DIMENSIONAL INVESTMENT GROUP INC/, 497, 1996-07-01

DIMENSIONAL INVESTMENT GROUP INC/
497, 1996-07-01

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PROSPECTUS

MARCH 29, 1996

AS SUPPLEMENTED JULY 1, 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.

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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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

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

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

(i)

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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

After the end of the Portfolio's fiscal year in November, the Portfolio
distributes dividends from its net investment income and any realized net
capital gains annually in December. (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.")

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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, restated
to reflect current fees, waivers and arrangements to assume expenses.

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) 0.65%
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 at the annual rate of .10% 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
------ ------- ------- --------
$8 $24 $42 $93

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.

From July 1, 1994 through June 30, 1996, the Advisor waived its
administration fee with respect to the Portfolio and assumed expenses of the
Portfolio to the extent necessary to keep the cumulative annual expenses of the
Portfolio to not more than .96% of its average net assets on an annualized
basis. Absent the Advisor's waiver of the administration fee and assumption of
expenses, the ratio of expenses to average net assets for the Portfolio for the
fiscal year ending November 30, 1995 would have been 2.35%. Beginning on July
1, 1996, the Advisor is waiving its administration fee with respect to the
Portfolio and, to the extent that such waiver is

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insufficient, is assuming expenses of the Portfolio to the extent necessary to
keep the cumulative annual expenses to not more than .75% of the average net
assets of the Portfolio on an annualized basis. For purposes of this waiver and
assumption, annualized expenses are those expenses incurred in any period
commencing on or after July 1, 1996, consisting of twelve consecutive months.
The Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees and the assumption of expenses of the Portfolio
in the future. If the Advisor modifies or eliminates the fee waiver or
assumption, 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 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 . . . . . . . . . . . . . . . . . . . . . . . 0.17 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
#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.

<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 shares and the investment objective of the
Series may not be changed without the affirmative vote of a majority of its
outstanding shares. 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.

<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

<PAGE>

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 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.

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 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 as long as it
holds only shares of the Series, it will not do so.

RISK FACTORS

BORROWING

<PAGE>

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 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.

<PAGE>

Securities transactions are placed with a view to obtaining the best price
and execution of such transactions. The Advisor is authorized to pay a higher
commission to a broker, dealer or exchange member than another such organization
might charge if it determines, in good faith, that the commission paid is
reasonable in relation to the research or brokerage services provided by such
organization.

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
assumption 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 $17 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 53% 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. Effective July 1, 1996,
the annual fee paid monthly by the Portfolio to the Advisor for administrative
services was reduced from .15% of the Portfolio's average monthly net assets to
.01% of the Portfolio's average monthly net assets. Beginning July 1, 1996, the
Advisor is waiving its fee under the Administration Agreement and, to the extent
that such waiver is insufficient, is assuming expenses of the Portfolio to the
extent necessary to keep the cumulative annual expenses to not more than .75% 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 and assumption of expenses in the future.

<PAGE>

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 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. Effective on or about July 1, 1996, the
fee paid by the Portfolio to the Shareholder Services Agent will be reduced from
the annual rate of .25% of the aggregate daily value of all shares held in an
account maintained by such Shareholder Services Agent, paid on a monthly basis,
to .10%.

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 and
any realized net capital gains annually in December after the close of the
Fund's fiscal year on November 30. 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 December to shareholders of record 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.

<PAGE>

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, 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.

<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. 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.

<PAGE>

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 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.

<PAGE>

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

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

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

Accounting 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>

PROSPECTUS

MARCH 29, 1996

AS SUPPLEMENTED JULY 1, 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.

_________________

<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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 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

PAGE
DIVIDEND POLICY 9

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.")

<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, restated
to reflect current fees, waivers and arrangements to assume expenses.

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

Management Fee 0.20%
Administration Fee (after voluntary fee waiver) 0.00%
Other Expenses (after reimbursement) 0.55%
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 at the annual rate of .10% 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
------ ------- ------- --------
$8 $24 $42 $93

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

<PAGE>

Portfolio for the fiscal year ending November 30, 1995 would have been 1.50%.
Beginning on July 1, 1996, the Advisor is waiving its administration fee with
respect to the Portfolio and, to the extent that such waiver is insufficient, is
assuming expenses of the Portfolio to the extent necessary to keep the
cumulative annual expenses to not more than .75% of the average net assets of
the Portfolio on an annualized basis. For purposes of this waiver and
assumption, the annualized expenses are those expenses incurred in any period
commencing on or after July 1, 1996, consisting of twelve consecutive months.
The Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees and the assumption of expenses of the Portfolio
in the future. If the Advisor modifies or eliminates the fee waiver or
assumption, such change will be set forth in the prospectus.

CONDENSED FINANCIAL INFORMATION

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
(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.

<PAGE>

SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE

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.

<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.

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

<PAGE>

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 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.

PORTFOLIO TRANSACTIONS

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 33 1/2% 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.

<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

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

<PAGE>

MANAGEMENT OF THE PORTFOLIO

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
assumption 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 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

<PAGE>

from .30% of the Portfolio's average monthly net assets to .01% of the
Portfolio's average monthly net assets. Beginning July 1, 1996, the Advisor is
waiving its fee under the Administration Agreement and, to the extent that such
waiver is insufficient, is assuming expenses of the Portfolio to the extent
necessary to keep the cumulative annual expenses to not more than .75% 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 and assumption of expenses 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. Effective on or about July
1, 1996, the fee paid by the Portfolio to the Shareholder Services Agent will be
reduced from the annual rate of .25% of the aggregate daily value of all shares
held in an account maintained by such Shareholder Services Agent, paid on a
monthly basis, to .10%.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

<PAGE>

PURCHASE OF SHARES

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 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.

<PAGE>

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.

DISTRIBUTION

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.

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

<PAGE>

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 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.

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

<PAGE>

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

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

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

Accounting Service and Dividend Disbursing Agent
- ------------------------------------------------
PFPC INC.
400 Bellevue Parkway
Wilmington, DE 19809

Legal Counsel
- -------------
STRADLEY, RONON, STEVENS & YOUNG, 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>

PROSPECTUS

MARCH 29, 1996

AS SUPPLEMENTED JULY 1, 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.

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

<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

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 PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . 8

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

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

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

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

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

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

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

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

(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 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 6

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 8

PAGE
DIVIDEND POLICY 9

PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES 10

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

None*

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

Management Fee 0.20%
Administration Fee (after voluntary fee waivers) 0.00%
Other Expenses (after reimbursements) 0.55%
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 at the annual rate of .10% 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

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

$8 $24 $42 $93

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. From July 1, 1994 through June 30, 1996,
the Advisor waived its administration fee with respect to the Portfolio and
assumed the expenses of 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.

<PAGE>

Absent the Advisor's waiver of the administration fee and assumption of
expenses, the ratio of expenses to average net assets for the Portfolio for the
fiscal year ending November 30, 1995 would have been 1.48%. Beginning on July
1, 1996, the Advisor is waiving its administration fee with respect to the
Portfolio and, to the extent that such waiver is insufficient, is assuming
expenses of the Portfolio to the extent necessary to keep the cumulative annual
expenses to not more than .75% of the average net assets of the Portfolio on an
annualized basis. For purposes of this waiver and assumption, the annualized
expenses are those expenses incurred in any period commencing on or after July
1, 1996, consisting of twelve consecutive months. The Advisor retains the right
in its sole discretion to modify or eliminate the waivers of a portion of its
fees or its assumption of expenses of the Portfolio in the future. If the
Advisor modifies or eliminates the fee waivers or assumption, such change will
be set forth in the prospectus.

CONDENSED FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

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 . . . . . . . . . . . . . . . . . . . . . 0.13 0.06
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.

<PAGE>

SPECIAL INFORMATION ABOUT THE PORTFOLIO'S STRUCTURE

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.

<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.

<PAGE>

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.

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

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.

<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

REPURCHASE AGREEMENTS

FUTURES CONTRACTS AND OPTIONS ON FUTURES

<PAGE>

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

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 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.)

<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. Effective July 1, 1996, the annual fee
paid monthly by the Portfolio to the Advisor for administrative services was
reduced from .20% of the average monthly net assets of the Portfolio to .01% of
the Portfolio's average monthly net assets. Also beginning July 1, 1996, the
Advisor is waiving its fee under the Administration Agreement for the Portfolio
and, to the extent that such waiver, is insufficient, is assuming expenses of
the Portfolio to the extent necessary to keep its cumulative annual expenses to
not more than .75% 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 and assumption of expenses 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. Effective on or about July 1, 1996, the
fee paid by the Portfolio to the Shareholder Services Agent will be reduced from
the annual rate of .25% of the aggregate daily value of all shares held in an
account maintained by such Shareholder Services Agent, paid on a monthly basis,
to .10%.

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 and
any realized net capital gains annually in December after the close of the
Fund's fiscal year on November 30. The Series also intends to qualify as a
regulated investment company under the Code.

<PAGE>

distributions made by the Portfolio will qualify for the corporate dividends
received deduction because of the Series' investment in foreign equity
securities.

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.

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.

<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.

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

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.

<PAGE>

REDEMPTION OF SHARES

GENERAL INFORMATION

<PAGE>

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

<PAGE>

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

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

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

Accounting 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