       $39
</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


                                          3
<PAGE>

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 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 above example is based on estimated expenses for the 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.  For
the fiscal year ended November 30, 1995, the Advisor was not required to waive
any portion of its fee pursuant to such agreement.  The Advisor reserves the
right to modify or eliminate the fee waiver.
    

                         CONDENSED FINANCIAL INFORMATION

   
         The following financial highlights are part of the audited financial
statements for the period from February 3, 1995, (date of initial investment of
the Portfolios) through November 30, 1995.  The financial statements, related
notes, and the report of the independent auditors covering such financial
information and financial highlights for the Portfolios' most recent fiscal
period ended November 30, 1995, are incorporated by reference into the
Portfolios' Statement of Additional Information.  Further information about the
Portfolios' performance is contained in the Fund's Annual Report to shareholders
for the year ended November 30, 1995.  A copy of the Annual Report (including
the report of the independent auditors) may be obtained from the Fund upon
request at no charge.  
    

                                          4

<PAGE>


                        DFA INTERNATIONAL VALUE PORTFOLIO III
   
                                 FINANCIAL HIGHLIGHTS
                           FOR THE PERIOD FEBRUARY 3, 1995
                             (COMMENCEMENT OF OPERATIONS)
                                 TO NOVEMBER 30, 1995
    
   
                   (For a share outstanding throughout each period)
    

   
<TABLE>

<S>                                                                 <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . .  $  10.00
                                                                    --------
INCOME FROM INVESTMENT OPERATIONS
  Net Investment Income. . . . . . . . . . . . . . . . . . . . . .      0.17
  Net Gains (Losses) on Securities (Realized and Unrealized) . . .      0.84
                                                                    --------
   Total from Investment Operations. . . . . . . . . . . . . . . .      1.01
                                                                    --------
LESS DISTRIBUTIONS
  Net Investment Income. . . . . . . . . . . . . . . . . . . . . .     (0.17)
  Net Realized Gains . . . . . . . . . . . . . . . . . . . . . . .     (0.03)
                                                                    --------
   Total Distributions . . . . . . . . . . . . . . . . . . . . . .      0.20
                                                                    --------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . .  $  10.81
                                                                    --------
                                                                    --------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . .    10.04%#
Net Assets, End of Period (thousands). . . . . . . . . . . . . . .  $146,952
Ratio of Expenses to Average Net Assets (1). . . . . . . . . . . .     0.51%*(a)
Ratio of Net Investment Income to Average Net Assets . . . . . . .     2.29%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . .      N/A
</TABLE>
    

- ----------------
*Annualized
#Non-Annualized
   
(1) Represents the respective 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.


                                          5

<PAGE>

   

                          U.S. LARGE CAP VALUE PORTFOLIO III

                                 FINANCIAL HIGHLIGHTS
                           FOR THE PERIOD FEBRUARY 3, 1995
                             (COMMENCEMENT OF OPERATIONS)
                                 TO NOVEMBER 30, 1995
    
   
                   (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. . . . . . . . . . . . . . . . . . . . . .       0.23
  Net Gains (Losses) on Securities (Realized and Unrealized) . . .       3.09
                                                                     --------
    Total from Investment Operations . . . . . . . . . . . . . . .       3.32
                                                                     --------
LESS DISTRIBUTIONS
  Net Investment Income. . . . . . . . . . . . . . . . . . . . . .     (0.23)
  Net Realized Gains . . . . . . . . . . . . . . . . . . . . . . .     (0.17)
                                                                     --------
    Total Distributions. . . . . . . . . . . . . . . . . . . . . .     (0.40)
                                                                     --------
Net Asset Value, End of Period . . . . . . . . . . . . . . . . . .   $  12.92
                                                                     --------
                                                                     --------
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . .      33.27%#
Net Assets, End of Period (thousands). . . . . . . . . . . . . . .   $135,043
Ratio of Expenses to Average Net Assets (1). . . . . . . . . . . .       0.31%*(a)
Ratio of Net Investment Income to Average Net Assets . . . . . . .       2.82%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . .        N/A
</TABLE>
    

- ---------------
   
*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.
    


                                          6

<PAGE>

                                    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 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.  Moreover, a distribution in kind by the Series
corresponding to DFA International Value Portfolio III and U.S. Large Cap Value
Portfolio III may constitute a taxable exchange for federal income tax purposes
resulting in gain or loss to such Portfolios.  Any net capital gains so realized
will be distributed to such Portfolios' shareholders as described in "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.
    

                                          7

<PAGE>


         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
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 margin deposits on such contracts.  Such
investments entail certain risks.  (See "RISK FACTORS.")  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.  Furthermore, 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,

                                          8
<PAGE>

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.  In addition, the Series may
acquire securities eligible for purchase or otherwise represented in its
portfolio at the time of the exchange in exchange for the issuance of its
shares.  (See "In Kind Purchases.")  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 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 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%.

                                          9
<PAGE>



                         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.

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 may invest in index futures contracts and options on futures contracts
provided that, in accordance with current regulations, not more than 5% of the
Series' total assets are then invested as initial margin deposits on such
contracts or options.  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. 
Furthermore, 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.  In addition, the Series may
acquire securities eligible for purchase or otherwise represented in its
portfolio at the time of the exchange in exchange for the issuance of its
shares.  (See "In Kind Purchases.")  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 


                                          10
<PAGE>

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.

         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.

                                          11
<PAGE>



                                   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 and 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
   
FOREIGN SECURITIES
    
         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 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.  

   
FOREIGN CURRENCIES AND RELATED TRANSACTIONS
    
   
         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 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.
    

   
BORROWING
    
   
         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.
    


                                          12

<PAGE>

   
PORTFOLIO STRATEGIES
    
         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.

   
REPURCHASE AGREEMENTS
    

         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.

   
FUTURES CONTRACTS AND OPTIONS ON FUTURES
    

   
         Each Series also may invest in index futures contracts and options on
index futures, provided that, in accordance with current regulations, not more
than 5% of each Series' total assets are then invested as initial margin
deposits on such contracts or options.  In addition, to the extent that such
Series invest in futures contracts and options thereon for other than bona fide
hedging purposes, no Series will enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits and premiums paid
for open futures options would exceed 5% of the Series' total assets, after
taking into account unrealized profits and unrealized losses on such contracts
it has entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.  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.  Gains or
losses on investments in options and futures depend on the direction of
securities prices, interest rates and other economic factors, and the loss from
investing in futures contracts is potentially unlimited.  Certain restrictions
imposed by the Internal Revenue Code may limit the ability of a Series to invest
in futures contracts and options on futures contracts.
    

                             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.  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.  

   
         For the period February 3, 1995 (commencement of operations) through
November 30, 1995, (i) the Advisor received a fee for its services which, on an
annual basis, equaled the following percentage of the average net 


                                          13

<PAGE>


assets of each Portfolio's corresponding Series; and (ii) the total expenses of
each Portfolio were the following percentages of respective average net assets:
    

   
<TABLE>
<CAPTION>
                                         Management Fee      Total Expenses
                                         ---------------     --------------
<S>                                      <C>                 <C>
DFA International Value Portfolio III       0.20%                   0.51%
U.S. Large Cap Value Portfolio III          0.10%                   0.31%
</TABLE>
    

   
         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.  For the fiscal year ended 1995, the Advisor was not required
to waive any portion of its fee pursuant to such agreement.
    

         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 $14 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 63% 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.


                                          14


<PAGE>

         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 Portfolios' and the Series' custodians and dividend disbursing
agent.  For its services, each Portfolio pays PFPC a monthly fee of $1,000.


                   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 Series intends to qualify as a regulated investment company under the Code.
    

   
         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).  Shareholders of the U.S. Large Cap Value
Portfolio III, who do not own their shares under a 401(k) plan, may select one
of the following options upon written notice to the Transfer Agent:
    

         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.

   
         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 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.  Dividends and distributions
paid to a 401(k) plan accumulate free of federal income taxes.
    

   
         Whether paid in cash or additional shares and regardless of the length
of time a Portfolios' shares have been owned by shareholders who are subject to
federal income taxes, distributions from long-term capital gains are taxable as
such.  Dividends from net investment income or net short-term capital gains will
be taxable as ordinary income, whether received in cash or in additional shares.
Dividends from net


                                          15
<PAGE>

investment income of U.S. Large Cap Value Portfolio will generally qualify in
part for the corporate dividends received deduction, but the portion of
dividends so qualified depends on the aggregate qualifying dividend income
received by the corresponding Series from domestic (U.S.) sources.  It is
anticipated that either none or only a small portion of the distributions made
by the DFA International Value Portfolio III will qualify for the corporate
dividends received deduction because of the corresponding Series' investment in
foreign equity securities.
    

   
         For those investors subject to tax, if purchases of shares of the
Portfolios are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution.  Dividends from net investment income or net short-term capital
gains will be taxable as ordinary income.  Shareholders are notified annually by
the Fund as to the federal tax statuts of dividends and distributions paid by
the Portfolios.
    

   
         Dividends which are declared in November or December to shareholders
of record in such month but which, for operational reasons, may not be paid to
the shareholder until the following January, will be treated for tax purposes as
if paid by a Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.
    

   
         The sale of shares of a Portfolio is a taxable event and may result in
a capital gain or loss to shareholders subject to tax.  Capital gain or loss may
be realized from an ordinary redemption of shares or an exchange of shares of a
Portfolio for shares of another portfolio of the Fund.  Any loss incurred on
sale or exchange of a Portfolios' shares, held for six months or less, will be
treated as a long-term capital loss to the extent of capital gain dividends
received with respect to such shares.
    

   
         The International Value Series may be subject to foreign withholding
taxes on income from certain of its foreign securities.  If International Value
Series purchases shares in certain foreign entities, called "passive foreign
investment companies" ("PFIC"), such Series may be subject to U.S. federal
income tax and a related interest charge on a portion of any "excess
distribution" or gain from the disposition of such shares even if such income is
distributed as a taxable dividend by Series to Portfolio.
    

   
         In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions.  Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.
    

   
         The Portfolio is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations.  You may avoid this
withholding requirement by certifying on the account registration form your
proper Taxpayer Identification Number and by certifying that you are not subject
to backup withholding.  
    

   
         The tax discussion set forth above is included for general information
only.  Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Portfolios.
    
                              PURCHASE OF SHARES
   
         Shares of the Portfolios are sold only (i) to fund deferred
compensation plans which are exempt from taxation under section 401(k) of the
Code; and (ii) to clients of financial advisers.
    

   
         Provided that shares of the Portfolios are available under an
employer's 401(k) plan, shares may be purchased by following the procedures
adopted by the respective employer and approved by Fund management for making
investments.  Shares are available through the service agent designated under
the employer's plan.
    


                                          16
<PAGE>


   
Investors who are considering an investment in the Portfolios should contact
their employer for details.  The Fund does not impose a minimum purchase
requirement, but investors should determine whether their employer's plan
imposes a minimum transaction requirement.
    

   
         Investors who are clients of financial advisers should contact their
financial adviser with respect to a proposed investment and then follow the
procedures adopted by the financial adviser for making purchases.  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 or otherwise represented in the portfolios of the Series as described in
this prospectus or in exchange for local currencies in which such 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, or otherwise represented, 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 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 generally be
realized by investors who are subject to federal taxation upon the exchange
depending upon the cost of the securities or local currency exchanged. 
Investors interested in such exchanges should contact the Advisor.  Purchases of
shares will be made in full and fractional shares calculated to three decimal
places.  In the interest of economy and convenience, certificates for shares
will not be issued 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.


                                          17

<PAGE>


         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 or service agent designated under a
401(k) plan 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.  

                                     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 who is a client of a financial adviser 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
advisor for a list of those portfolios of DFAIDG that accept exchanges.  
    

   
     Provided such transactions are permitted under the employer's 401(k) plan,
investors may exchange shares of other Fund portfolios that are offered through
the plan by completing the necessary documentation as required by the service
agent designated under the employer's plan.  Please contact the service agent of
your plan for further information.
    


                                          18

<PAGE>

   
         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, the
exchange privilege may be terminated and 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.
    

   
         With respect to shares held by clients of financial advisers, 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.
    

   
         With respect to shares held under a 401(k) plan, the redemption and
purchase prices of shares redeemed and purchased by exchange, respectively, are
the net asset values next determined after the plan's service agent has received
appropriate instructions in the form required by such service agent.
    

   
         There is no fee imposed on an exchange.  However, the Fund reserves
the right to impose an administrative fee in order to cover the costs incurred
in processing an exchange.  Any such fee will be disclosed in the prospectus. 
An exchange is treated as a redemption and a purchase.  Therefore, an investor
could realize a taxable gain or loss on the transaction.  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 or to the service agent designated
under a 401(k) plan in the form required by such financial adviser or service
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 by PFPC.
    

         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 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

                                          19

<PAGE>

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 January 31, 1996, 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%
              101 Montgomery Street
              San Francisco, CA 94104
    
              U.S. LARGE CAP VALUE PORTFOLIO III
   
              Charles Schwab & Co. Inc.-Cap Gain REIN*               55.96%
              101 Montgomery Street
              San Francisco, CA 94104
    
   
              Charles Schwab & Co. Inc.-All REIN*                    44.04%
              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.


                                          20

<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, National Association
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, LLP
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>

   

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


                          DIMENSIONAL INVESTMENT GROUP INC.
    
            1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401
                              TELEPHONE:  (310) 395-8005

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1996
    
   
         This statement of additional information is not a prospectus but
should be read in conjunction with the prospectus of DFA International Value
Portfolio III and U.S. Large Cap Value Portfolio III (collectively the
"Portfolios") of Dimensional Investment Group Inc. (the "Fund"), dated March 29,
1996, 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 . . . . . . . . . . . . . . . . . . . . . . . . . .   4

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . . .   6

MANAGEMENT OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . .   7

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . .   7

OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

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

<PAGE>

   
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

PRINCIPAL HOLDERS OF SECURITIES  . . . . . . . . . . . . . . . . . . . . .  11

CALCULATION OF PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . .  11

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    


<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 (the "1940 Act") 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
   
    The following table depicts brokerage commissions paid by the Portfolios'
corresponding Series.
    
   
                                BROKERAGE COMMISSIONS
                 FISCAL YEARS ENDED NOVEMBER 30, 1995, 1994 AND 1993
    

   
<TABLE>
<CAPTION>
                                         1995           1994          1993
                                         ----           ----          ----
<S>                                    <C>            <C>            <C>
International Value Series             $542,306       $623,031       $233,355
Large Cap Value Series                  415,802        367,810        134,312
</TABLE>
    

         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

<PAGE>

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.
   
    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.  The
Investment Management Agreement of each Series permits the Advisor knowingly to
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.  No commissions were paid to affiliates or affiliates
of affiliates during fiscal years 1994 and 1995.
    
         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
   
         During the fiscal year 1995, the corresponding Series of the
Portfolios paid commissions for securities transactions to brokers which
provided market price monitoring services, market studies and research services
to the Series as follows:
    

   
<TABLE>
<CAPTION>
                                     Value of               Brokerage
                              Securities Transactions      Commissions
                              -----------------------      -----------
<S>                           <C>                          <C>
International Value Series        $ 34,304,000             $ 85,760
Large Cap Value Series             155,807,866              221,667
Total                             $190,111,866             $307,427
</TABLE>
    

   
         Neither Portfolio will incur any brokerage or other costs in
connection with its purchase or redemption of shares of its 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.")
    


                                          4
<PAGE>

                                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 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;


                                          5
<PAGE>

         (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.
   
         The investment limitations described in (1) and (15) above do not
prohibit each Portfolio from making margin deposits in connection with the
purchase or sale of financial futures contracts and options thereon to the
extent permitted under applicable regulations.
    
         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 DFA
International Value Portfolio III and 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.
   
         Unless otherwise indicated, all limitations applicable to the
Portfolios' and Series' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of a Portfolio's or Series'
assets invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Portfolio's or Series' total assets will not
require a Portfolio or Series to dispose of an investment until the Advisor
determines that it is practicable to sell or close out the investment without
undue market or tax consequences.
    
                                  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


                                          6
<PAGE>

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.  Pursuant to current regulations, a Series will not enter
into futures contract transactions if immediately thereafter, its margin
deposits on open contracts exceed 5% of the market value of its total assets.
In addition, to the extent that a Series invests in futures contracts and
options thereon for other than bona fide hedging purposes, no Series will enter
into such transaction if, immediately thereafter, the sum of the amount of
initial margin deposits and premiums paid for open futures options would exceed
5% of the Series' total assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however, that
in the case of an option that is in-the-money at the time of purchase the 
in-the-money amount may be excluded in calculating the 5%.  Pursuant to 
published positions of the SEC, the Series may be required to maintain 
segregated accounts consisting of liquid assets such as cash, U.S. government 
securities, or other high grade debt obligations (or, as permitted under 
applicable regulation, enter into offsetting positions) in connection with its
futures contract transactions in order to cover its obligations with respect 
to such contracts.
    

         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


                                          7

<PAGE>

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 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*, 49, 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, 48, Director, Chicago, IL.  Leo Melamed
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, 57, Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).
    
   
    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 and President, Ibbotson
Associates, Inc. (software, data, publishing and consulting).
    

                                          8
<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 Public
Director, Chicago Mercantile Exchange.
    
   
         Myron S. Scholes, 54, Director, Greenwich, CT.  Limited Partner, 
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University (on leave).
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.
    
   
    Rex A. Sinquefield, 51, Director*, Chairman-Chief Investment Officer, Santa
Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional Fund
Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, 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., DFA
Australia Pty Limited, DFA Investment Dimensions Group Inc., The DFA Investment
Trust Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets
Fund Inc.
    
   
         Arthur Barlow, 40, Vice President, Santa Monica, CA.
    
   
         Truman Clark, 54, Vice President, Santa Monica, CA.  Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
    
   
         Maureen Connors, 59, Vice President, Santa Monica, CA.
    
   
         Robert Deere, 38, Vice President, Santa Monica, CA.
    
   
         Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
    
   
         Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.
    
   
         David Plecha, 34, Vice President, Santa Monica, CA.
    
   
         George Sands, 40, 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, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.
    
         Cem Severoglu, 32, Vice President, Santa Monica, CA.


                                          9
<PAGE>
   
         Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa
Monica, CA.
    
         Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
   
         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, 1995, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    

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

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

                                  OTHER INFORMATION
   
         For the services it provides as investment advisor to each Portfolio's
corresponding Series, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Series.  For the fiscal year ended
November 30, 1995, the Series paid advisory fees as set forth in the following
table:
    

   
<TABLE>
<CAPTION>
                                                1995
                                              ---------
<S>                                           <C>
International Value Series                    $937,000*
Large Cap Value Series                        $306,000*
</TABLE>
    

   
*The Series has more than one investor; this dollar amount represents the total
 dollar amount of advisory fees paid by the Series to the Advisor.
    
   
         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 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


                                          10

<PAGE>


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 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 the
International Value Series, and PNC Bank, National Association serves as the
custodian for DFA International Value Portfolio III, 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; 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.


                                          11
<PAGE>

         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.


                           PRINCIPAL HOLDERS OF SECURITIES
   
         As of January 31, 1996, 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%
              101 Montgomery Street
              San Francisco, CA 94104

                          U.S. LARGE CAP VALUE PORTFOLIO III

              Charles Schwab & Co. Inc.-Cap Gain REIN*                   55.96%
              101 Montgomery Street
              San Francisco, CA 94104

              Charles Schwab & Co. Inc.-All REIN*                        44.04%
              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
November 30, 1995, using the standardized method of calculation required by the
SEC:
    
   
         DFA International Value Portfolio III             12.16%
         U.S. Large Cap Value Portfolio III                41.14%
    
    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


                                          12

<PAGE>

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:

        n
P(1 + T)  = 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 audited financial statements and financial highlights of 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 November 30,
1995, as set forth in the Fund's annual report to stockholders, and the report
thereon of Coopers & Lybrand L.L.P., independent accountants, also appearing
therein, are incorporated herein by reference.
    

   
         The audited financial statements of the U.S. Large Cap Value Series
and the DFA International Value Series of the Trust for the fiscal year ended
November 30, 1995, as set forth in the Trust's annual report to shareholders,
are incorporated herein by reference.
    

   
    A shareholder may obtain a copy of the reports 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.
    


                                          13

<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 19, 1996*
              (6)  Notes to Financial Statements*

         (b)  EXHIBITS

              (1)  Form of Articles of Restatement
                   (a) Form of Articles Supplementary
              (2)  Form of By-Laws, as amended
                   EACH OF THE ABOVE IS INCORPORATED HEREIN BY REFERENCE TO:
                   Filing:  Post-Effective Amendment No. 12 to the Registration
                   Statement of Registrant on Form N-1A
                   File Nos.:  33-33980 and 811-6067
                   Filing Date:  December 15, 1995
              (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 U.S. Large Cap Value Portfolio
                        II**
                   (v)  Specimen Security of 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**

<PAGE>

                  (ix)  Specimen Security of DFA Five-Year Government Portfolio
                        II**
                   (x)  Specimen Security of RWB/DFA Two-Year Corporate Fixed
                        Income Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                  (xi)  Specimen Security of RWB/DFA Two-Year Government
                        Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                 (xii)  Specimen Security of RWB/DFA U.S. High Book-to-Market
                        Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
              (5)  Investment Advisory Agreement**
              (6)  None
              (7)  None
              (8)  Form of Custodian Agreement with Provident National Bank**
                   (i)  Form of Amendment**
                        (a)  Form of Amendment Number One+
                        (b)  Form of Amendment Number Two+
                        (c)  Form of Amendment Number Three+
                        (d)  Form of Amendment Number Four+
                        (e)  Form of Amendment Number Five+
                        (f)  Form of Amendment Number Six
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:  Post-Effective Amendment No. 12 to the
                             Registration Statement of Registrant on Form N-1A
                             File Nos.:  33-33980 and 811-6067
                             Filing Date:  December 15, 1995
              (9)  (i)  Form of Transfer Agency Agreement with Provident
                        Financial Processing Corporation**
                        (a)  Form of Amendment**
                        (b)  Form of Amendment Number One+
                        (c)  Form of Amendment Number Two+
                        (d)  Form of Amendment Number Three+
                        (e)  Form of Amendment Number Four+


                                         C-2

<PAGE>

                        (f)  Form of Amendment Number Five+
                        (g)  Form of Amendment Number Six
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:  Post-Effective Amendment No. 12 to the
                             Registration Statement of Registrant on Form N-1A
                             File Nos.:  33-33980 and 811-6067
                             Filing Date:  December 15, 1995
                   (ii) Form of Administration and Accounting Services
                        Agreement with Provident Financial Processing
                        Corporation**
                        (a)  Form of Amendment**
                        (b)  Form of Amendment Number One+
                        (c)  Form of Amendment Number Two+
                        (d)  Form of Amendment Number Three+
                        (e)  Form of Amendment Number Four+
                        (f)  Form of Amendment Number Five+
                        (g)  Form of Amendment Number Six
                             INCORPORATED HEREIN BY REFERENCE TO:
                             Filing:  Post-Effective Amendment No. 12 to the
                             Registration Statement of Registrant on Form N-1A
                             File Nos.:  33-33980 and 811-6067
                             Filing Date:  December 15, 1995
                 (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 U.S. Large Cap
                        Value Portfolio II**
                   (x)  Form of Administration Agreement re 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**


                                         C-3

<PAGE>

                  (xv)  Form of Administration Agreement re RWB/DFA Two-Year
                        Corporate Fixed Income Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                 (xvi)  Form of Administration Agreement re RWB/DFA Two-Year
                        Government Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                (xvii)  Form of Administration Agreement re RWB/DFA U.S. High
                        Book to Market Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
               (xviii)  Form of Client Service Agent Agreement re RWB/DFA
                        Two-Year Corporate Fixed Income Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                (xix)   Form of Client Service Agent Agreement re RWB/DFA
                        Two-Year Government Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995
                  (xx)  Form of Client Service Agent Agreement re RWB/DFA U.S.
                        High Book to Market Portfolio
                        INCORPORATED HEREIN BY REFERENCE TO:
                        Filing:  Post-Effective Amendment No. 12 to the
                        Registration Statement of Registrant on Form N-1A
                        File Nos.:  33-33980 and 811-6067
                        Filing Date:  December 15, 1995




                                         C-4

<PAGE>

              (10) Opinion of counsel - filed with Registrant's Rule 24f-2
                   Notice on January 29, 1996.
              (11) Consent of Coopers & Lybrand L.L.P.
              (12) Not applicable
              (13) Form of Subscription Agreement under Section 14(a)(3) of
                   Investment Company Act of 1940**
              (14) None
              (15) None
              (16) Not applicable
              (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 of the Registrant, except RWB/DFA Two-Year
Corporate Fixed Income Portfolio, RWB/DFA Two-Year Government Portfolio and
RWB/DFA U.S. High Book to Market Portfolio, the audited financial statements
were filed electronically via the EDGAR system on January 31, 1996 with the
Securities and Exchange Commission (the "SEC") as DIMENSIONAL INVESTMENT GROUP
INC. Annual Report to Shareholders for the period ended November 30, 1995
("Annual Report") pursuant to Rule 30b2-1 under the Investment Company Act of
1940 (the "1940 Act") 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.

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

    +To be filed by amendment.

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

         None


                                         C-5

<PAGE>

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

<TABLE>
<CAPTION>

               (1)                           (2)

          Title of Class           Number of Record Holders
         (Par Value $.01)           as of February 29, 1996
         ----------------          ------------------------

    <S>                            <C>
    The DFA 6-10 Institutional
    Portfolio                                  2

    The DFA International Value
    Portfolio                                 74

    DFA International Value
    Portfolio II                               1

    U.S. Large Cap Value
    Portfolio II                               1

    U.S. Small Cap Value
    Portfolio II                               1

    DFA One-Year Fixed Income
    Portfolio II                               4

    DFA International Value
    Portfolio III                              1

    U.S. Large Cap Value
    Portfolio III                              2

</TABLE>

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.


                                         C-6

<PAGE>

              (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 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


                                         C-7

<PAGE>

         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.

         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., Joint Chief
         Executive of Schroder International Management Ltd. and a Director of
         DFA Securities 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
         Companyand Chairman, Chief Executive Officer and Director of DFA
         Investment Advisors Ltd.

         Lloyd Stockel, a Director of the Advisor, is a private investor and a
         retired general partner of Goldman Sachs & Co.


                                         C-8

<PAGE>

         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.

         Truman Clark, Vice President.  Mr. Clark was a consultant until
         October 1995 and Principal and Manager of Product Development, Wells
         Fargo Nikko Investment Advisors, San Francisco, CA from 1990-1994.

         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.  Mr. Sands was a Managing Director of
         Asset Strategy Consulting in Los Angeles, CA from March 1991 to August
         1992 and a Vice President of Wilshire Associates in Santa Monica, CA
         from 1985 to February 1991.

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

         Cem Severoglu, Vice President.

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

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

         Daniel Wheeler, Marketing Officer, Santa Monica, CA.

         David Schneider, Marketing Officer, Santa Monica, CA.

         Lawrence Spieth, Marketing Officer, Santa Monica, CA.

ITEM 29.  PRINCIPAL UNDERWRITERS

         (a)  None.


                                         C-9

<PAGE>

         (b)  Registrant distributes its own shares.  It has entered into an
              agreement, previously 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.  This agreement is
              subject to the requirements of Section 15(b) of the Investment
              Company Act of 1940.

         (c)  Not applicable.

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)  The Registrant hereby undertakes to file a post-effective
              amendment, using financial statements for RWB/DFA Two-Year
              Corporate Fixed Income Portfolio, RWB/DFA Two-Year Government
              Portfolio and RWB/DFA U.S. High Book to Market Portfolio, which
              need not be certified, within four to six months from the
              effective date of the Registration Statement which includes
              RWB/DFA Two-Year Corporate Fixed Income Portfolio, RWB/DFA
              Two-Year Government Portfolio and RWB/DFA U.S. High Book to
              Market Portfolio.

         (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-10

<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 of
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. 13 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 27th day of March, 1996.

                        DIMENSIONAL INVESTMENT 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. 13 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

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

                                 Director and
David G. Booth*                  Chairman-Chief             March 27, 1996
- -------------------------        Executive Officer
David G. Booth

                                 Director and
Rex A. Sinquefield*              Chairman-Chief             March 27, 1996
- -------------------------        Investment Officer
Rex A. Sinquefield

                                 Chief Financial
Michael T. Scardina*             Officer, Treasurer         March 27, 1996
- -------------------------        and Vice President
Michael T. Scardina

George M. Constantinides*        Director                   March 27, 1996
- -------------------------
George M. Constantinides

John P. Gould*                   Director                   March 27, 1996
- -------------------------
John P. Gould

Roger G. Ibbotson*               Director                   March 27, 1996
- -------------------------
Roger G. Ibbotson

Merton H. Miller*                Director                   March 27, 1996
- -------------------------
Merton H. Miller

Myron S. Scholes*                Director                   March 27, 1996
- -------------------------
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-11

<PAGE>

                                      SIGNATURES

    The DFA Investment Trust Company consents to the filing of this Amendment
to the Registration Statement of Dimensional Investment Group Inc. which is
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Monica and State of California on the
27th day of March, 1996.

                        THE DFA INVESTMENT TRUST COMPANY

                        By:  David G. Booth*
                             -------------------------------
                             David G. Booth
                             President and
                             Chairman-Chief Executive Officer

The undersigned Trustees and Principal Officers of The DFA Investment Trust
Company consent to the filing of this Amendment to the Registration Statement of
Dimensional Investment Group Inc. on the dates indicated.

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

                                  Trustee and
David G. Booth*                   Chairman-Chief           March 27, 1996
- -------------------------         Executive Officer
David G. Booth

                                  Trustee and
Rex A. Sinquefield*               Chairman-Chief           March 27, 1996
- -------------------------         Investment Officer
Rex A. Sinquefield

                                  Chief Financial
Michael T. Scardina*              Officer, Controller,     March 27, 1996
- -------------------------         Treasurer and
Michael T. Scardina               Vice President

George M. Constantinides*         Trustee                  March 27, 1996
- -------------------------
George M. Constantinides

John P. Gould*                    Trustee                  March 27, 1996
- -------------------------
John P. Gould

Roger G. Ibbotson*                 Trustee                  March 27, 1996
- -------------------------
Roger G. Ibbotson

Merton H. Miller*                  Trustee                  March 27, 1996
- -------------------------
Merton H. Miller

Myron S. Scholes*                  Trustee                  March 27, 1996
- -------------------------
Myron S. Scholes

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

(Pursuant to Power of Attorney filed as Exhibit 17 to this Post-Effective
Amendment No. 13 to the Registration Statement of Dimensional Investment Group
Inc.)


                                         C-12

<PAGE>

                                    EXHIBIT INDEX

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

99.1                         Power of Attorney of Trustees of The DFA
                             Investment Trust Company

99.B11                       Consent of Coopers & Lybrand L.L.P.

27.1                         Financial Data Schedules
    



<PAGE>


                           THE DFA INVESTMENT TRUST COMPANY

                                  POWER OF ATTORNEY

         The undersigned officers and trustees of THE DFA INVESTMENT TRUST
COMPANY (the "Fund") hereby appoint DAVID G. BOOTH, REX A. SINQUEFIELD, MICHAEL
T. SCARDINA, IRENE R. DIAMANT AND STEPHEN W. KLINE, ESQUIRE (with full power to
any of them to act) as attorney-in-fact and agent, in all capacities, to
execute, and to file any of the documents referred to below relating to a
Registration Statement under the Securities Act of 1933 and/or the Investment
Company Act of 1940, including any and all amendments thereto, covering the
registration of any registered investment company for which any Series of the
Fund serves as a master fund in a master fund-feeder fund structure, including
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority.  Each of the undersigned grants to each of said
attorneys full authority to do every act necessary to be done in order to
effectuate the same as fully, to all intents and purposes, as he could do if
personally present, thereby ratifying all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.

         The undersigned officers and trustees hereby execute this Power of
Attorney as of the 20th day of December, 1995.


/s/ David G. Booth                /s/ Rex A. Sinquefield
- ------------------------------    -----------------------------
David G. Booth,                   Rex A. Sinquefield, Chairman-
Chairman-Chief Executive          Chief Investment Officer and
Officer, President and Trustee    Trustee



/s/ George M. Constantinides      /s/ John P. Gould
- ------------------------------    ------------------------------
George M. Constantinides,         John P. Gould, Trustee
Trustee



/s/ Roger G. Ibbotson             /s/ Merton H. Miller
- ------------------------------    ------------------------------
Roger G. Ibbotson, Trustee        Merton H. Miller, Trustee



/s/ Myron S. Scholes              /s/ Michael T. Scardina
- ------------------------------    ------------------------------
Myron S. Scholes, Trustee         Michael T. Scardina, Chief
                                  Financial Officer, Treasurer
                                  and Vice President



<PAGE>


                        CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 13 to the Registration Statement on Form N-1A (File No. 33-33980) under the
Securities Act of 1933 of Dimensional Investment Group Inc. of our report dated
January 19, 1996 on our audit of the financial statements and financial
highlights of Dimensional Investment Group Inc. and The DFA Investment Trust
Company as of November 30, 1995 and for each of the periods in the period then
ended.

We also consent to the reference to our Firm under the caption "Financial
Statements" in the Statement of Additional Information.


COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 28, 1996


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   <NAME> DFA ONE-YEAR FIXED INCOME PORTFOLIO II
       
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