DIMENSIONAL INVESTMENT GROUP INC/, 485APOS, 1999-01-28

DIMENSIONAL INVESTMENT GROUP INC/
485APOS, 1999-01-28

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<PAGE>

As filed with the U.S. Securities and Exchange Commission on January 28, 1999

File No. 33-33980
File No. 811-6067

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 23 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 24 [X]

(Check appropriate box or boxes.)

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

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

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

Irene R. Diamant, Vice President and Secretary
DFA Investment Dimensions Group Inc.,
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Please send copies of all communications to:

Stephen W. Kline, Esquire
Stradley, Ronon, Stevens & Young, LLP
Great Valley Corporate Center
30 Valley Stream Parkway
Malvern, PA 19355, (610) 640-5801

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

immediately upon filing pursuant to paragraph (b).
- ---
on (date) pursuant to paragraph (b)
- ---
X 60 days after filing pursuant to paragraph (a)(1)
- ---
on (date) pursuant to paragraph (a)(1)
- ---
75 days after filing pursuant to paragraph (a)(2)
- ---
on (date) pursuant to paragraph (a)(2) of Rule 485.
- ---

If appropriate, check the following box:

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

<PAGE>

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

Title of Securities Being Registered

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

The DFA 6-10 Institutional Portfolio
U.S. Large Cap Value Portfolio II
DFA International Value Portfolio II
U.S. 6-10 Value Portfolio II
U.S. Large Cap Value Portfolio III
Tax-Managed U.S. Marketwide Value Portfolio II
DFA International Value Portfolio III
DFA International Value Portfolio IV
Emerging Markets Portfolio II
<PAGE>

PROSPECTUS
March ___, 1999
PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

[DFA Logo]

DIMENSIONAL INVESTMENT GROUP INC.
The mutual fund described in this Prospectus offers a variety of
investment portfolios. The listed Portfolio:
-Has its own investment objective and policies, and is the equivalent of a
separate mutual fund. -Is generally only available to institutional
investors, retirement plans and clients of registered investment
advisors. -Does not charge a sales commission or "load". -Costs less to
own than most mutual funds. -Is designed for long-term investors.
-Requires a minimum initial purchase of $5 million.

THE DFA 6-10 INSTITUTIONAL PORTFOLIO

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") DOES NOT DECIDE
WHETHER ANY MUTUAL FUND, INCLUDING THIS ONE
(AND ITS PORTFOLIO), ARE GOOD INVESTMENTS. RATHER, THE SEC TRIES TO
MAKE SURE, BUT CANNOT GUARANTEE, THAT MUTUAL FUNDS DISCLOSE IMPORTANT
FACTS TO INVESTORS. IT IS ILLEGAL TO CLAIM OTHERWISE.

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
RISK/RETURN SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

More About the Portfolio. . . . . . . . . . . . . . . . . . . . . . . . 3
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Objective, Strategy and Risks. . . . . . . . . . . . . . . . 4
Other Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk and Return Bar Chart and Table . . . . . . . . . . . . . . . . . . 4

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ANNUAL FUND OPERATING EXPENSES** . . . . . . . . . . . . . . . . . . . . . . 5

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Management and Administrative Services. . . . . . . . . . . . . . . . . 6
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purchase, Valuation and Redemption of Shares. . . . . . . . . . . . . . 6

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . 7

Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Deviation from Market Capitalization Weighting. . . . . . . . . . . . . 7
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 8

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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

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

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

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

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

Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . .11

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

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

Redemption Procedure. . . . . . . . . . . . . . . . . . . . . . . . . .13
Redemption of Small Accounts. . . . . . . . . . . . . . . . . . . . . .13
In-Kind Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . .13

THE FEEDER PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
</TABLE>

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<PAGE>

RISK/RETURN SUMMARY

MORE ABOUT THE PORTFOLIO

THE PORTFOLIO HAS A SPECIAL STRUCTURE: The Portfolio is a "Feeder Portfolio"
- -- a portfolio that does not buy individual securities directly. Instead, it
invests in a corresponding mutual fund, or "Master Fund", that in turn
purchases stocks, and other securities.

POSSIBLE COMPLICATIONS: Designed to reduce costs, the Master-Feeder structure
is relatively new and more complex. As a result, the Portfolio might encounter
operational or other complications.

[LOGO] The Master Fund buys securities directly. The Portfolio invests in the
Master Fund's shares. The two have the same gross investment returns.

MANAGEMENT

EQUITY INVESTMENT APPROACH:

Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for
the Master Fund. (A Feeder Portfolio does not need an investment manager.)
It is also the administrator for the Portfolio and Master Fund. The Advisor has
provided institutional investors with investment management services since 1981,
and manages about $28 billion [UPDATE AT MARCH FILING].

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., small company stocks) selection, not stock picking.
It places priority on limiting expenses, portfolio turnover, and trading costs.
Many other investment managers concentrate on reacting to price movements and
choosing individual securities.

NO MARKET TIMING OR STOCK PICKING: In contrast to some other managers, the
Advisor does not take defensive positions in anticipation of negative investment
conditions, or try to pick potentially outperforming securities.

PORTFOLIO CONSTRUCTION: Generally, the Advisor structures a portfolio by:

1. Selecting a starting universe of securities (for example, all publicly
traded U.S. common stocks).

2. Creating a sub-set of companies meeting investment guidelines.

3. Excluding certain companies after analyzing various factors (for example,
solvency).

4. Purchasing stocks so the portfolio is generally market cap weighted.

MARKET RISK: Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer specific events will cause securities owned by
the Portfolio, and consequently the Portfolio itself, to rise or fall in value.

[LOGO] MARKET CAPITALIZATION means the number of shares of a company's stock
outstanding times price per share.

[LOGO] MARKET CAPITALIZATION WEIGHTED means the amount of a stock in an index or
portfolio is keyed to that stock's market capitalization compared to all
eligible stocks. The higher the stock's relative market cap, the greater its
representation.

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<PAGE>

INVESTMENT OBJECTIVE, STRATEGY AND RISKS

- INVESTMENT OBJECTIVE: Long-term capital appreciation.

- INVESTMENT STRATEGY: Purchase shares of a Master Fund which buys
stocks of small United States companies on a market capitalization
weighted basis.

SMALL COMPANY RISK: Securities of small firms are often less liquid than
those of large companies. As a result, small company stocks may fluctuate
relatively more in price.

OTHER RISKS

SECURITIES LENDING:

The Master Fund purchased by the Portfolio may lend its portfolio securities to
generate additional income. If it does so, it will use various strategies (for
example, only making fully collateralized and bank guaranteed loans) to reduce
related risks.

YEAR 2000 ISSUE:

Unless modified, many computer programs will not properly process information
from the year 2000 on. The Advisor has taken steps to ensure that its computers
and those of Portfolio and Master Fund service providers (e.g., custodians) will
operate properly. The Portfolio and Master Fund may be negatively affected if
the Advisor's efforts prove inadequate, and/or year 2000 problems hurt economic
conditions generally.

Risk and Return Bar Chart and Table

The Bar Chart and Table below illustrate the risk/return history of the
Portfolio. Shown are changes in performance from year to year, and how
annualized 1 year, 5 year and since inception returns compare with those of a
broad measure of market performance. Past performance is not an indication of
future results.

[THE BAR CHART AND TABLE WILL BE UPDATED IN MARCH]

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<PAGE>

DFA 6-10 INSTITUTIONAL PORTFOLIO

[BAR GRAPH]

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TOTAL RETURNS (%) -1.03 30.51 18.12 24.51 -5.26
</TABLE>

<TABLE>
<CAPTION>
JUNE 1983-DECEMBER 1998
-----------------------
HIGHEST QUARTER LOWEST QUARTER
--------------- --------------
<S> <C>
18.39 (7/97-9/97) -22.04 (7/98-9/98)
</TABLE>

<TABLE>
<CAPTION>
PERIODS ENDING DECEMBER 31, 1998
--------------------------------
ONE FIVE SINCE 6/93
ANNUALIZED RETURNS (%) YEAR YEARS INCEPTION
--------------------------------------------------------------------------
<S> <C> <C> <C>
DFA 6-10 INSTITUTIONAL PORTFOLIO -5.26 12.47 12.83

RUSSELL 2000 INDEX -2.56 11.88 12.89
- --------------------------------------------------------------------------------
</TABLE>

FEES AND EXPENSES

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

* 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.

ANNUAL FUND OPERATING EXPENSES**
(expenses that are deducted from Portfolio assets)

The expenses in the following tables are based on those incurred by the
Portfolio and the Master Fund for the fiscal year ended November 30, 1998.

[EXPENSES WILL BE UPDATED IN MARCH]

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<PAGE>

<TABLE>
<S> <C>
Management Fee 0.03%
Administration Fee 0.07%
Other Expenses 0.30%
Total Operating Expenses 0.40%***
</TABLE>

** The "Management Fee" is payable by the Master Fund, 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 Master Fund and the Portfolio.

*** Beginning November 30, 1993, the Advisor agreed to waive its administration
fee and to reimburse expenses of the Portfolio to the extent necessary to
keep the cumulative annual expenses to not more than 0.20% of the average
net assets of the Portfolio on an annualized basis. [After the Advisor's
fee waiver and assumption of expenses, the actual Total Operating Expenses
were 0.20%.] For purposes of this waiver and assumption of expenses, the
annual expenses are those expenses incurred in any period consisting of
twelve consecutive months. The Advisor retains the right in its sole
discretion to change or eliminate such waiver in the future. Such change
will be set forth in the prospectus.

EXAMPLE

This Example is meant to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each
year and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

[EXAMPLE WILL BE UPDATED IN MARCH]

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>

$___ $___ $___ $___
</TABLE>

The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Master Fund.

HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the
Portfolio with administrative services and also serves as investment advisor to
the Master Fund. (See "MANAGEMENT OF THE PORTFOLIO.")

DIVIDEND POLICY

The Portfolio distributes substantially all of its net investment income
and any net realized capital gains in December of each year. (See "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

6
<PAGE>

PURCHASE, VALUATION AND REDEMPTION OF SHARES

The shares of the Portfolio are offered at net asset value, which is
calculated as of the close of the New York Stock Exchange ("NYSE") on each day
that the NYSE is open for business. The minimum initial purchase requirement
for the Portfolio's shares is $5,000,000. There is no minimum purchase
requirement for subsequent purchases. The value of the Portfolio's shares will
fluctuate in relation to the investment experience of the Master Fund. 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.")

INVESTMENT OBJECTIVE 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 U.S. 6-10 Small Company Series of the Trust (the "Master Fund"),
which has the same investment objective and policies as the Portfolio. The
Master Fund invests in securities of small U.S. companies generally having
readily marketable securities. Company size will be determined for purposes of
the Master Fund solely on the basis of a company's market capitalization.
"Market capitalization" will be calculated by multiplying the price of a
company's stock by the number of its shares of common stock. The Advisor
believes that over the long term the investment performance of small companies
in the U.S. is superior to that of large companies. Institutional investors
which, for a variety of reasons, may choose not to make substantial, or any,
direct investment in companies whose securities will be held by the Master Fund,
may participate indirectly in the investment performance of these companies
through ownership of the Portfolio's stock.

PORTFOLIO STRUCTURE

Any reference in this prospectus to a "small U.S. company" means a
company whose securities are traded in the U.S. securities markets and whose
market capitalization is not larger than the largest of those in the smaller
one half (deciles 6 through 10) of companies listed on the NYSE. The Master
Fund will purchase common stocks of companies whose shares are listed on the
NYSE, the American Stock Exchange (the "AMEX") and traded in the
over-the-counter market ("OTC"). The Master Fund may invest in securities
of foreign issuers which are traded in the U.S. securities markets, but such
investments may not exceed 5% of the gross assets of the Master Fund. It is
the intention of the Master Fund to acquire a portion of the common stock of
each eligible NYSE, AMEX and OTC company on a market capitalization weighted
basis. In the future, the Master Fund may purchase common stocks of small
U.S. companies which are listed on other U.S. securities exchanges. In
addition, the Master Fund 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 Master
Fund's total assets at the time of purchase.

The Master Fund is market capitalization weighted. That is, each security
is generally purchased based on the issuer's relative market capitalization. In
this way, the amount of a particular security owned by the Master Fund is keyed
to that security's market capitalization compared to all securities eligible for
purchase. The decision to include or exclude the shares of an issuer will be
made on the basis of such issuer's relative market capitalization determined by
reference to other companies located in the United States. It is management's
belief that the stocks of small companies offer, over a long term, a prudent
opportunity for capital appreciation, but, at the same time, selecting a limited
number of such issues for inclusion in the Master Fund involves greater risk
than including a large number of them. The Master Fund intends to invest at
least 80% of its assets in equity securities of U.S. small companies.

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

Even though a company's stock may meet the market capitalization criterion,
it may not be purchased if (i) in the Advisor's judgment, the issuer is in
extreme financial difficulty, (ii) the issuer is involved in a merger or

7
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consolidation or is the subject of an acquisition or (iii) a significant portion
of the issuer's securities are closely held. Further, securities of real estate
investment trusts will not be acquired (except as a part of a merger,
consolidation or acquisition of assets). In addition, the Advisor may exclude
the stock of a company that otherwise meets the market capitalization criterion
if the Advisor determines in its best judgment that other conditions exist that
make the purchase of such stock for the Master Fund inappropriate.

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

The Master Fund may make block purchases of eligible securities at
opportune prices even though such purchases exceed the number of shares which,
at the time of purchase, strict adherence to the policy of market capitalization
weighting would otherwise require. In addition, the Master Fund may acquire
securities eligible for purchase or otherwise represented in its portfolio at
the time of the exchange in exchange for the issuance of its shares. (See
"In-Kind Purchases.") While such transactions might cause a temporary
deviation from market capitalization weighting, they would ordinarily be made in
anticipation of further growth of the assets of the Master Fund.

Changes in composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase by the Master Fund
take place with every trade when the securities markets are open for trading
due, primarily, to price fluctuations of such securities. On a not less than
semi-annual basis, the Advisor will determine the market capitalization of the
largest small company in which the Master Fund may invest. Common stocks whose
market capitalizations are not greater than such company will be purchased for
the Master Fund. Additional investments generally will not be made in
securities which have appreciated in value sufficiently to be excluded from the
Advisor's then current market capitalization limit for eligible portfolio
securities. This may result in further deviation from strict market
capitalization weighting and such deviation could be substantial if a
significant amount of the Master Fund's holdings increase in value sufficiently
to be excluded from the limit for eligible securities, but not by a sufficient
amount to warrant their sale. A further deviation from market capitalization
may occur if the Master Fund invests a portion of its assets in privately placed
convertible debentures.

PORTFOLIO TRANSACTIONS

On a periodic basis, the Advisor will review the Master Fund's holdings and
determine which, at the time of such review, are no longer considered small U.S.
companies. Securities which have depreciated in value since their acquisition
will not be sold by the Master Fund solely because prospects for the issuer are
not considered attractive or due to an expected or realized decline in
securities prices in general. Securities, including those eligible for
purchase, may be disposed of, however, at any time when, in the Advisor's
judgment, circumstances, including (but not limited to) tender offers, mergers
and similar transactions, or bids made for block purchases at opportune prices,
warrant their sale. Generally, securities will not be sold to realize
short-term profits, but, when circumstances warrant, they may be sold without
regard to the length of time held. Generally, securities will be purchased with
the expectation that they will be held for longer than one year and will be held
until such time as they are no longer considered an appropriate holding in light
of the policy of maintaining portfolios of companies with small market
capitalizations.

SECURITIES LOANS

8
<PAGE>

Master Fund 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
Master Fund will be able to terminate the loan at any time and will receive
reasonable compensation 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 Master Fund 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. However, as long as it holds only shares of the
Master Fund, it will not do so.

MANAGEMENT OF THE PORTFOLIO

The Advisor serves as investment advisor to the Master Fund. As such, it
is responsible for the management of its assets. Investment decisions for the
Master Fund 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 Master Fund with a
trading department and selects brokers and dealers to effect securities
transactions.

Securities transactions are placed with a view to obtaining the best price
and execution. Subject to this goal, such transactions may be placed with
brokers which have assisted in the sale of the Portfolio's shares. The Advisor
is authorized to pay a higher commission to a broker, dealer or exchange member
than another such organization might charge if it determines, in good faith,
that the commission paid is reasonable in relation to the research or brokerage
services provided by such organization.

For the advisory fees the Portfolio has incurred for the fiscal year ended
November 30, 1998, see "ANNUAL FUND OPERATING EXPENSES." 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 $28 billion.

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

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

The Portfolio distributes substantially all net investment income together
with any net realized capital gains in December of each year.

Shareholders of the Portfolio will automatically receive all income
dividends and any capital gains distributions in additional shares of the
Portfolio at net asset value (as of the business date following the dividend
record date), unless upon written notice to PFPC Inc., the Portfolio's transfer
agent, the shareholder selects one of the following options:

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

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

9
<PAGE>

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

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. The portion of dividends so qualified
depends on the aggregate qualifying dividend income received by the Master Fund
from domestic (U.S.) sources.

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

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

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

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions from the Portfolio and on gains arising on
redemption or exchange of Portfolio shares.

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 the statement of additional
information. Prospective investors should also consult their own tax advisers
concerning the federal, state, local or foreign tax consequences of an
investment in the Portfolio.

PURCHASE OF SHARES

Investors may purchase shares of the Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment. All
investments are subject to approval of the Advisor, and all investors must
complete and submit an Account Registration Form.

The minimum initial purchase requirement for the Portfolio's shares is
$5,000,000. Once the minimum purchase requirement is satisfied, further
investments in the Portfolio are not subject to any minimum purchase
requirement. The Fund reserves the right to reduce or waive the minimum
investment requirement, to reject any initial or additional investment and to
suspend the offering of shares of the Portfolio.

Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the

10
<PAGE>

proposed investment, then requesting the bank to transmit immediately available
funds (Federal Funds) by wire to the custodian, for the account of Dimensional
Investment Group Inc. (The DFA 6-10 Institutional Portfolio). Additional
investments also may be made through the wire procedure by first notifying the
Advisor. Investors who wish to purchase shares by check should send their check
to Dimensional Investment Group Inc., c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware 19809.

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

Purchases of shares will be made in full and fractional shares calculated
to three decimal places. In the interest of economy and convenience,
certificates for shares will not be issued.

IN-KIND PURCHASES

If accepted by the Fund, shares of the Portfolio may be purchased in
exchange for securities which are eligible for acquisition by the Master Fund or
otherwise represented in its portfolio as described in this prospectus.
Securities to be exchanged which are accepted by the Fund and shares of the
Portfolio to be issued therefore will be valued as set forth under "VALUATION
OF SHARES" at the time of the next determination of net asset value after such
acceptance. All dividends, interest, subscription, or other rights pertaining
to such securities shall become the property of the Portfolio and must be
delivered to the Fund by the investor upon receipt from the issuer.

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

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

VALUATION OF SHARES

NET ASSET VALUE

The net asset values per share of the Portfolio and the Master Fund 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 Master Fund,
respectively. The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Master Fund. Securities held by the Master
Fund 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. If there is
no such reported sale, the Master Fund 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.

11
<PAGE>

PUBLIC OFFERING PRICE

Provided that the transfer agent has received the investor's Account
Registration Form in good order and the custodian has received the investor's
payment, shares of the Portfolio will be priced at the net asset value
calculated next after receipt of the investor's funds by the custodian. "Good
order" with respect to the purchase of shares means that (1) a fully completed
and properly signed Account Registration Form and any additional supporting
legal documentation required by the Advisor has been received in legible form
and (2) the Advisor has been notified of the purchase by telephone and, if the
Advisor so requests, also in writing, no later than the close of regular trading
on the NYSE (ordinarily 1:00 p.m. PST) on the day of the purchase. If an order
to purchase shares must be canceled due to non-payment, the purchaser will be
responsible for any loss incurred by the Fund arising out of such cancellation.
The Fund reserves the right to redeem shares owned by any purchaser whose order
is canceled in order to recover any resulting loss to the Fund and may prohibit
or restrict the manner in which such purchaser may place further orders.

Management believes that any dilutive effect 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 the imposition of a fee that would be used to reimburse the Portfolio
for such cost ("reimbursement fee"). However, reimbursement fees may be
charged prospectively from time to time based upon the future experience of the
Portfolio and the Master Fund. Any such charges will be described in the
prospectus.

EXCHANGE OF SHARES

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

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

The minimum amount for an exchange into a portfolio of DFAIDG is $100,000.
Exchanges are accepted only into those portfolios of DFAIDG that are eligible
for the exchange privilege of DFAIDG. Investors may contact the Advisor at the
above-listed phone number for a list of those portfolios of DFAIDG that accept
exchanges.

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

The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Advisor has received an Exchange Form in good order, plus any applicable
reimbursement fee on purchases by exchange. "Good order" means a completed
Exchange Form specifying the dollar amount to be exchanged, signed by all
registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, a guarantee of the signature of each
registered owner by an "eligible guarantor institution." Such institutions
generally include national or state banks, savings associations, savings and
loan associations, trust companies, savings banks, credit unions and members of
a recognized stock

12
<PAGE>

exchange. Exchanges will be accepted only if the registrations of the two
accounts are identical, stock certificates have not been issued and the Fund may
issue the shares of the portfolio being acquired in compliance with the
securities laws of the investor's state of residence.

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

REDEMPTION OF SHARES

REDEMPTION PROCEDURE

Investors who desire to redeem shares of the Portfolio must first contact
the Advisor at (310) 395-8005. The Portfolio will redeem shares at the net
asset value of such shares next determined, either: (1) where stock certificates
have not been issued, after receipt of a written request for redemption in good
order by the Portfolio's transfer agent or (2) if stock certificates have been
issued, after receipt of the stock certificates in good order at the office of
the transfer agent. "Good order" means that the request to redeem shares must
include all necessary documentation, to be received in writing by the Advisor no
later than the close of regular trading on the NYSE (ordinarily 1:00 p.m. PST),
including: the stock certificate(s), if issued; a letter of instruction or a
stock assignment specifying the number of shares or dollar amount to be
redeemed, signed by all registered owners (or authorized representatives
thereof) of the shares; if the Fund does not have on file the authorized
signatures for the account, a guarantee of the signature of each registered
owner by an eligible guarantor institution; and any other required supporting
legal documents.

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

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

REDEMPTION OF SMALL ACCOUNTS

The Fund reserves the right to redeem a shareholder's account if the value
of the shares in the account is $500 or less, whether because of redemptions, a
decline in the Portfolio's net asset value per share or any other reason.
Before the Fund involuntarily redeems shares from such an account and sends the
proceeds to the stockholder, the Fund will give written notice of the redemption
to the stockholder at least sixty days in advance of the redemption date. The
stockholder will then have sixty days from the date of the notice to make an
additional investment in the Portfolio in order to bring the value of the shares
in the account to more than $500 and avoid such involuntary redemption. The
redemption price to be paid to a stockholder for shares redeemed by the Fund
under this right will be the aggregate net asset value of the shares in the
account at the close of business on the redemption date.

13
<PAGE>

IN-KIND REDEMPTIONS

When in the best interests of the Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Master Fund in lieu of cash.
Such distributions will be made in accordance with the federal securities laws
and regulations governing mutual funds. Investors may incur brokerage charges
and other transaction costs selling securities that were received in payment of
redemptions.

14
<PAGE>

THE FEEDER PORTFOLIO

Other institutional investors, including other mutual funds, may invest in
the Master Fund. The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolio. Please contact the DFA
Investment Trust Company at 1299 Ocean Avenue, 11th Floor Santa Monica, CA
90401, (301) 395-8005 for information about the availability of investing in the
Master Fund other than through the Portfolio.

The aggregate amount of expenses for the Portfolio and the Master Fund may
be greater than it would be if the Portfolio were to invest directly in the
securities held by the Master Fund. However, the total expense ratios for the
Portfolio and the Master Fund are expected to be less over time than such ratios
would be if the Portfolio were to invest directly in the underlying securities.
This arrangement enables various 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
Master Fund, including the Portfolio, will pay its proportionate share of the
expenses of the Master Fund.

The shares of the Master Fund 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. Investment in the Master Fund by
other institutional investors offers potential benefits to the Master Fund and,
through its investment in the Master Fund, the Feeder Portfolio also. However,
such 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 Master Fund. Also, if an
institutional investor were to redeem its interest in the Master Fund, the
remaining investors in the Master Fund could experience higher pro rata
operating expenses, thereby producing lower returns, and the Master Fund's
security holdings may become less diverse, resulting in increased risk.
Institutional investors that have a greater pro rata ownership interest in the
Master Fund than the Portfolio could have effective voting control over the
operation of the Master Fund.

If the Board of Directors of the Fund determines that it is in the best
interest of the Portfolio, it may withdraw its investment in the Master Fund at
any time. Upon any such withdrawal, the Board would consider what action the
Portfolio might take, including either seeking to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retaining an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. Shareholders of the Portfolio will receive written
notice thirty days prior to the effective date of any changes in the investment
objective of the Master Fund. A withdrawal by the Portfolio of its investment
in the Master Fund 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 a 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 Master Fund
to the Portfolio 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."

15
<PAGE>

FINANCIAL HIGHLIGHTS

The Financial Highlights table is meant to help you understand the
Portfolio's financial performance for the period of the Portfolio's operation.
The total returns in the table represent the rate that you would have earned (or
lost) on an investment in the Portfolio, assuming reinvestment of all dividends
and distributions. This information has been audited by PricewaterhouseCoopers
LLP (formerly Coopers & Lybrand L.L.P.), whose report, along with the
Portfolio's financial statements, are included in the Fund's annual report which
is available upon request.

[NOVEMBER 30, 1998 NUMBERS WILL BE ADDED FOR MARCH FILING]

YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . $14.60 $12.79 $10.29 $10.61
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income. . . . . . . . . . . . . 0.08 0.13 0.13 0.13
Net Gains or Losses on Securities (Both
Realized and Unrealized) . . . . . . . . . . . 2.46 2.22 2.84 (0.08)
------ ------ ------ ------

Total from Investment Operations . . . . . . 2.54 2.35 2.97 0.05
------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions (from Net Investment Income) . . (0.13) (0.02) (0.13) (0.21)
Distributions (from Gains) . . . . . . . . . . 5.11) (0.52) (0.34) (0.16)
------ ------ ------ ------
Total Distributions. . . . . . . . . . . . . . (5.24) (0.54) (0.47) (0.37)
------ ------ ------ ------
Net Asset Value, End of Period . . . . . . . . $11.90 $14.60 $12.79 $10.29
------ ------ ------ ------
------ ------ ------ ------
Total Return . . . . . . . . . . . . . . . . 26.52% 19.04% 29.08% 0.53%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands). . . . . $15,968 $10,990 $21,192 $15,070
Ratio of Expenses to Average Net Assets (1). . 0.20%(a) 0.20%(a) 0.20%(a) 0.20%(a)
Ratio of Net Investment Income to Average
Net Assets. . . . . . . . . . . . . . . . . . 0.77%(a) 0.47%(a) 1.12%(a) 1.93%(a)
Portfolio Turnover Rate. . . . . . . . . . . . N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund . . . . 30.04% 32.38% 21.16% 27.65%
</TABLE>

- -----------------
*Annualized
#Non-Annualized
(1) Represents the combined ratio for the Portfolio and its respective pro-rata
share of its Master Fund.

(a) Had certain waivers and assumptions of expenses not been in effect, the
ratios of expenses to average net assets for the periods

16
<PAGE>

ended November 30, 1997 through 1993 would have been 0.40%, 0.38%, 0.56%,
0.82%, and 2.29%, respectively, and the ratios of net investment income to
average net assets for the periods ended November 30, 1997 through 1993
would have been 0.57%, 0.28%, 0.77%, 1.31% and (0.19)%, respectively.

(b) Master Fund Turnover calculated for the period February 3 to November 30,
1993.

17
<PAGE>

SERVICE PROVIDERS

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 191037098

INDEPENDENT ACCOUNTANTS
PRICEWATERHOUSECOOPERS LLP
2400 Eleven Penn Center
19th and Market Streets
Philadelphia, PA 19103

18
<PAGE>

OTHER AVAILABLE INFORMATION

You can find more information about the Fund and Portfolio in the Fund's
Statement of Additional Information ("SAI") and Annual and Semi-Annual
Reports.

STATEMENT OF ADDITIONAL INFORMATION. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. These reports focus on
Portfolio holdings and performance. The Annual Report also discusses the market
conditions and investment strategies that significantly affected the Portfolio
in its last fiscal year.

HOW TO GET THESE AND OTHER MATERIALS:

- - Request free copies from:

- Your plan administrator - if you are a participant in a 401(k) plan
offering the Portfolio.
- Your account service provider - if you are a client or member of an
institution offering the Portfolio.
- The Fund - if you represent a 401(k) plan sponsor or qualifying
institution. Call collect at (310) 395-8005.

- - Access them on the SEC's Internet site -- http://www.sec.gov.

- - Review and copy them at the SEC's Public Reference Room in Washington D.C.

- - Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549 (you will be charged a copying fee).

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005

DIMENSIONAL INVESTMENT GROUP INC. -- Registration No. 811-6067

<PAGE>

PROSPECTUS

March ___, 1999

PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

[DFA LOGO]

DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------

The mutual fund described in this Prospectus offers a variety of investment
portfolios. The listed Portfolio: -Has its own investment objective and
policies, and is the equivalent of a separate mutual fund. -Is exclusively
available to 401(k) plans and clients and members of certain institutions. -Does
not charge a sales commission or "load". -Costs less to own than most mutual
funds. -Is designed for long-term investors.

U.S. LARGE CAP VALUE PORTFOLIO II

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") DOES NOT DECIDE WHETHER ANY
MUTUAL FUNDS, INCLUDING THIS ONE (AND ITS PORTFOLIO), ARE GOOD INVESTMENTS.
RATHER, THE SEC TRIES TO MAKE SURE, BUT CANNOT GUARANTEE, THAT MUTUAL FUNDS
DISCLOSE IMPORTANT FACTS TO INVESTORS. IT IS ILLEGAL TO CLAIM OTHERWISE.

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>
TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

RISK/RETURN SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

MORE ABOUT THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
INVESTMENT OBJECTIVE, STRATEGY AND RISKS. . . . . . . . . . . . . . . . . . . .4
OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
RISK AND RETURN BAR CHART AND TABLE . . . . . . . . . . . . . . . . . . . . . .4

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ANNUAL FUND OPERATING EXPENSES** . . . . . . . . . . . . . . . . . . . . . . . . . .5

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

MANAGEMENT AND ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . .6
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
PURCHASE, VALUATION AND REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . .6

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . . . . .7

PORTFOLIO STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. . . . . . . . . . . . . . . . .7
PORTFOLIO TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

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

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

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

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

NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PUBLIC OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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

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

REDEMPTION PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
REDEMPTION OF SMALL ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . 11
IN-KIND REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

THE FEEDER PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

2
<PAGE>

RISK/RETURN SUMMARY

MORE ABOUT THE PORTFOLIO

[GRAPH] The Master Fund buys securities directly. The Portfolio invests in
the Master Fund's shares. The two have the same gross investment
returns.

THE PORTFOLIO HAS A SPECIAL STRUCTURE: The Portfolio is a "Feeder Portfolio" --
a portfolio that does not buy individual securities directly. Instead, it
invests in a corresponding mutual fund, or "Master Fund", that in turn purchases
stocks, and other securities.

POSSIBLE COMPLICATIONS: Designed to reduce costs, the Master-Feeder structure
is relatively new and more complex. As a result, the Portfolio might encounter
operational or other complications.

MANAGEMENT

Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for the
Master Fund. (A Feeder Portfolio does not need an investment manager.) It is
also the administrator for the Portfolio and Master Fund. The Advisor has
provided institutional investors with investment management services since 1981.
It manages about $28 billion [UPDATE AT MARCH FILING].

EQUITY INVESTMENT APPROACH:

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., large company stocks) selection, not stock picking.
It places priority on limiting expenses, portfolio turnover, and trading costs.
Many other investment managers concentrate on reacting to price movements and
choosing individual securities.

[GRAPH] MARKET CAPITALIZATION means the number of shares of a company's
stock outstanding times price per share.

[GRAPH] MARKET CAPITALIZATION WEIGHTED means the amount of a stock in an
index or portfolio is keyed to that stock's market capitalization
compared to all eligible stocks. The higher the stock's relative
market cap, the greater its representation.

PORTFOLIO CONSTRUCTION: Generally, the Advisor structures a portfolio by:

1. Selecting a starting universe of securities (for example, all publicly
traded U.S. common stocks).

2. Creating a sub-set of companies meeting investment guidelines.

3. Excluding certain companies after analyzing various factors (for example,
solvency).

4. Purchasing stocks so the portfolio is generally market cap weighted.

3
<PAGE>

[GRAPH] "Value Stocks": Compared to other stocks, value stocks sell for low
prices relative to their earnings, dividends or book value. Precise
definitions vary.

[GRAPH] In selecting value stocks, the Advisor primarily considers price
relative to book value.

INVESTMENT OBJECTIVE, STRATEGY AND RISKS

- - INVESTMENT OBJECTIVE: Long-term capital appreciation.

- - INVESTMENT STRATEGY: Purchase a Master Fund that buys value stocks of large
United States companies on a market capitalization weighted basis.

OTHER RISKS

SECURITIES LENDING:

YEAR 2000 ISSUE:

RISK AND RETURN BAR CHART AND TABLE

The Bar Chart and Table below illustrate the risk/return history of the
Portfolio. Shown are changes in performance from year to year, and how
annualized one year and since inception returns compare with those of a broad
measure of market performance. Past performance is not an indication of future
results.

[THE BAR CHART AND TABLE WILL BE UPDATED IN MARCH]

4
<PAGE>

U.S. LARGE CAP VALUE PORTFOLIO II

[BAR GRAPH]
<TABLE>
<CAPTION>
1995 1996 1997 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TOTAL RETURNS (%) 36.98 19.64 27.96 11.96
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 1994-DECEMBER 1998
-------------------------------
HIGHEST QUARTER LOWEST QUARTER
--------------- --------------
<S> <C>
16.78 (10/98-12/98) -17.07 (7/98-9/98)
</TABLE>

<TABLE>
<CAPTION>
PERIODS ENDING DECEMBER 31, 1998
---------------------------------
ONE SINCE 9/94
ANNUALIZED RETURNS (%) YEAR INCEPTION
- ---------------------------------------------------------------------------
<S> <C> <C>
U.S. LARGE CAP VALUE PORTFOLIO II 11.96 20.48

RUSSELL 1000 VALUE INDEX 15.65 23.59

</TABLE>

FEES AND EXPENSES

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

* 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.

ANNUAL FUND OPERATING EXPENSES**
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

The expenses in the following tables are based on those incurred by the
Portfolio and the Master Fund for the fiscal year ended November 30, 1998.

[EXPENSES WILL BE UPDATED IN MARCH]

<TABLE>
<S> <C>
Management Fee 0.10%
Administration Fee 0.01%
Other Expenses 0.34%
Total Operating Expenses 0.45%***
</TABLE>

5
<PAGE>

both the Master Fund 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.

*** Beginning on July 1, 1996, the Advisor agreed to waive its
administration fee and to assume 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 did not need to waive any of its fees for the
fiscal year ended November 30, 1998. /After the Advisor's waiver and
assumption of expenses, the actual Total Operating Expenses were
___%.] For purposes of this waiver and assumption, the annual
expenses are those expenses incurred in any period consisting of
twelve consecutive months. The Advisor retains the right in its sole
discretion to change or eliminate such waiver and assumption of
expenses in the future. Such change will be set forth in the
prospectus.

EXAMPLE

This Example is meant to help you compare the cost of investing in the Portfolio
with the cost of investing in other mutual funds.

[EXAMPLE WILL BE UPDATED IN MARCH]

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>

$____ $____ $____ $____
</TABLE>

The table summarizes the aggregate estimated annual operating expenses of both
the Portfolio and Master Fund.

HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the Portfolio
with administrative services and also serves as investment advisor to the Master
Fund. 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.")

DIVIDEND POLICY

The Portfolio distributes dividends from its net investment income and any
realized net capital gains in December of each year. (See "DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS AND TAXES.")

PURCHASE, VALUATION AND REDEMPTION OF SHARES

The shares of the Portfolio are offered at net asset value, which is calculated
as of the close of the New York Stock Exchange ("NYSE") on each day that the
NYSE is open for business. The value of the Portfolio's shares will fluctuate
in relation to the investment experience of the Master Fund. The redemption
price of a share of the

6
<PAGE>

Portfolio is equal to its net asset value. (See "PURCHASE OF SHARES,"
"VALUATION OF SHARES" and "REDEMPTION OF SHARES.")

INVESTMENT OBJECTIVE 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 U.S. Large Cap Value Series of the Trust (the "Master Fund"),
which has the same investment objective and policies as the Portfolio. The
Master Fund invests in the common stocks of large U.S. companies which the
Advisor believes to be value stocks at the time of purchase. Securities are
considered value stocks primarily because a company's shares have a high book
value in relation to their market value (a "book to market ratio"). Generally,
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. In
measuring value, the Advisor may consider additional factors such as cash flow,
economic conditions and developments in the issuer's industry. 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.

PORTFOLIO STRUCTURE

Ordinarily, at least 80% of the assets of the Master Fund 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 Master Fund
may invest in futures contracts and options on futures contracts. To the extent
that the Master Fund invests in futures contracts and options thereon for other
than bona fide hedging purposes, it will not purchase futures contracts or
options thereon, if, as a result, more than 5% of its net assets would then
consist of initial margin deposits and premiums required to establish such
positions. The Master Fund will purchase securities that are listed on the
principal U.S. national securities exchanges and traded over-the-counter.

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

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. The Advisor does not anticipate that a significant number of
securities which meet the market capitalization criteria will be selectively
excluded from the Master Fund.

Deviation from strict market capitalization weighting will also occur because
the Master Fund intends to purchase round lots only. Furthermore, in order to
retain sufficient liquidity, the relative amount of any security held by the
Master Fund 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 Master Fund's assets may be invested in
high quality, highly liquid fixed income securities, thereby causing further
deviation from market capitalization weighting. Such investments would be made
on a temporary basis pending investment in equity securities pursuant to the
Master Fund's investment objective. The Master Fund 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 Master Fund.

7
<PAGE>

Only common stocks whose market capitalizations are greater than the minimum on
such list will be purchased by the Master Fund. 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 Master Fund's
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.

PORTFOLIO TRANSACTIONS

As described above, investments will be made in virtually all eligible
securities on a market capitalization weighted basis. The Master Fund 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. Generally, securities will be purchased with the expectation that
they will be held for longer than one year. The Master Fund may sell portfolio
securities when the issuer's market capitalization falls substantially below
that of the issuer with the minimum market capitalization which is then eligible
for purchase by the Master Fund. In addition, the Master Fund 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 Master Fund. However, securities, including those eligible for
purchase, may be sold at any time when, in the Advisor's judgment, circumstances
warrant their sale.

SECURITIES LOANS

The Master Fund is authorized to lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of earning additional
income. While the Master Fund may earn additional income from lending
securities, such activity is incidental to the Master Fund's investment
objective. The value of securities loaned may not exceed 33 1/3% of the value
of the Master Fund's total assets. In connection with such loans, the Master
Fund 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 Master Fund
will be able to terminate the loan at any time and will receive reasonable
compensation 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 Master Fund 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. However, as long as it holds only shares of the Master
Fund, it will not do so.

MANAGEMENT OF THE PORTFOLIO

The Advisor serves as investment advisor to the Master Fund. As such, it is
responsible for the management of its assets. Investment decisions for the
Master Fund 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 Master Fund with a
trading department and selects brokers and dealers to effect securities
transactions.

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

The Portfolio and the Master Fund 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 securities laws and the costs of any
filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services and custodian
fees. Expenses allocable to the Portfolio or the Master Fund are so allocated
and expenses which are not allocable to the Portfolio and the Master Fund are
borne by the Portfolio and the Master Fund on the basis of their relative net
assets.

8
<PAGE>

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

The Portfolio distributes substantially all net investment income and any
realized net capital gains annually in December of each year.

Dividends and distributions paid to a 401(k) plan accumulate free of federal
income tax. Whether paid in cash or additional shares and regardless of the
length of time the Portfolio's shares have been owned by shareholders who are
subject to federal income taxes, distributions from long-term capital gains are
taxable as such. Dividends from net investment income or net short-term capital
gains will be taxable as ordinary income, whether received in cash or in
additional shares. Dividends from net investment income will generally qualify
in part for the corporate dividends received deduction. The portion of
dividends so qualified depends on the aggregate qualifying dividend income
received by the Master Fund 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.

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 the statement of additional information.
Prospective investors should also 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 Internal Revenue 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 the Fund's 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.

9
<PAGE>

VALUATION OF SHARES

NET ASSET VALUE

PUBLIC OFFERING PRICE

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 Inc., the transfer
agent for the Portfolio. 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. The Fund reserves the right to redeem shares
owned by any purchaser whose order is canceled to recover any resulting loss to
the Fund and may prohibit or restrict the manner in which such purchaser may
place further orders.

Management believes that any dilutive effective of the cost of investing the
proceeds of the sale of the shares of the Portfolio will be minimal and,
therefore, the shares of the Portfolio are currently sold at net asset value,
without imposition of a fee that would be used to reimburse the Portfolio for
such cost (a "reimbursement fee"). However, a reimbursement fee may be charged
prospectively from time to time based upon the future experience of the
Portfolio and the Master Fund 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.

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. 6-10 Value Portfolio II by
completing the necessary documentation as required by the Shareholder Services
Agent designated under the employer's plan or by the institution.

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

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.

10
<PAGE>

REDEMPTION OF SHARES

REDEMPTION PROCEDURE

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.

REDEMPTION OF SMALL ACCOUNTS

The Fund reserves the right to redeem a shareholder's account if the value of
the shares in the account is $500 or less, whether because of redemptions, a
decline in the Portfolio's net asset value per share or any other reason.
Before the Fund involuntarily redeems shares from such an account and sends the
proceeds to the stockholder, the Fund will give written notice of the redemption
to the stockholder at least sixty days in advance of the redemption date. The
stockholder will then have sixty days from the date of the notice to make an
additional investment in the Portfolio in order to bring the value of the shares
in the account to more than $500 and avoid such involuntary redemption. The
redemption price to be paid to a stockholder for shares redeemed by the Fund
under this right will be the aggregate net asset value of the shares in the
account at the close of business on the redemption date.

IN-KIND REDEMPTIONS

When in the best interests of the Portfolio, the Portfolio may make a redemption
payment, in whole or in part, by a distribution of portfolio securities that the
Portfolio receives from the Master Fund in lieu of cash. Such distributions
will be made in accordance with federal securities laws and regulations
governing mutual funds. Investors may incur brokerage charges and other
transaction costs selling securities that were received in payment of
redemptions.

THE FEEDER PORTFOLIO

Other institutional investors, including other mutual funds, may invest in the
Master Fund. The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolio. Please contact the DFA
Investment Trust Company at 1299 Ocean Avenue, 11th Floor Santa Monica, CA
90401, (301) 395-8005 for information about the availability of investing in the
Master Fund other than through the Portfolio.

The aggregate amount of expenses for the Portfolio and the Master Fund may be
greater than it would be if the Portfolio were to invest directly in the
securities held by the Master Fund. However, the total expense ratios for the
Portfolio and the Master Fund are expected to be less over time than such ratios
would be if the Portfolio were to invest directly in the underlying securities.
This arrangement enables various 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
Master Fund, including the Portfolio, will pay its proportionate share of the
expenses of the Master Fund.

The shares of the Master Fund 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. Investment in the Master Fund by other
institutional investors offers potential benefits to the Master Fund and,
through its investment in the Master Fund, the Feeder Portfolio also. However,
such 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 Master Fund. Also, if an
institutional investor were to redeem its interest in the Master Fund, the
remaining investors in the Master Fund could experience higher pro rata
operating expenses, thereby producing lower returns, and the Master Fund's
security holdings may become less diverse, resulting in increased risk.
Institutional investors that have a greater pro rata ownership interest in the
Master Fund than the Portfolio could have effective voting control over the
operation of the Master Fund.

11
<PAGE>

Portfolio might take, including either seeking to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retaining an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. Shareholders of the Portfolio will receive written
notice thirty days prior to the effective date of any changes in the investment
objective of the Master Fund. A withdrawal by the Portfolio of its investment
in the Master Fund 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 a 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 Master Fund
to the Portfolio 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."

FINANCIAL HIGHLIGHTS

The Financial Highlights table is meant to help you understand the Portfolio's
financial performance for the period of the Portfolio's operation. The total
returns in the table represent the rate that you would have earned (or lost) on
an investment in the Portfolio, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP
(formerly Coopers & Lybrand L.L.P.), whose report, along with the Portfolio's
financial statements, are included in the Fund's annual report which is
available upon request.

[NOVEMBER 30, 1998 NUMBERS WILL BE ADDED FOR MARCH FILING]

<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR AUG. 3,
ENDED ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period [ ] $15.43 $12.72 $ 9.48 $10.00
-------- -------- -------- -------- --------

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income [ ] 0.24 0.20 0.17 0.11
Net Gains or Losses on Securities
(Both Realized and Unrealized) [ ] 3.50 2.54 3.40 (0.52)
-------- -------- -------- -------- --------
Total from Investment Operations [ ] 3.74 2.74 3.57 (0.41)
-------- -------- -------- -------- --------

LESS DISTRIBUTIONS
Distributions (from Net Investment Income) [ ] (0.20) (0.03) (0.17) (0.11)
Distributions (from Gains) [ ] 0.25) -- (0.16) --
-------- -------- -------- -------- --------
Total Distributions [ ] (0.45) (0.03) (0.33) (0.11)
-------- -------- -------- -------- --------
Net Asset Value, End of Period [ ] $18.72 $15.43 $12.72 $ 9.48
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Total Return [ ] 24.98% 21.59% 37.76% (4.14)%#

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (thousands) [ ] $50,369 $26,079 $ 7,110 $ 1,285
Ratio of Expenses to Average Net Assets (1) [ ] 0.45% 0.82% 0.96%(a) 0.96%*(a)
Ratio of Net Investment Income to Average Net Assets [ ] 1.62% 1.80% 2.37%(a) 5.39%*(a)
Portfolio Turnover Rate [ ] N/A N/A N/A N/A
Portfolio Turnover Rate of Master Fund [ ] 17.71% 20.12% 29.41% 39.33%(b)
</TABLE>

--------------------
*Annualized
#Non-Annualized
(1) Represents the combined ratio for the Portfolio and its respective pro-rata
share of its Master Fund.
(a) Had certain waivers and assumptions of expenses 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.

(b) Master Fund Turnover calculated for the year ended November 30, 1994.

12
<PAGE>

SERVICE PROVIDERS

<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENT ADVISOR ACCOUNTING SERVICES, DIVIDEND DISBURSING
DIMENSIONAL FUND ADVISORS INC. AND TRANSFER AGENT
1299 Ocean Avenue, 11th floor PFPC INC.
Santa Monica, CA 90401 400 Bellevue Parkway
Tel. No. (310) 3958005 Wilmington, DE 19809
- ------------------------------------------------------------------------------------------------------------------------
CUSTODIAN LEGAL COUNSEL
PNC BANK, N.A. STRADLEY, RONON, STEVENS & YOUNG, LLP
200 Stevens Drive, Airport Business Center 2600 One Commerce Square
Lester, PA 19113 Philadelphia, PA 191037098
- ------------------------------------------------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
PRICEWATERHOUSECOOPERS LLP
2400 Eleven Penn Center
19th and Market Streets
Philadelphia, PA 19103
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

13
<PAGE>

OTHER AVAILABLE INFORMATION

You can find more information about the Fund and Portfolio in the Fund's
Statement of Additional Information ("SAI") and Annual and Semi-Annual Reports.

STATEMENT OF ADDITIONAL INFORMATION. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.

HOW TO GET THESE AND OTHER MATERIALS:

- - Request free copies from:

- Your plan administrator - if you are a participant in a 401(k) plan
offering the Portfolio.

- Your shareholder services agent - if you are a client or member of an
institution offering the Portfolio.

- The Fund - if you represent a 401(k) plan sponsor or qualifying
institution. Call collect at (310) 395-8005.

- - Access them on the SEC's Internet site -- http://www.sec.gov.

- - Review and copy them at the SEC's Public Reference Room in Washington D.C.

- - Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549 (you will be charged a copying fee).

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005

DIMENSIONAL INVESTMENT GROUP INC. -- Registration No. 811-6067

14
<PAGE>

PROSPECTUS

March__, 1999

PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

[DFA LOGO]

DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------

DFA INTERNATIONAL VALUE PORTFOLIO II

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") DOES NOT DECIDE WHETHER ANY
MUTUAL FUND, INCLUDING THIS ONE (AND ITS PORTFOLIO), ARE GOOD INVESTMENTS.
RATHER, THE SEC TRIES TO MAKE SURE, BUT CANNOT GUARANTEE, THAT MUTUAL FUNDS
DISCLOSE IMPORTANT FACTS TO INVESTORS. IT IS ILLEGAL TO CLAIM OTHERWISE.

<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>
RISK/RETURN SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

ANNUAL FUND OPERATING EXPENSES** . . . . . . . . . . . . . . . . . . . . . . . . . .6

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . . . . .8

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. . . . . . . . . . . . . . . . .8

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

MALAYSIAN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

CONSULTING SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . 11

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

THE FEEDER PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

2
<PAGE>

RISK/RETURN SUMMARY

MORE ABOUT THE PORTFOLIO

[GRAPH] The Master Fund buys securities directly. The Portfolio invests in
the Master Fund's shares. The two have the same gross investment
returns.

THE PORTFOLIO HAS A SPECIAL STRUCTURES: The Portfolio is a "Feeder Portfolio" --
a portfolio that does not buy individual securities directly. Instead, it
invests in a corresponding mutual fund, or "Master Fund", that in turn purchases
stocks, and other securities.

POSSIBLE COMPLICATIONS: Designed to reduce costs, the Master-Feeder structure
is relatively new and more complex. As a result, the Portfolio might encounter
operational or other complications.

MANAGEMENT

Dimensional Fund Advisors Inc. (the "Advisor") is the investment
manager for the Master Fund. (A Feeder Portfolio does not need an
investment manager.) It is also the administrator for the
Portfolio and Master Fund. The Advisor has provided
institutional investors with investment management services
since 1981, and manages about $28 billion [UPDATE AT MARCH
FILING].

EQUITY INVESTMENT APPROACH:

The Advisor believes that equity investing should involve a
long-term view and a focus on asset class (e.g., large company
stocks) selection, not stock picking. It places priority on
limiting expenses, portfolio turnover, and trading costs. Many
other investment managers concentrate on reacting to price
movements and choosing individual securities.

[GRAPH] MARKET CAPITALIZATION means the number of shares of a company's stock
outstanding times price per share.

[GRAPH] MARKET CAPITALIZATION WEIGHTED means the amount of a stock in an index
or portfolio is keyed to that stock's market capitalization compared
to all eligible stocks. The higher the stock's relative market cap,
the greater its representation.

PORTFOLIO CONSTRUCTION: Generally, the Advisor structures a portfolio by:

1. Selecting a starting universe of securities (for example, stocks of larger
non-U.S. companies).

2. Creating a sub-set of companies meeting investment guidelines.

3. Excluding certain companies after analyzing various factors (for example,
solvency).

4. Purchasing stocks so the portfolio is generally market cap weighted.

3
<PAGE>

INVESTMENT OBJECTIVE, STRATEGY AND RISKS

[GRAPH] "Value Stocks": Compared to other stocks, value stocks sell for low
prices relative to their earnings, dividends or book value. Precise
definitions vary.

- - INVESTMENT OBJECTIVE: Long-term capital appreciation.

- - INVESTMENT STRATEGY: Purchase a Master Fund that buys value stocks of large
non-U.S. companies on a market capitalization weighted basis in each
applicable country.

THE MASTER FUND IN WHICH THE PORTFOLIO INVESTS STOPPED PURCHASING MALAYSIAN
STOCKS. This action was taken because the Malaysian government restricted the
ability of foreign investors -- including the Master Fund in question -- to
withdraw their investments from Malaysia.

[GRAPH] In selecting value stocks, the Advisor primarily considers price
relative to book value.

[GRAPH] The Portfolio's foreign currency risks are generally not hedged.

FOREIGN SECURITIES AND CURRENCIES RISK: Investors in foreign securities take the
risk that economic or political actions of foreign governments will hurt their
investments. Less regulated and/or liquid securities markets and foreign
currency risk (the possibility that foreign currency will fluctuate in value
against the U.S. dollar) are also of concern. The latter can be minimized by
hedging. However, it may be too expensive to adequately hedge.

OTHER RISKS

DERIVATIVES:

Derivatives are securities, such as futures contracts, whose value is derived
from that of other securities or indices. Derivatives can be used for hedging
(attempting to reduce risk by offsetting one investment position with another)
or speculation (taking a position in the hope of increasing return). The Master
Fund in which the Portfolio invests may use long-term foreign currency contracts
to hedge foreign currency risks. Hedging with derivatives may increase
expenses, and there is no guarantee that a hedging strategy will work.

INTRODUCTION OF THE EURO:

On January 1, 1999, The European Monetary Union ("EMU") introduced a common
currency, the Euro, replacing its members' national currencies. This development
will affect the Portfolio (the Master Fund it buys may invest in EMU countries)
to the extent it changes investment practices, opportunities, risks and investor
behavior or creates administrative problems. The Advisor and its global
custodians are attempting to assure that the Portfolio and Master Fund will be
unaffected by any transition related disruptions. However, they cannot
guarantee that their efforts will succeed completely. The relative value of
the U.S. dollar and Euro will fluctuate. Accordingly, currency risk (discussed
above) will continue to apply to any exposure the Portfolio may have (through
the Master Fund) to investments in EMU countries.

SECURITIES LENDING:

YEAR 2000 ISSUE:

Unless modified, many computer programs will not properly process information
from the year 2000 on. While the issue is international in scope, there is
particular concern with foreign entities.

4
<PAGE>

The Advisor has taken steps to ensure that its computers and those of Portfolio
and Master Fund service providers (e.g., custodians) will operate properly. The
Portfolio and Master Fund may be negatively affected if the Advisor's efforts
prove inadequate, and/or year 2000 problems hurt economic conditions generally.

RISK AND RETURN BAR CHART AND TABLE

[THE BAR CHART AND TABLE WILL BE UPDATED IN MARCH]

5
<PAGE>

DFA INTERNATIONAL VALUE PORTFOLIO II

[BAR GRAPH]

<TABLE>
<CAPTION>
1995 1996 1997 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TOTAL RETURNS (%) 11.14 7.63 -3.28 14.89
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 1994-DECEMBER 1998
-------------------------------
HIGHEST QUARTER LOWEST QUARTER
--------------- --------------
<S> <C>
17.85 (1/98-3/98) -16.93 (7/98-9/98)
</TABLE>

MSCI EAFE INDEX 19.99 7.73
</TABLE>

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT): None*

*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.

ANNUAL FUND OPERATING EXPENSES**

(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

Except as indicated below, the expenses in the following tables are based
on those incurred by the Portfolio and the Master Fund for the fiscal year ended
November 30, 1998.

[EXPENSES WILL BE UPDATED IN MARCH]

<TABLE>

<S> <C>
Management Fee 0.20%
Administration Fee 0.01%

6
<PAGE>

Other Expenses 0.42%
-----
Total Operating Expenses 0.63%***
</TABLE>

**The "Management Fee" is payable by the Master Fund 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 Master Fund 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.

***Beginning on July 1, 1996, the Advisor agreed to waive its administration fee
with respect to the Portfolio and, to the extent that such waiver is
insufficient, to assume 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 was not required to waive any fees for the fiscal year ended
November 30, 1998./After the Advisor's waiver and assumption of expenses, the
actual Total Operating Expenses were __-%.] 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.

EXAMPLE

This Example is meant to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

[EXAMPLE WILL BE UPDATED IN MARCH]

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$____ $____ $____ $____
</TABLE>

The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Master Fund.

HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

7
<PAGE>

provide certain recordkeeping and other services for the benefit of the
Portfolio's shareholders. (See "MANAGEMENT OF THE PORTFOLIO.")

DIVIDEND POLICY

The Portfolio distributes dividends from its net investment income and any
realized net capital gains in December of each year. (See "DIVIDENDS, CAPITAL
GAINS DISTRIBUTIONS AND TAXES.")

PURCHASE, VALUATION AND REDEMPTION OF SHARES

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 NYSE is open for business. The value of the Portfolio's shares
will fluctuate in relation to the investment experience of the Master Fund. 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.")

INVESTMENT OBJECTIVE 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 International Value Series of the Trust, which has the same
investment objective and policies as the Portfolio. The Master Fund invests in
the stocks of large non-U.S. companies which the Advisor believes to be value
stocks at the time of the purchase. Securities are considered value stocks
primarily because a company's shares have a high book value in relation to their
market value (a "book to market ratio"). Generally, 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. In measuring value, the Advisor may consider additional factors
such as cash flow, economic conditions and developments in the issuer's
industry. The Master Fund intends to invest in the stocks of large companies in
countries with developed markets. As of the date of this prospectus, the Master
Fund may invest in the stocks of large companies in Australia, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Italy, Japan, the Netherlands, New Zealand,
Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom. As the
Master Fund's asset growth permits, it may invest in the stocks of large
companies in other developed markets, including Austria and Ireland.

8
<PAGE>

PORTFOLIO STRUCTURE

Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Master Fund's assets will
be invested in such companies in any one country. The Master Fund reserves the
right to invest in index futures contracts and options on futures contracts to
commit funds awaiting investment or to maintain liquidity. To the extent that
the Master Fund invests in futures contracts and options thereon for other than
bona fide hedging purposes, it will not purchase futures contracts or options
thereon, if, as a result, more than 5% of its net assets would then consist of
initial margin deposits and premiums required to establish such positions.

As of the date of this prospectus, the Master Fund intends to invest in
companies having at least $800 million of market capitalization and the Master
Fund will be approximately market capitalization weighted. The Advisor may
reset such floor from time to time to reflect changing market conditions. In
determining market capitalization weights, the Advisor, using its best judgment,
will seek to eliminate the effect of cross holdings on the individual country
weights. As a result, the weighting of certain countries in the Master Fund may
vary from their weighting in international indices, such as those published by
The Financial Times, Morgan Stanley Capital International or Salomon/Russell.
The Advisor, however, will not attempt to account for cross holding within the
same country.

It is management's belief that the value stocks of large companies offer,
over a long term, a prudent opportunity for capital appreciation but, at the
same time, selecting a limited number of such issues for inclusion in the Master
Fund involves greater risk than including a large number of them.

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

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 Master Fund
inappropriate. The Advisor does not anticipate that a significant number of
securities which meet the market capitalization criteria will be selectively
excluded.

Deviation from market capitalization weighting also will occur because the
Master Fund intends to purchase round lots only. Furthermore, in order to
retain sufficient liquidity, the relative amount of any security held by the
Master Fund 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 Master Fund's assets may be invested in
interest-bearing obligations, such as money-market instruments, for this
purpose, thereby causing further deviation from market capitalization weighting.
Such investments would be made on a temporary basis pending investment in equity
securities pursuant to the Master Fund's investment objective. A further
deviation from market capitalization weighting may occur if the Master Fund
invests a portion of its assets in convertible debentures.

The Master Fund 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

9
<PAGE>

capitalization weighting, they would ordinarily be made in anticipation of
further growth of the assets of the Master Fund.

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 Master Fund take place with every trade when the securities
markets are open for trading due, primarily, to price fluctuations of such
securities. On not less than a semi-annual basis, the Advisor will prepare a
current list of eligible large companies with high book to market ratios whose
stock are eligible for investment. Only common stocks whose market
capitalizations are not less than the minimum on such list will be purchased by
the Master Fund. 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 Master Fund's 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.

PORTFOLIO TRANSACTIONS

Securities which have depreciated in value since their acquisition will not
be sold by the Master Fund solely because prospects for the issuer are not
considered attractive or due to an expected or realized decline in securities
prices in general. However, securities, including those eligible for purchase,
may be sold at any time when, in the Advisor's judgment, circumstances warrant
their sale, including, but not limited to, tender offers, mergers and similar
transactions, or bids made for block purchases at opportune prices. Generally,
securities will not be sold to realize short-term profits, but, when
circumstances warrant, they may be sold without regard to the length of time
held. Generally, securities will be purchased with the expectation that they
will be held for longer than one year and will be held until such time as they
are no longer considered an appropriate holding in light of the policy of
maintaining a portfolio of companies with large market capitalizations and high
book to market ratios.

SECURITIES LOANS

The Master Fund is authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income. While the Master Fund may earn additional income from
lending securities, such activity is incidental to the Master Fund's investment
objective. The value of securities loaned may not exceed 33 1/3% of the value
of the Master Fund's total assets. In connection with such loans, the Master
Fund 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 Master Fund
will be able to terminate the loan at any time and will receive reasonable
compensation 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 Master Fund 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

10
<PAGE>

portfolio securities. However, as long as it holds only shares of the Master
Fund, it will not do so.

MALAYSIAN SECURITIES

As of September 10, 1998, the Master Fund discontinued further investment
in Malaysian securities as a consequence of certain restrictions imposed by the
Malaysian government on the repatriation of assets by foreign investors such as
the Master Fund.

On September 1, 1998, the Malaysian government announced a series of
capital and foreign exchange controls on the Malaysian currency, the ringgit,
and on transactions on the Kuala Lumpur Stock Exchange, that operate to severely
constrain or prohibit foreign investors, including the Master Fund, from
repatriating assets. While there is some confusion in the market concerning the
interpretations of these changes, it appears that the Master Fund will not be
permitted to convert the proceeds of the sale of its Malaysian investments into
U.S. dollars prior to September 1, 1999.

As a consequence of these developments, the Master Fund has stopped
additional investing in Malaysia. With respect to the current Malaysian
investments owned, the Master Fund is presently valuing the securities at the
current market prices and discounting the U.S. dollar-ringgit currency exchange
rate. Pending further clarification from Malaysian regulatory authorities
regarding the controls identified above, the Master Fund will treat its
investments in Malaysian securities as illiquid. As of the date of this
prospectus, Malaysian securities constitute approximately ______ % of the net
asset value of the Master Fund. [TO BE UPDATED IN MARCH]

MANAGEMENT OF THE PORTFOLIO

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

For the advisory fees that the Portfolio has incurred for the fiscal year
ended November 30, 1998, see "ANNUAL FUND OPERATING EXPENSES." 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 $28 billion.

11
<PAGE>

services and custodian fees. Expenses allocable to the Portfolio or the Master
Fund are so allocated and expenses which are not allocable to the Portfolio and
the Master Fund are borne by the Portfolio or Master Fund on the basis of their
relative net assets.

CONSULTING SERVICES

The Advisor has entered into a Consulting Services Agreement with
Dimensional Fund Advisors Ltd. ("DFAL") and DFA Australia Limited ("DFA
Australia"), respectively. Pursuant to the terms of each Consulting Services
Agreement, DFAL and DFA Australia provide certain trading and administrative
services to the Advisor with respect to the Master Fund. The Advisor owns 100%
of the outstanding shares of DFAL and beneficially owns 100% of DFA Australia.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

The Portfolio distributes substantially all net investment income and any
realized net capital gains in December of each year.

Dividends and distributions paid to a 401(k) plan accumulate free of
federal income tax. Whether paid in cash or additional shares and regardless of
the length of time the Portfolio's shares have been owned by shareholders who
are subject to federal income taxes, distributions from longterm capital gains
are taxable as such. Dividends from net investment income or net short-term
capital gains will be taxable as ordinary income, whether received in cash or in
additional shares. It is anticipated that either none or only a small portion
of the distributions made by the Portfolio will qualify for the corporate
dividends received deduction because of the Master Fund's investment in foreign
equity securities.

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.

12
<PAGE>

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.

Certain investments by the Master Fund may be subject to special rules
which may affect the amount, character and timing of the income to the Master
Fund. Some of these rules are referenced in the statement of additional
information. Specifically, prospective investors should consult the statement
of additional information for further information regarding the extent to which
distributions from the Portfolio may be eligible for the dividends received
deduction or whether certain foreign tax credits may be available to an investor
in the Portfolio.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions from the Portfolio to its shareholders and on gains
arising on redemption or exchange of the Portfolio's shares.

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

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 the
Fund's 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.

13
<PAGE>

VALUATION OF SHARES

NET ASSET VALUE

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 Master Fund are determined as of such times for the purpose of
computing the net asset value of the Master Fund. If events which materially
affect the value of the foreign investments 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 Master Fund is expressed in U.S. dollars by
translating the net assets of the Master Fund using the bid price for the dollar
as quoted by generally recognized reliable sources.

PUBLIC OFFERING PRICE

Provided that the Shareholder Services Agent has received the investor's
investment instructions in good order and the Portfolio's 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 Inc., the transfer
agent for the Portfolio. 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. The Fund reserves the right to redeem shares
owned by any purchaser whose order is canceled in order to recover any resulting
loss to the Fund and may prohibit or restrict the manner in which such purchaser
may place 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 fee that would be used to reimburse the Portfolio for
such cost ("reimbursement fee"). Reimbursement fees may be charged
prospectively from time to time based upon the future experience of the
Portfolio and the Master Fund which would be used to defray the costs of
investing in securities (such as brokerage commissions, taxes and other
transaction costs). Any such charges will be described in the prospectus.

14
<PAGE>

EXCHANGE OF SHARES

Provided such transactions are permitted under the employer's 401(k) plan
or by the institution, investors may exchange shares of the Portfolio for those
of the U.S. 6-10 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 under the employer's plan or by the institution.

The exchange privilege is not intended to afford shareholders a way to
speculate on shortterm movements in the markets. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Portfolio or otherwise adversely affect the Fund, the exchange
privilege may be terminated. Excessive use of the exchange privilege is defined
as any pattern of exchanges among portfolios by an investor that evidences
market timing. Exchanges will be accepted only if the Fund may issue the shares
of the portfolio being acquired in compliance with the securities laws of 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. However, no taxable
gain or loss will normally be recognized by investors exchanging through a
401(k) plan. 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

REDEMPTION PROCEDURE

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.

REDEMPTION OF SMALL ACCOUNTS

The Fund reserves the right to redeem a shareholder's account if the value
of the shares in the account is $500 or less, whether because of

15
<PAGE>

redemptions, a decline in the Portfolio's net asset value per share or any other
reason. Before the Fund involuntarily redeems shares from such an account and
sends the proceeds to the stockholder, the Fund will give written notice of the
redemption to the stockholder at least sixty days in advance of the redemption
date. The stockholder will then have sixty days from the date of the notice to
make an additional investment in the Portfolio in order to bring the value of
the shares in the account to more than $500 and avoid such involuntary
redemption. The redemption price to be paid to a stockholder for shares
redeemed by the Fund under this right will be the aggregate net asset value of
the shares in the account at the close of business on the redemption date.

IN-KIND REDEMPTIONS

When in the best interests of the Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Master Fund in lieu of cash in
accordance with Rule 18f-1 under the Investment Company Act of 1940. Investors
may incur brokerage charges and other transaction costs selling securities that
were received in payment of redemptions. The Master Fund reserves the right to
redeem its shares in the currencies in which its investments are denominated.
Investors may incur charges in converting such currencies to dollars and the
value of the currencies may be affected by currency exchange fluctuations.

THE FEEDER PORTFOLIO

16
<PAGE>

interest in the Master Fund, the remaining investors in the Master Fund could
experience higher pro rata operating expenses, thereby producing lower returns,
and the Master Fund's security holdings may become less diverse, resulting in
increased risk. Institutional investors that have a greater pro rata ownership
interest in the Master Fund than the Portfolio could have effective voting
control over the operation of the Master Fund.

17
<PAGE>

FINANCIAL HIGHLIGHTS

[NOVEMBER 30, 1998 NUMBERS WILL BE ADDED FOR MARCH FILING]

(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Year Year Year Year Aug. 3
Ended Ended Ended Ended to
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period . . . . . . . [ ] $11.36 $ 9.95 $ 9.48 $10.00
-------- --------- -------- -------- --------

INCOME FROM INVESTMENT OPERATIONS

Net Investment Income. . . . . . . . . . . . . . [ ] 0.17 0.14 0.13 0.06

Net Gains or Losses on Securities
(Both Realized and Unrealized) . . . . . . . . [ ] (0.63) 1.28 0.49 (0.52)
-------- --------- -------- -------- --------

Total from Investment Operations . . . . . . . [ ] (0.46) 1.42 0.62 (0.46)
-------- --------- -------- -------- --------

LESS DISTRIBUTIONS

Distributions (from Net Investment Income) . . . [ ] (0.15) (0.01) (0.13) (0.06)

Distributions (from Gains) . . . . . . . . . . . [ ] (0.10) --- (0.02) ---
-------- --------- --------
Total Distributions. . . . . . . . . . . . . . [ ] (0.25) (0.01) (0.15) (0.06)
-------- --------- -------- -------- --------

Net Asset Value, End of Period . . . . . . . . . . [ ] $10.65 $11.36 $ 9.95 $ 9.48
-------- --------- -------- -------- --------
-------- --------- -------- -------- --------

Total Return . . . . . . . . . . . . . . . . . . . [ ] (4.15)% 14.28% 6.52% (4.73)%#

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (thousands). . . . . . . [ ] $37,610 $30,018 $14,323 $ 7,643

Ratio of Expenses to Average Net Assets (1). . . . [ ] 0.63% 0.86%(a) 0.96%(a) 0.96%*(a)

Ratio of Net Investment Income to Average
Net Assets . . . . . . . . . . . . . . . . . . . [ ] 1.63% 1.67%(a) 1.63%(a) 2.56%*(a)

Portfolio Turnover Rate. . . . . . . . . . . . . . [ ] N/A N/A N/A N/A

Portfolio Turnover Rate of Master Fund . . . . . . [ ] 22.55% 12.23% 9.75% 1.90%*(b)
</TABLE>

*Annualized
#Non-Annualized
(1) Represents the combined ratio for the Portfolio and its respective pro
rata share of its Master Fund.
(a) Had certain waivers and reimbursements not been in effect, the ratios
of expenses to average net assets for the periods ended November 30,
1997, 1996, 1995 and 1994, would have been 0.58%, 0.96%, 1.48% and
12.07%, respectively, and the ratios of net investment income to
average net assets, for the periods ended November 30, 1997, 1996,
1995 and 1994, would have been 1.68%, 1.57%, 1.11% and 1.46%,
respectively.
(b) Master Fund Turnover calculated for the period February 16 to
November 30, 1994.

18
<PAGE>

SERVICE PROVIDERS

<TABLE>

<S> <C>
- -----------------------------------------------------------------------------------------------
INVESTMENT ADVISOR ACCOUNTING SERVICES, DIVIDEND DISBURSING AND
DIMENSIONAL FUND ADVISORS INC. TRANSFER AGENT
1299 Ocean Avenue, 11th floor PFPC INC.
Santa Monica, CA 90401 400 Bellevue Parkway
Tel. No. (310) 3958005 Wilmington, DE 19809
- -----------------------------------------------------------------------------------------------
CUSTODIAN - DOMESTIC LEGAL COUNSEL
PNC BANK, N.A. STRADLEY, RONON, STEVENS & YOUNG, LLP
200 Stevens Drive, Airport Business Center 2600 One Commerce Square
Lester, PA 19113 Philadelphia, PA 191037098
- -----------------------------------------------------------------------------------------------
CUSTODIAN - INTERNATIONAL INDEPENDENT ACCOUNTANTS
CITIBANK, N.A. PRICEWATERHOUSECOOPERS LLP
111 Wall Street 2400 Eleven Penn Center
New York, NY 10005 19th and Market Streets
Philadelphia, PA 19103
- -----------------------------------------------------------------------------------------------
</TABLE>

19
<PAGE>

OTHER AVAILABLE INFORMATION

You can find more information about the Fund and Portfolio in the Fund's
Statement of Additional Information ("SAI") and Annual and Semi-Annual Reports.

STATEMENT OF ADDITIONAL INFORMATION. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.

HOW TO GET THESE AND OTHER MATERIALS:

- - Request free copies from:

- Your plan administrator - if you are a participant in a 401(k) plan
offering the Portfolio.
- Your shareholder services agent - if you are a client or member of an
institution offering the Portfolio.
- The Fund - if you represent a 401(k) plan sponsor or qualifying
institution. Call collect at (310) 395 -8005.

Additional materials describing the Fund and Portfolio, as well as the
Advisor and its investment approach, are also available.

- - Access them on the SEC's Internet site -- http://www.sec.gov.

- - Review and copy them at the SEC's Public Reference Room in Washington D.C.

- - Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549 (you will be charged a copying fee).

DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005

DIMENSIONAL INVESTMENT GROUP INC. -- Registration No. 811-6067

20
<PAGE>

PROSPECTUS

March ___, 1999

PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

[DFA LOGO]

DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------

U.S. 6-10 VALUE PORTFOLIO II