DIMENSIONAL INVESTMENT GROUP INC/
485BPOS, 1999-03-29
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<PAGE>

   
   As filed with the U.S. Securities and Exchange Commission on March 29, 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. 26                                         [X]

                                        and/or

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

     Amendment No. 27                                                        [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).
- ---
 X   on March 30, 1999 pursuant to paragraph (b)
- ---
     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 29, 1999
    
   PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.



                                      [GRAPHIC]




                          DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------
   
   Dimensional Investment Group Inc. is a mutual fund that offers a variety of
investment portfolios.  The Portfolio described in this Prospectus: -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". -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 HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

<PAGE>

                                  TABLE OF CONTENTS

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

     ABOUT THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . .3
     MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     INVESTMENT OBJECTIVE, STRATEGY AND RISKS. . . . . . . . . . . . . . .4
     OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     RISK AND RETURN BAR CHART AND TABLE . . . . . . . . . . . . . . . . .5

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

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

SECURITIES LENDING REVENUE . . . . . . . . . . . . . . . . . . . . . . . .7

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

     MANAGEMENT AND ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . .7
     DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     PURCHASE, VALUATION AND REDEMPTION OF SHARES. . . . . . . . . . . . .7

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

     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . .7
     DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. . . . . . . . . . . .8

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

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

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

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

     IN-KIND PURCHASES . . . . . . . . . . . . . . . . . . . . . . . . . 11

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

     NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     PUBLIC OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . 12

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

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

     REDEMPTION PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . 13
     REDEMPTION OF SMALL ACCOUNTS. . . . . . . . . . . . . . . . . . . . 14
     IN-KIND REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 14

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

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

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17


                                       2

<PAGE>

RISK/RETURN SUMMARY
   
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:  The Master-Feeder structure is relatively new and more
complex.  While this structure is designed to reduce costs, it may not do so. 
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.)
    
   
EQUITY INVESTMENT APPROACH:
    

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 the Advisor's investment
     guidelines.
    
3.   Excluding certain companies after analyzing various factors (for example,
     solvency).

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

   
The Portfolio uses a market capitalization segmentation approach.  Broadly
speaking, this technique involves:
    
   
1.   Dividing all the companies traded on the New York Stock Exchange
     ("NYSE") into 10 groups or "deciles" based on market capitalization.
     Stocks in decile 1 have the biggest market capitalizations and those
     in decile 10, the smallest.
    
   
2.   Combining two or more of these deciles into a market cap segment or range.
    
- -    The Master Fund buys securities directly.  The Portfolio invests in the
     Master Fund's shares.  The two have the same gross investment returns.

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

- -    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.


                                          3
<PAGE>

   
3.   Generally considering a stock (it may not necessarily be NYSE traded) for
     purchase only if its market capitalization falls within the range created.
    
   
For example, the DFA 6-10 Institutional Portfolio purchases stocks with market
caps equivalent to those of stocks in NYSE deciles 6 through 10; thus its name.
    
     
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.

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 designed 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 portfolio companies or economic conditions generally.
    

                                          4
<PAGE>

RISK AND RETURN BAR CHART AND TABLE
     
   
The Bar Chart and Table below illustrate the variability of each Portfolio's
returns and is meant to provide some indication of the risks of investing in 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.
    

<TABLE>
<CAPTION>
                                       [GRAPH]
                           DFA 6-10 INSTITUTIONAL PORTFOLIO


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

<CAPTION>
                              JUNE 1993 - DECEMBER 1998
                      -----------------------------------------
                       HIGHEST QUARTER        LOWEST QUARTER
                       ---------------------------------------
                      <S>                    <C>
                      18.39 (7/97-9/97)      -22.04 (7/98-9/98)
                      ------------------------------------------

<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>


                                          5

<PAGE>

                                  FEES AND EXPENSES
   
Shareholder Fees (fees paid directly from your investment):  None 
    

                           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.
   
<TABLE>
          <S>                                          <C>
          Management Fee                               0.10%
          Other Expenses                               0.12%
                                                       -----
          Total Operating Expenses                     0.22%***
</TABLE>
    
   
**   The "Management Fee" includes an investment management fee payable by 
     the Master Fund and an administration fee 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:
   
<TABLE>
<CAPTION>
                    1 YEAR    3 YEARS   5 YEARS   10 YEARS
                    ------    -------   -------   --------
                    <S>       <C>       <C>       <C>
                    $ 23      $ 71      $124      $280
</TABLE>
    
   
     The table summarizes the aggregate estimated annual operating expenses
before any waivers of both the Portfolio and the Master Fund.  
    

                                          6

<PAGE>

                              SECURITIES LENDING REVENUE
   
     For the fiscal year ended November 30, 1998, the Master Fund received the
following net revenue from a securities lending program which constituted a
percentage of the average daily net assets of the Master Fund (see "SECURITIES
LOANS"):
    
   
<TABLE>
<CAPTION>
     Master Fund                        Net Revenue         Percentage of Assets
     -----------                        -----------         --------------------
     <S>                                <C>                 <C>
     U.S. 6-10 Small Company Series     $571,000                 0.11%
</TABLE>
    


                                      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.")

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 CONSTRUCTION
    
     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


                                          7
<PAGE>

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
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.  
                                          8
<PAGE>
   
     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

     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.  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. 

                                          9
<PAGE>

                   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.

     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.

     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. 

     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.  


                                          10

<PAGE>


     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 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.


                                          11
<PAGE>

                                 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.

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.  


                                          12
<PAGE>


     The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets.  Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the 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 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.")


                                          13
<PAGE>


     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 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.

                                 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.


                                          14
<PAGE>


     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.

<TABLE>
<CAPTION>

                                                      DIMENSIONAL INVESTMENT GROUP INC.

                                                    THE DFA 6-10 INSTITUTIONAL PORTFOLIO

                                                            FINANCIAL HIGHLIGHTS

                                              (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                               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 . . . . $ 11.90         $ 14.60        $ 12.79        $ 10.29        $ 10.61
                                             -------         -------        -------        -------        -------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . .    0.08            0.08           0.13           0.13           0.13
     Net Gains (Losses) on Securities
      (Realized and Unrealized). . . . . . .   (1.10)           2.46           2.22           2.84          (0.08)
                                             -------         -------        -------        -------        -------
     Total from Investment Operations. . . .   (1.02)           2.54           2.35           2.97           0.05
                                             -------         -------        -------        -------        -------
Less Distributions
- ------------------
     Net Investment Income . . . . . . . . .   (0.08)          (0.13)         (0.02)         (0.13)         (0.21)
     Net Realized Gains. . . . . . . . . . .   (1.00)          (5.11)         (0.52)         (0.34)         (0.16)
                                             -------         -------        -------        -------        -------
     Total Distributions . . . . . . . . . .   (1.08)          (5.24)         (0.54)         (0.47)         (0.37)
                                             -------         -------        -------        -------        -------
Net Asset Value, End of Period . . . . . . . $  9.80         $ 11.90        $ 14.60        $ 12.79        $ 10.29
                                             -------         -------        -------        -------        -------
                                             -------         -------        -------        -------        -------
Total Return . . . . . . . . . . . . . . . .   (9.09)%         26.52%         19.04%         29.08%          0.53%
Net Assets, End of Period (thousands). . . . $98,680         $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)       0.20%(a)
Ratio of Net Investment Income to Average
 Net Assets. . . . . . . . . . . . . . . . .    1.26%(a)        0.77%(a)       0.47%(a)       1.12%(a)       1.93%(a)
Portfolio Turnover Rate. . . . . . . . . . .    N/A             N/A            N/A            N/A            N/A
Portfolio Turnover Rate of Master 
 Fund Series . . . . . . . . . . . . . . . .   29.15%          30.04%         32.38%         21.16%         27.65%
- -------------------------
</TABLE>

(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the years ended November 30,
     1998 through 1994 would have been 0.22%, 0.40%, 0.38%, 0.56%, and 0.82%,
     respectively, and the ratios of net investment income to average net assets
     for the years ended November 30, 1998 through 1994 would have been 1.24%,
     0.57%, 0.28%, 0.77%, and 1.31%, respectively.


                                     16

<PAGE>

   
                             SERVICE PROVIDERS

- -------------------------------------------------------------------------------
  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) 395-8005                    Wilmington, DE  19809          
- -------------------------------------------------------------------------------
      CUSTODIAN                                   LEGAL COUNSEL
  PFPC TRUST COMPANY                  STRADLEY, RONON, STEVENS & YOUNG, LLP
 400 Bellevue Parkway                        2600 One Commerce Square
Wilmington, DE  19809                       Philadelphia, PA  191037098
- -------------------------------------------------------------------------------
                          INDEPENDENT ACCOUNTANTS
                         PRICEWATERHOUSECOOPERS LLP
                          2400 Eleven Penn Center
                          19th and Market Streets
                          Philadelphia, PA  19103
- -------------------------------------------------------------------------------
    


                                     17
<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


                                          18


<PAGE>

                                      PROSPECTUS

   
                                    March 29, 1999
    

  PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.



                                        [LOGO]



                          DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------
   
  Dimensional Investment Group Inc. is a mutual fund that offers a variety 
of investment portfolios.  The Portfolio described in this Prospectus: -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". -Is designed for long-term investors.
    


                          U.S. LARGE CAP VALUE PORTFOLIO II


   
 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION 
                        TO THE CONTRARY IS A CRIMINAL OFFENSE.
    


<PAGE>

                                  TABLE OF CONTENTS

TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
RISK/RETURN SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     ABOUT THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . .3
     MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     INVESTMENT OBJECTIVE, STRATEGY AND RISKS. . . . . . . . . . . . . . . .4
     OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     RISK AND RETURN BAR CHART AND TABLE . . . . . . . . . . . . . . . . . .5
FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . .6
SECURITIES LENDING REVENUE . . . . . . . . . . . . . . . . . . . . . . . . .7
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     MANAGEMENT AND ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . .7
     DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     PURCHASE, VALUATION AND REDEMPTION OF SHARES. . . . . . . . . . . . . .7
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .7
     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . .8
     DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. . . . . . . . . . . . .8
SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . .9
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . .9
PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     PUBLIC OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . 11
EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     REDEMPTION PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . 12
     REDEMPTION OF SMALL ACCOUNTS. . . . . . . . . . . . . . . . . . . . . 12
     IN-KIND REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE FEEDER PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15


                                          2
<PAGE>

RISK/RETURN SUMMARY

   
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:  The Master-Feeder structure is relatively new and more
complex.  While this structure is designed to reduce costs, it may not do so. 
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.)
    
                                                                           
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.

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 the Advisor's investment
     guidelines.

3.   Excluding certain companies after analyzing various factors (for example,
     solvency).
     
4.   Purchasing stocks so the portfolio is generally market cap weighted.
     
The Portfolio uses a market capitalization segmentation approach.  Broadly
speaking, this technique involves:
   
1.   Dividing all the companies traded on the New York Stock Exchange ("NYSE")
     into 10 groups or "deciles" based on market capitalization.  Stocks in
     decile 1 have the biggest market capitalizations and those in decile 10,
     the smallest.
          
2.   Combining two or more of these deciles into a market cap segment or range.
          
- -    The Master Fund buys securities directly.  The Portfolio invests in the
     Master Fund's shares.  The two have the same gross investment returns.

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

- -    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.


                                          3
<PAGE>

3.   Generally considering a stock (it may not necessarily be NYSE traded) for
     purchase only if its market capitalization falls within the range created.
     
For example, the U.S. Large Cap Value Portfolio II buys stock with market caps
in the range defined by stocks in NYSE deciles 1 through 5.
                                                  
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.
                                                  
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:
               
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 designed 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 portfolio securities or economic conditions generally.
    
                                                  
   
- -    "Value Stocks":  Compared to other stocks, value stocks sell for low prices
     relative to their earnings, dividends or book value. 
    

- -    In selecting value stocks, the Advisor primarily considers price relative
     to book value.


                                          4
<PAGE>

RISK AND RETURN BAR CHART AND TABLE
                                                  
   
The Bar Chart and Table below illustrate the variability of the Portfolio's
returns and is meant to provide some indication of the risks of investing in 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.
    

                                       [GRAPH]
                          U.S. LARGE CAP VALUE PORTFOLIO II

<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>


                                          5
<PAGE>


                                  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.

   
     Management Fee                0.11%
     Other Expenses                0.28%
                                   -----
     Total Operating Expenses      0.39%***
    
   
     **   The "Management Fee" includes an investment management fee payable 
          by the Master Fund and an administration fee 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 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.  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.

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:  

<TABLE>
<CAPTION>

          1 YEAR         3 YEARS        5 YEARS        10 YEARS
          ------         -------        -------        --------
<S>                      <C>            <C>            <C>
          $ 40           $125           $219           $493

</TABLE>

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


                                          6
<PAGE>


                              SECURITIES LENDING REVENUE

   
     For the fiscal year ended November 30, 1998, the Master Fund received the
following net revenue from a securities lending program which constituted a
percentage of the average daily net assets of the Master Fund (see "SECURITIES
LOANS"):
    

   
<TABLE>
<CAPTION>

     MASTER FUND                   NET REVENUE    PERCENTAGE OF ASSETS
     -----------                   -----------    --------------------
<S>                                <C>            <C>
     U.S. Large Cap Value Series   $210,000                 0.01%
</TABLE>
    
     
                                      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 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. 
    


                                          7
<PAGE>

   
PORTFOLIO CONSTRUCTION
    

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.

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.  It is management's belief that the value stocks of large U.S.
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 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.  

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 large U.S. companies with high book to market ratios whose stock
is eligible for investment.  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.

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


                                          8
<PAGE>

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.

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 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.

                   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.  

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).


                                          9
<PAGE>

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.

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.

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. 

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.


                                          10
<PAGE>

                                 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.  

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 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, 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.  


                                          11
<PAGE>

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.  

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 


                                          12
<PAGE>


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."


                                          13
<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.

<TABLE>
<CAPTION>

                                                      DIMENSIONAL INVESTMENT GROUP INC.

                                                      U.S. LARGE CAP VALUE PORTFOLIO II

                                                            FINANCIAL HIGHLIGHTS

                                              (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                               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 . . . . $18.72           $15.43        $ 12.72        $  9.48        $ 10.00
                                             -------         -------        -------        -------        -------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . .   0.32             0.24           0.20           0.17           0.11
     Net Gains (Losses) on Securities
      (Realized and Unrealized). . . . . . .   1.74             3.50           2.54           3.40          (0.52)
                                             -------         -------        -------        -------        -------
     Total from Investment Operations. . . .   2.06             3.74           2.74           3.57          (0.41)
                                             -------         -------        -------        -------        -------
Less Distributions
- ------------------
     Net Investment Income . . . . . . . . .  (0.25)           (0.20)         (0.03)         (0.17)         (0.11)
     Net Realized Gains. . . . . . . . . . .  (0.71)           (0.25)          --            (0.16)          --
                                             -------         -------        -------        -------        -------
     Total Distributions . . . . . . . . . .  (0.96)           (0.45)         (0.03)         (0.33)         (0.11)
                                             -------         -------        -------        -------        -------
Net Asset Value, End of Period . . . . . . $  19.82          $ 18.72        $ 15.43        $ 12.72        $  9.48
                                             -------         -------        -------        -------        -------
                                             -------         -------        -------        -------        -------
Total Return . . . . . . . . . . . . . . . .  11.69%           24.98%         21.59%         37.76%         (4.14)%#
Net Assets, End of Period (thousands) . . . $45,135          $50,369        $26,079         $7,110         $1,285
Ratio of Expenses to Average 
 Net Assets (1). . . . . . . . . . . . . . .   0.39%            0.45%          0.82%          0.96%(a)       0.96%*(a)
Ratio of Net Investment Income to Average
 Net Assets. . . . . . . . . . . . . . . . .   1.44%            1.62%          1.80%          2.37%(a)       5.39%*(a)
Portfolio Turnover Rate . . . . . . . . . .     N/A              N/A            N/A            N/A            N/A
Portfolio Turnover Rate of Master 
 Fund Series . . . . . . . . . . . . . . . .  24.07%           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 Series.
(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 Series Turnover calculated for the year ended November 30,
     1994.


                                          14
<PAGE>

                                  SERVICE PROVIDERS



   
               INVESTMENT ADVISOR               ACCOUNTING SERVICES, DIVIDEND
         DIMENSIONAL FUND ADVISORS INC.         DISBURSING 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
               PFPC TRUST COMPANY          STRADLEY, RONON, STEVENS & YOUNG, LLP
              400 Bellevue Parkway               2600 One Commerce Square
              Wilmington, DE  19809              Philadelphia, PA 191037098

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


                                          15
<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 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


                                          16

<PAGE>

                                      PROSPECTUS
   
                                    March 29, 1999
    

  PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.



                                        [LOGO]



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


   
    Dimensional Investment Group Inc. is a mutual fund that offers a variety of
     investment portfolios.  The Portfolio described in this Prospectus: -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".
                       -Is designed for long-term investors.
    


                         DFA INTERNATIONAL VALUE PORTFOLIO II











   
      THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
        THESE SECURITIES OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS.  ANY
               REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
<PAGE>

                                  TABLE OF CONTENTS


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

     ABOUT THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     INVESTMENT OBJECTIVE, STRATEGY AND RISKS. . . . . . . . . . . . . . . . . 4
     OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     RISK AND RETURN BAR CHART AND TABLE . . . . . . . . . . . . . . . . . . . 5

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

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

SECURITIES LENDING REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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

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

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

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

MALAYSIAN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

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

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

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

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

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

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

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

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

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16


                                          2
<PAGE>

RISK/RETURN SUMMARY

   
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.  While this structure is designed to reduce
costs, it may not do so.  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.)
    



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.

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, stocks of larger
     non-U.S. companies).
   
2.   Creating a sub-set of companies meeting the Advisor's 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.

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

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

- -    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.


                                          3
<PAGE>

INVESTMENT OBJECTIVE, STRATEGY AND RISKS

- -    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.
   
FOREIGN SECURITIES AND CURRENCIES RISK:  Foreign securities prices may decline
or fluctuate because of: (a) economic or political actions of foreign
governments, and/or (b) less regulated or liquid securities markets.  Investors
holding these securities are also exposed to foreign currency risk (the
possibility that foreign currency will fluctuate in value against the U.S.
dollar).  Foreign currency risk can be minimized by hedging.  However, hedging
may be expensive.
    




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
may 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 on an ongoing basis that the Portfolio and
Master Fund remain 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:

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.
   
- -    "VALUE STOCKS":  Compared  to other stocks, value stocks sell for low
     prices relative to their earnings, dividends or book value.
    
- -    In selecting value stocks, the Advisor primarily considers price
relative to book value.
   
- -    The Portfolio's foreign currency risks generally are not hedged.
    

                                          4
<PAGE>

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.  The Advisor has taken steps designed
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 portfolio companies or economic conditions
generally.
    

RISK AND RETURN BAR CHART AND TABLE
   
The Bar Chart and Table below illustrate the variability of the Portfolio's
returns and is meant to provide some indication of the risks of investing in 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.
    

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

DFA INTERNATIONAL                    [GRAPH]
VALUE PORTFOLIO II

<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>

<TABLE>
<CAPTION>
                                   PERIODS ENDING DECEMBER 31, 1998
                                   --------------------------------
                                              ONE         SINCE 9/94
ANNUALIZED RETURNS (%)                       YEAR          INCEPTION
- ----------------------------------------------------------------------
<S>                                          <C>          <C>
DFA INTERNATIONAL VALUE PORTFOLIO II         14.89           5.72
MSCI EAFE INDEX                              19.99           7.73
- ----------------------------------------------------------------------
</TABLE>

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


                                          5

<PAGE>

                                  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.

   
<TABLE>
          <S>                                <C>
          Management Fee                     0.21%
          Other Expenses                     0.34%
                                             ----
          Total Operating Expenses           0.55%***
</TABLE>
    

**The "Management Fee" includes an investment management fee payable by the 
Master Fund and an administration fee 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.  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.

     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:

   
<TABLE>
<CAPTION>
             1 Year           3 Years          5 Years         10 Years
             ------           -------          -------         --------
             <S>              <C>              <C>             <C>
               $56              $176             $307             $689
</TABLE>
    

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


                                          6

<PAGE>

                             SECURITIES LENDING REVENUE
   
     For the fiscal year ended November 30, 1998, the Master Fund received the
following net revenue from a securities lending program which constituted a
percentage of the average daily net assets of the Master Fund (see "SECURITIES
LOANS"):
    
   
<TABLE>
<CAPTION>
Master Fund                        Net Revenue    Percentage of Assets
- -----------                        -----------    --------------------
<S>                                <C>            <C>
DFA International Value Series     $1,385,000          0.08%
</TABLE>
    


                                      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 (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, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, 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.


                                          7
<PAGE>
   
PORTFOLIO CONSTRUCTION
    
   
     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.  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.  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.
    
   
     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 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

                                          8
<PAGE>

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.

     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
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 operated to
severely constrain or prohibit foreign investors, including the Master Fund,
from repatriating assets. Pursuant to these regulations, the Master Fund was not
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 stopped additional
investing in Malaysia effective September 10, 1998.  On February 4, 1999, the
Malaysian government announced the imposition of a levy on repatriation of
portfolio capital.  The levy replaced the 12-month holding period imposed under
the September 1, 1998 exchange control rules.  The amount of the levy depends on
the duration that funds have been held in Malaysia.  With respect to funds
invested in Malaysia prior to February 15, 1999, which includes all the funds so
invested by the Master Funds, profits from investment made during the 12-month
holding period are exempt from imposition of a levy.  A levy will be imposed,
however, on the amount of capital that is repatriated.  Although there is some
confusion in the market concerning the mechanics of the levy, it appears that
any principal repatriated after one year from September 1, 1998 will not attract
any levy.  Principal amounts that are repatriated within one year will be
subject to a levy at a decreasing rate, depending on the duration the principal
is held.  The Advisor is closely monitoring the situation to determine when to
begin divesting the Portfolios and Master Funds of their Malaysian assets
without adverse affect.
    


                                          9
<PAGE>

     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 is treating its investments in Malaysian securities as illiquid.
As of March 1, 1999, Malaysian securities constitute approximately 0.29 % of the
net asset value of the Master Fund.


                             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.

     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.

     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 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 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.

     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).


                                          10
<PAGE>


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

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

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

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

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

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


                                  PURCHASE OF SHARES

     Shares of the Portfolio are sold only (i) to fund deferred compensation
plans which are exempt from taxation under section 401(k) of the 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.


                                          11
<PAGE>

     Institutions which purchase shares of the Portfolio for the accounts of
their customers may impose separate charges on those customers for account
services.  The Fund does not impose a minimum purchase requirement, but
investors who wish to purchase shares of the Portfolio should determine whether
their employer's plan or institution imposes a minimum transaction requirement.


                                 VALUATION OF SHARES

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.
   
     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 mean between the most
recent quoted bid and asked prices 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.


                                  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.


                                          12
<PAGE>

     The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets.  Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the 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.

     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 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.


                                          13
<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."


                                       14
<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.

                     DIMENSIONAL INVESTMENT GROUP INC.

                    DFA INTERNATIONAL VALUE PORTFOLIO II

                            FINANCIAL HIGHLIGHTS

              (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 . . . . $ 10.65         $ 11.36        $  9.95        $  9.48        $ 10.00
                                             -------         -------        -------        -------        -------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . .   0.26             0.17           0.14           0.13           0.06
     Net Gains (Losses) on Securities
      (Realized and Unrealized). . . . . . .   0.99            (0.63)          1.28           0.49          (0.52)
                                             -------         -------        -------        -------        -------
     Total from Investment Operations. . . .   1.25            (0.46)          1.42           0.62          (0.46)
                                             -------         -------        -------        -------        -------

Less Distributions
- ------------------
     Net Investment Income . . . . . . . . .  (0.22)           (0.15)         (0.01)         (0.13)         (0.06)
     Net Realized Gains. . . . . . . . . . .  (0.13)           (0.10)            --          (0.02)            --
                                             -------         -------        -------        -------        -------
     Total Distributions . . . . . . . . . .  (0.35)           (0.25)         (0.01)         (0.15)         (0.06)
                                             -------         -------        -------        -------        -------
Net Asset Value, End of Period . . . . . . .$ 11.55          $ 10.65        $ 11.36        $  9.95        $  9.48
                                             -------         -------        -------        -------        -------
                                             -------         -------        -------        -------        -------
Total Return . . . . . . . . . . . . . . . .  12.25%           (4.15)%#       14.28%          6.52%         (4.73)%#

Net Assets, End of Period (thousands) . . .  $36,824         $37,610        $30,018        $14,323         $7,643
Ratio of Expenses to Average
 Net Assets (1). . . . . . . . . . . . . . .   0.55%            0.63%(a)       0.86%(a)       0.96%(a)       0.96%*(a)
Ratio of Net Investment Income to Average
 Net Assets. . . . . . . . . . . . . . . . .   2.01%            1.63%(a)       1.67%(a)       1.63%(a)       2.56%*(a)
Portfolio Turnover Rate . . . . . . . . . .      N/A             N/A            N/A            N/A            N/A
Portfolio Turnover Rate of Master
 Fund Series . . . . . . . . . . . . . . . .  15.41%           22.55%         12.23%          9.75%          1.90%*
- -------------------------
</TABLE>
*    Annualized
#    Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1997 through 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 through 1994 would have been 1.68%,
     1.57%, 1.11% and 1.46%, respectively.
N/A  Refer to the respective Master Fund Series.


                                          15
<PAGE>

                                  SERVICE PROVIDERS
   
- --------------------------------------------------------------------------------
               INVESTMENT ADVISOR                ACCOUNTING SERVICES, DIVIDEND
          DIMENSIONAL FUND ADVISORS INC.         DISBURSING 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 - DOMESTIC                   LEGAL COUNSEL
                PFPC TRUST COMPANY         STRADLEY, RONON, STEVENS & YOUNG, LLP
               400 Bellevue Parkway              2600 One Commerce Square
               Wilmington, DE  19809           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

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

                                          16
<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 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


                                      17
<PAGE>

                                      PROSPECTUS
   
                                    March 29, 1999
    

   PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.


                                        [LOGO]


                          DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------
   
  Dimensional Investment Group Inc. is a mutual fund that offers a variety of
   investment portfolios.  The Portfolio described in this Prospectus: -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". -Is designed for
                            long-term investors.
    


                           U.S. 6-10 VALUE PORTFOLIO II




   
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
 SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                       TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
<PAGE>

                                  TABLE OF CONTENTS


RISK/RETURN SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     ABOUT THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     INVESTMENT OBJECTIVE, STRATEGY AND RISKS . . . . . . . . . . . . . . . . 4
     OTHER RISKS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     RISK AND RETURN BAR CHART AND TABLE. . . . . . . . . . . . . . . . . . . 5
FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ANNUAL FUND OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . 6
SECURITIES LENDING REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . 7
HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     MANAGEMENT AND ADMINISTRATIVE SERVICES . . . . . . . . . . . . . . . . . 7
     DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     PURCHASE, VALUATION AND REDEMPTION OF SHARES . . . . . . . . . . . . . . 7
INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . . . . 7
     PORTFOLIO CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 7
     DEVIATION FROM MARKET CAPITALIZATION WEIGHTING . . . . . . . . . . . . . 8
SECURITIES LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
MANAGEMENT OF THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . 9
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . 9
PURCHASE OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
VALUATION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     PUBLIC OFFERING PRICE. . . . . . . . . . . . . . . . . . . . . . . . . .11
EXCHANGE OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     REDEMPTION PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . .12
     REDEMPTION OF SMALL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . .12
     IN-KIND REDEMPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .12
THE FEEDER PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
SERVICE PROVIDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15


                                          2
<PAGE>

RISK/RETURN SUMMARY

   
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:  The Master-Feeder structure is relatively new and more
complex.  While this structure is designed to reduce costs, it may not do so. 
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.)
    

EQUITY INVESTMENT APPROACH:

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 the Advisor's investment
     guidelines.
    
3.   Excluding certain companies after analyzing various factors (for example,
     solvency).

4.   Purchasing stocks so the portfolio is generally market cap weighted.
   
The Portfolio uses a market capitalization segmentation approach.  Broadly
speaking, this technique involves:
    
   
1.   Dividing all the companies traded on the New York Stock Exchange ("NYSE")
     into 10 groups or "deciles" based on market capitalization.  Stocks in
     decile 1 have the biggest market capitalizations and those in decile 10,
     the smallest.
    
   
2.   Combining two or more of these deciles into a market cap segment or range.
    

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

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

- -    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.

                                          3
<PAGE>

   
3.   Generally considering a stock (it may not necessarily be NYSE traded) for
     purchase only if its market capitalization falls within the range created.
    
   
For example, the U.S. 6-10 Value Portfolio II purchases value stocks with market
caps equivalent to those of stocks in NYSE deciles 6 through 10; thus its name.
    

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.


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 designed 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 portfolio securities or economic conditions generally.
    

   
- -    "VALUE STOCKS": Compared to other stocks, value stocks sell for low prices
     relative to their earnings, dividends or book value.
    
- -    In selecting value stocks, the Advisor primarily considers price relative
     to book value.

                                          4
<PAGE>

RISK AND RETURN BAR CHART AND TABLE
   
The Bar Chart and Table below illustrate the variability of the Portfolio's
returns and is meant to provide some indication of the risks of investing in the
Portfolio.  Shown are changes in performance from year to year, and how annual
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.
    
                                        [GRAPH]
     DFA 6-10 VALUE PORTFOLIO II      

<TABLE>
<CAPTION>
                                             1995      1996      1997      1998
     ---------------------------------------------------------------------------
     <S>                                     <C>       <C>       <C>       <C>
     TOTAL RETURNS(%)                        28.84     22.06     30.84     -7.17

<CAPTION>
                             SEPTEMBER 1994-DECEMBER 1998
                             ----------------------------
                    HIGHEST QUARTER               LOWEST QUARTER
               -----------------------------------------------------
                    <S>                           <C>
                    18.20 (7/97-9/97)             -22.25 (7/98-9/98)

<CAPTION>
                                                PERIODS ENDING DECEMBER 31, 1998
                                                --------------------------------
                                                     ONE              SINCE 9/94
ANNUALIZED RETURNS (%)                               YEAR             INCEPTION
- --------------------------------------------------------------------------------
<S>                                                  <C>              <C>
DFA 6-10 VALUE PORTFOLIO II                          -7.17              14.93

RUSSELL 2000 VALUE INDEX                             -6.44              14.63
</TABLE>


                                          5
<PAGE>

                                  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. 
   
<TABLE>
          <S>                                               <C>
          Management Fee                                    0.21%
          Other Expenses                                    0.24%
          Total Operating Expenses                          0.45%***
</TABLE>
    

   
     **The "Management Fee" includes an investment management fee payable by 
     the Master Fund and an administration fee 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 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.  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.

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:
   
<TABLE>
<CAPTION>
           1 YEAR             3 YEARS              5 YEARS            10 YEARS
           ------             -------              -------            --------
           <S>                <C>                  <C>                <C>
            $ 46               $144                 $252                $567
</TABLE>
    


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


                                          6
<PAGE>

                              SECURITIES LENDING REVENUE
   
     For the fiscal year ended November 30, 1998, the Master Fund received the
following net revenue from a securities lending program which constituted a
percentage of the average daily net assets of the Master Fund (see "SECURITIES
LOANS"):
    
   
<TABLE>
<CAPTION>

     Master Fund              Net Revenue    Percentage of Assets
     -----------              -----------    --------------------
     <S>                      <C>            <C>
     U.S. 6-10 Value Series   $1,196,000            0.05%
</TABLE>
    

                                      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 (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 U.S. 6-10 Value Series of the Trust (the "Master Fund"), which has
the same investment objective and policies as the Portfolio.  The Master Fund
invests in common stocks of small 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, the shares of a company
will be considered to have a high book to market ratio if the ratio equals or
exceeds the ratios of any of the 30% of companies with the highest positive book
to market ratios whose shares are listed on the 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 "small"
if its market capitalization (i.e., the market price of its common stock
multiplied by the number of outstanding shares) is less than the market
capitalization of the NYSE-listed company with the median market capitalization
of all such listed companies.
   
PORTFOLIO CONSTRUCTION
    
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 small 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


                                          7
<PAGE>

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.

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.  It is management's belief that the value stocks of small U.S.
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 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.  

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 small U.S. companies with high book to market ratios whose stock
is eligible for investment.  Only common stocks whose market capitalizations are
not more than the maximum on such list will be purchased by the Master Fund. 
Additional investments will not be made in securities which have appreciated in
value to such an extent that they are not then considered by the Advisor to be
small companies.  This may result in further deviation from market
capitalization weighting and such deviation could be substantial if a
significant amount of the Master Fund's holdings increase in value sufficiently
to be excluded from the then current market capitalization requirement for
eligible securities, but not by a sufficient amount to warrant their sale. 
   
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 increases to a level that substantially
exceeds that of the issuer with the largest market capitalization which is then
eligible for investment 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.  The Master Fund anticipates that it will generally
retain securities of issuers with relatively smaller market capitalizations for
longer periods, despite any decrease in the issuer's book to market ratio. 
However, securities, including those eligible for purchase, may be sold at any
time when, in the Advisor's judgment, circumstances warrant their sale.


                                          8
<PAGE>

                                   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.

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 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 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 the Master Fund on the basis of their relative net
assets.


                   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.  

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).

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


                                          9
<PAGE>

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.

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.  

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. 

In addition to federal taxes, shareholders may be subject to state and local
taxes on distributions from the Portfolio and on gains 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

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.


                                 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

                                          10
<PAGE>

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.

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. Large Cap 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 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, 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 a loss on the transaction.  The Fund reserves the right to
revise or terminate the exchange privilege or limit the amount of or reject any
exchange, as deemed necessary, at any time.


                                          11
<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


                                          12
<PAGE>

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."


                                          13
<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.


                          DIMENSIONAL INVESTMENT GROUP INC.

                             U.S. 6-10 VALUE PORTFOLIO II

                                 FINANCIAL HIGHLIGHTS

                   (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 . . .  $  19.20        $  14.67       $  12.13       $   9.65        $  10.00
                                            --------        --------       --------       --------        --------
Income from Investment Operations
- ---------------------------------
  Net Investment Income. . . . . . . . . .      0.12            0.08           0.08           0.06           0.11
  Net Gains (Losses) on Securities
   (Realized and Unrealized) . . . . . . .     (1.84)           4.77           2.51           2.63           (0.35)
                                            --------        --------       --------       --------        --------
  Total from Investment Operations . . . .     (1.74)           4.85           2.59           2.69           (0.24)
                                            --------        --------       --------       --------        --------
Less Distributions
- ------------------
  Net Investment Income  . . . . . . . . .     (0.11)          (0.07)         (0.01)         (0.06)          (0.11)
  Net Realized Gains . . . . . . . . . . .     (0.64)          (0.25)         (0.04)         (0.15)             --
                                            --------        --------       --------       --------        --------
  Total Distributions. . . . . . . . . . .     (0.75)          (0.32)         (0.05)         (0.21)          (0.11)
                                            --------        --------       --------       --------        --------
Net Asset Value, End of Period . . . . . .  $  16.73        $  19.20       $  14.67       $  12.13        $   9.65
                                            --------        --------       --------       --------        --------
                                            --------        --------       --------       --------        --------
Total Return . . . . . . . . . . . . . . .     (9.19)%         33.75%         21.39%         27.90%          (2.39)%#
Net Assets, End of Period (thousands). . .  $ 85,074        $125,061       $ 40,637       $ 14,290        $  6,055
Ratio of Expenses to Average 
  Net Assets (1) . . . . . . . . . . . . .      0.45%           0.48%(a)       0.85%(a)       0.96%(a)        0.96%*(a)
Ratio of Net Investment Income to Average
  Net Assets . . . . . . . . . . . . . . .      0.59%           0.62%(a)       0.77%(a)       0.68%(a)        4.78*(a)
Portfolio Turnover Rate. . . . . . . . . .       N/A             N/A            N/A            N/A             N/A
Portfolio Turnover Rate of Master Fund
  Series . . . . . . . . . . . . . . . . .     22.51%          25.47%         14.91%         20.62%           8.22%(b)
</TABLE>

- ----------------
*    Annualized
#    Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1997 through 1994 would have been 0.47%, 0.88%, 1.50% and 2.33%,
     respectively and the ratios of net investment income to average net assets
     for the periods ended November 30, 1997 through 1994 would have been 0.63%,
     0.74%, 0.14%, and 3.41%, respectively.
(b)  Master Fund Series turnover calculated for the year ended November 30,
     1994.


                   See accompanying Notes to Financial Statements.


                                          14
<PAGE>


                                  SERVICE PROVIDERS
- -------------------------------------------------------------------------------
           INVESTMENT ADVISOR                 ACCOUNTING SERVICES, DIVIDEND
     DIMENSIONAL FUND ADVISORS INC.           DISBURSING 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
           PFPC TRUST COMPANY             STRADLEY, RONON, STEVENS & YOUNG, LLP
          400 Bellevue Parkway                  2600 One Commerce Square
          Wilmington, DE  19809                Philadelphia, PA  191037098
    
- -------------------------------------------------------------------------------
                             INDEPENDENT ACCOUNTANTS
                           PRICEWATERHOUSECOOPERS LLP
                             2400 Eleven Penn Center
                             19th and Market Streets
                             Philadelphia, PA  19103
- -------------------------------------------------------------------------------


                                          15
<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 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


                                          16

<PAGE>


                                      PROSPECTUS
   
                                    March 29, 1999
    

  PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.


                                       [LOGO]


                          DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------
   
Dimensional Investment Group Inc. is a mutual fund that offers a variety of 
investment portfolios.  Each Portfolio described in this Prospectus: -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 of 
registered investment advisers. -Does not charge a sales commission or 
"load".  -Is designed for long-term investors.
    

                          U.S. LARGE CAP VALUE PORTFOLIO III

                    TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II

                        DFA INTERNATIONAL VALUE PORTFOLIO III




   
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                        TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

<PAGE>


                                  TABLE OF CONTENTS

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

     ABOUT THE PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . .3
     MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     INVESTMENT OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . .4
     OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     RISK AND RETURN BAR CHARTS AND TABLES . . . . . . . . . . . . . . .6

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . .7

SECURITIES LENDING REVENUE . . . . . . . . . . . . . . . . . . . . . . .8

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . .8

     DFA INTERNATIONAL VALUE PORTFOLIO III . . . . . . . . . . . . . . .8
     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . .9
     MALAYSIAN SECURITIES. . . . . . . . . . . . . . . . . . . . . . . .9
     THE U.S. VALUE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . 10
     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . 10
     TAX MANAGEMENT STRATEGIES . . . . . . . . . . . . . . . . . . . . 10

EQUITY PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING . . . . . . . . . . . . 11

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

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

     CONSULTING SERVICES - INTERNATIONAL VALUE SERIES. . . . . . . . . 13

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . 13

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

     IN KIND PURCHASES . . . . . . . . . . . . . . . . . . . . . . . . 15

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

     NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . 15
     PUBLIC OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . 16

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

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

     REDEMPTION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . 17
     REDEMPTION OF SMALL ACCOUNTS. . . . . . . . . . . . . . . . . . . 17
     REDEMPTION IN-KIND. . . . . . . . . . . . . . . . . . . . . . . . 17

THE FEEDER PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . 18

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 19

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 21


                                          2
<PAGE>

RISK/RETURN SUMMARY

ABOUT THE PORTFOLIOS

THE PORTFOLIOS HAVE SPECIAL STRUCTURES: The Portfolios are "Feeder Portfolios"
- -- portfolios that do not buy individual securities directly.  Instead, they
invest in corresponding mutual funds called "Master Funds".  Master Funds in
turn purchase stocks, bonds and/or other securities.

   
POSSIBLE COMPLICATIONS:  The Master-Feeder structure is relatively new and more
complex.  While this structure is designed to reduce costs, it may not do so.
As a result, a Portfolio might encounter operational or other complications.
    

MANAGEMENT
   
Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for the
Master Funds.  (A Feeder Portfolio does not need an investment manager.)
    
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.


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 the Advisor's investment
     guidelines.
    
3.   Excluding certain companies after analyzing various factors (for example,
     solvency).

4.   Purchasing stocks so the portfolio is generally market cap weighted.
   
The U.S. Large Cap Value Portfolio III and the Tax-Managed U.S. Marketwide Value
Portfolio II use a market capitalization segmentation approach.  Broadly
speaking, this technique involves:
    
   
1.   Dividing all the companies traded on the New York Stock Exchange ("NYSE")
     into 10 groups or "deciles" based on market capitalization.  Stocks in
     decile 1 have the biggest market capitalizations and those in decile 10,
     the smallest.
    
   
2.   Combining two or more of these deciles into a market cap segment or range.
    

- -    A Master Fund buys securities directly.  A corresponding Feeder Portfolio
     invests in the Master Fund's shares.  The two have the same gross
     investment returns.

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

- -    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.


                                          3
<PAGE>


   
3.   Generally considering a stock (it may not necessarily be NYSE traded) for
     purchase only if its market capitalization falls within the range created.
    
   
For example, the U.S. Large Cap Value Portfolio III buys stock with market caps
in the range defined by stocks in NYSE deciles 1 through 5.
    

TAX MANAGED PORTFOLIO STRATEGIES:

The Advisor's tax management strategies are designed to minimize taxable
distributions to shareholders.  Generally, the Advisor buys and sells a tax
managed portfolio's securities with the goals of:

1.   Delaying the realization of net capital gains (e.g.,  appreciated stocks
     might be sold later).

2.   Maximizing the extent to which any realized net capital gains are long-term
     in nature (i.e., taxable at lower capital gains tax rates).

3.   Minimizing dividend income.

MARKET RISK:  Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer specific events will cause the value of
securities, and the Portfolios that own them, to rise or fall.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS


U.S. LARGE CAP VALUE PORTFOLIO III
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II

- -    INVESTMENT OBJECTIVE(S):

     -    U.S. LARGE CAP VALUE PORTFOLIO III: Long-term capital appreciation.
     -    TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II: Long-term capital
          appreciation while minimizing federal income taxes on returns.

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

- -    HOW THE PORTFOLIOS DIFFER: The Portfolios focus on different parts of the
     value stocks universe:

     -    U.S. Large CaP Value Portfolio III -- Large capitalization stocks.
     -    Tax-Managed U.S. Marketwide Value Portfolio II - Large, mid and small
          capitalization issues.

     Only the Tax-Managed Portfolio employs the Advisor's tax management
     strategies.

DFA INTERNATIONAL VALUE PORTFOLIO III

- -    INVESTMENT OBJECTIVE: Long-term capital appreciation.

- -    Shareholders of Tax-Managed U.S.Marketwide Value Portfolio II may save on
     taxes while they hold their shares. However, they will still have to
     pay taxes if they sell their shares at a profit.
   
- -    "VALUE STOCKS":  Compared to other stocks, value stocks sell for low prices
     relative to their earnings, dividends or book value.
    
- -    In selecting value stocks, the Advisor primarily considers price
     relative to book value.

- -    DFA International Value Portfolio III's foreign currency risks generally
     are not hedged.


                                          4
<PAGE>


- -    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.

FOREIGN SECURITIES AND CURRENCIES RISK: Foreign securities prices may decline or
fluctuate because of: (a) economic or political actions of foreign governments,
and/or (b) less regulated or liquid securities markets.  Investors holding these
securities are also exposed to foreign currency risk (the possibility that
foreign currency will fluctuate in value against the U.S. dollar).  Foreign
currency risk can be minimized by hedging.  However, hedging may be expensive.

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 DFA International Value Portfolio III invests may use long-term
foreign currency futures 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
may affect DFA International Value Portfolio III (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 on an ongoing
basis that the Portfolio and Master Fund remain 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:

The Master Funds purchased by the Portfolios may lend their portfolio securities
to generate additional income.  If they do so, they 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.  While the issue is international in scope, there is
particular concern with foreign entities.  The Advisor has taken steps designed
to ensure that its computers and those of Portfolio and Master Fund service
providers (e.g., custodians) will operate properly.  Portfolios and Master Funds
may be negatively affected if the Advisor's efforts prove inadequate, and/or
year 2000 problems hurt portfolio securities or economic conditions generally.
    


                                          5
<PAGE>

RISK AND RETURN BAR CHARTS AND TABLES
   
The Bar Charts and Table below illustrate the variability of each Portfolio's
returns and is meant to provide some indication of the risks of investing in the
Portfolios.  Shown are changes in performance from year to year, and how annual
returns for 1, 5, and 10 years compare with those of a broad measure of market
performance.  Past performance is not an indication of future results.
Tax-Managed U.S. Marketwide Value Portfolio II had not begun operations as of
November 30, 1998 so no information is available for it.
    

                        DFA INTERNATIONAL VALUE PORTFOLIO III
                                       [GRAPH]
<TABLE>
<CAPTION>
                         1996   1997   1998
- --------------------------------------------------------------------------------
<S>                     <C>   <C>     <C>
TOTAL RETURNS (%)        8.07  (3.03)  15.08

<CAPTION>
                              MARCH 1995 - DECEMBER 1998
                        --------------------------------------
                        HIGHEST QUARTER         LOWEST QUARTER
                       ---------------------------------------
                      <S>                   <C>
                      17.99 (1/98-3/98)     (16.80) (7/98-9/98)
                      ------------------------------------------

<CAPTION>
                                      PERIODS ENDING DECEMBER 31, 1998
                                      --------------------------------
                                         ONE              SINCE 3/95
ANNUALIZED RETURNS (%)                   YEAR              INCEPTION
- --------------------------------------------------------------------------------
<S>                                   <C>                 <C>
DFA INTERNATIONAL VALUE PORTFOLIO III    15.08                9.26
MSCI EAFE INDEX                          19.99               11.20
- --------------------------------------------------------------------------------
</TABLE>

                          U.S. LARGE CAP VALUE PORTFOLIO III
                                       [GRAPH]
<TABLE>
<CAPTION>
                           1996   1997   1998
- --------------------------------------------------------------------------------
<S>                       <C>    <C>    <C>
TOTAL RETURNS (%)          20.33  28.29  12.18

<CAPTION>
                              MARCH 1995 - DECEMBER 1998
                        --------------------------------------
                        HIGHEST QUARTER         LOWEST QUARTER
                       ---------------------------------------
                       <S>                 <C>
                       16.82 (10/98-12/98) (17.00) (7/98-9/98)
                       ----------------------------------------

<CAPTION>
                                      PERIODS ENDING DECEMBER 31, 1998
                                      --------------------------------
                                       ONE                   SINCE 3/95
ANNUALIZED RETURNS (%)                YEAR                   INCEPTION
- --------------------------------------------------------------------------------
<S>                                   <C>                    <C>
U.S. LARGE CAP VALUE PORTFOLIO III     12.18                    23.11
RUSSELL 1000 VALUE INDEX               15.65                    26.41
- --------------------------------------------------------------------------------
</TABLE>
                                          6
<PAGE>
                                  FEES AND EXPENSES

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

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

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

     The expenses in the following tables are based on those incurred by the
Portfolios and the corresponding Master Funds for the fiscal year ended November
30, 1998 (except that for the Tax-Managed U.S. Marketwide Value Portfolio II,
"Other Expenses" are annualized estimates based on anticipated fees and expenses
through the fiscal year ending November 30, 1999).

<TABLE>
<CAPTION>
U.S. LARGE CAP VALUE PORTFOLIO III
<S>                                               <C>
          Management Fee                          0.11%
          Other Expenses                          0.08%
                                                  -----
          Total Operating Expenses                0.19%
<CAPTION>
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
<S>                                               <C>
          Management Fee                          0.20%
          Other Expenses                          0.13%
                                                  -----
          Total Operating Expenses                0.33%
<CAPTION>
DFA INTERNATIONAL VALUE PORTFOLIO III
<S>                                               <C>
          Management Fee                          0.21%
          Other Expenses                          0.13%
                                                  -----
          Total Operating Expenses                0.34%
</TABLE>
   
     The "Management Fee" includes an investment management fee payable by 
the Master Fund and an administration fee 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.
    
                                       EXAMPLE

     This Example is meant to help you compare the cost of investing in the
Portfolios 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:

   
<TABLE>
<CAPTION>
                            1 YEAR         3 YEARS       5 YEARS        10 YEARS
                            ------         -------       -------        --------
<S>                         <C>            <C>           <C>            <C>
U.S. Large Cap Value
  Portfolio III              $19            $ 61          $107           $243
Tax-Managed U.S. Marketwide
  Value Portfolio II         $34            $106           N/a            n/a

DFA International
  Value Portfolio III        $35            $109          $191           $431
</TABLE>
    

The table summarizes the aggregate estimated annual operating expenses of both
the Portfolios and their Master Funds.  The Tax-Managed U.S. Marketwide Value
Portfolio II (and its corresponding Master Fund) is new and

                                          7
<PAGE>


consequently the above example is based on estimated expenses for the current
fiscal year and does not extend over five and ten-year periods.

                               SECURITIES LENDING REVENUE
   
     For the fiscal year ended November 30, 1998, the following Master Funds
received the following net revenue from a securities lending program which
constituted a percentage of the average daily net assets of the Master Fund (see
"SECURITIES LOANS"):
    
   
<TABLE>
<CAPTION>

     Master Fund                        Net Revenue         Percentage of Assets
     -----------                        -----------         --------------------
<S>                                     <C>                 <C>
     U.S. Large Cap Value Series        $210,000                 0.01%

     DFA International Value Series     $1,385,000               0.08%
</TABLE>
    

                                      HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

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

DIVIDEND POLICY

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

PURCHASE, VALUATION AND REDEMPTION OF SHARES

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

                          INVESTMENT OBJECTIVES AND POLICIES

DFA INTERNATIONAL VALUE PORTFOLIO III

     The investment objective of the DFA International Value Portfolio III is to
achieve long-term capital appreciation.  The Portfolio pursues its objective by
investing all of its assets in the DFA International Value Series of the Trust
(the "International Value Series"), which has the same investment objective and
policies as the Portfolio.  The International Value Series invests in the stocks
of large non-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, 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

                                          8
<PAGE>

measuring value, the Advisor may consider additional factors such as cash flow,
economic conditions and developments in the issuer's industry.  The
International Value Series intends to invest in the stocks of large companies in
countries with developed markets.  As of the date of this prospectus, the
International Value Series may invest in the stocks of large companies in
Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong,
Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland and the United Kingdom.  As the International Value Series'
asset growth permits, it may invest in the stocks of large companies in other
developed markets.
   
PORTFOLIO CONSTRUCTION
    
     Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Series' assets will be
invested in such companies in any one country.  As of the date of this
prospectus, the International Value Series intends to invest in companies having
at least $800 million of market capitalization and the Series will be
approximately market capitalization weighted.  The Advisor may reset such floor
from time to time to reflect changing market conditions.  The International
Value Series reserves the right to invest in futures contracts and options on
futures contracts to commit funds awaiting investment or to maintain liquidity.
To the extent that the International Value Series 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.

     In determining market capitalization weights, the Advisor, using its best
judgment, will seek to eliminate the effect of cross holdings on the individual
country weights.  As a result, the weighting of certain countries in the
International Value Series may vary from their weighting in international
indices, such as those published by The Financial Times, Morgan Stanley Capital
International or Salomon/Russell.  The Advisor, however, will not attempt to
account for cross holding within the same country.

     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 large company stock for inclusion in
the International Value Series involves greater risk than including a large
number of them.

MALAYSIAN SECURITIES

     As of September 10, 1998, the International Value Series 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 Series.

     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 operated to
severely constrain or prohibit foreign investors, including the Series, from
repatriating assets.  Pursuant to these regulations, the Series was not
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 International Value Series 
stopped trading securities in Malaysia effective September 10, 1998.  On 
February 4, 1999, the Malaysian government announced the imposition of a levy 
on repatriation of portfolio capital.  The levy replaced the 12-month holding 
period imposed under the September 1, 1998 exchange control rules.  The 
amount of the levy depends on the duration that funds have been held in 
Malaysia.  With respect to funds invested in Malaysia prior to February 15, 
1999, which includes all the funds so invested by the Master Funds, profits 
from investment made during the 12-month holding period are exempt from 
imposition of a levy.  A levy will be imposed, however, on the amount of 
capital that is repatriated. Although there is some confusion in the market 
concerning the mechanics of the levy, it appears that any principal 
repatriated after one year from September 1, 1998 will not attract any levy.  
Principal amounts that are repatriated within one year will be subject to a 
levy at a decreasing rate, depending on the duration the principal is held.  
The Advisor is closely monitoring the situation to determine when to begin 
divesting the Portfolios and Master Funds of their Malaysian assets without 
adverse affect.
    
                                          9
<PAGE>

     With respect to the current Malaysian investments owned, the Series is
presently valuing the securities at 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
Series is treating its investments in Malaysian securities as illiquid.  As of
March 31, 1999, Malaysian securities constitute approximately 0.29 % of the net
asset value of the International Value Series.

THE U.S. VALUE PORTFOLIOS

     The U.S. Large Cap Value Portfolio III and the Tax-Managed U.S. Marketwide
Value Portfolio II are collectively called the "U.S. Value Portfolios" in this
Prospectus.  The Master Funds in which they invest are collectively called the
"U.S. Value Series."  The investment objective of each of the U.S. Value
Portfolios is to achieve long-term capital appreciation.  The U.S. Large Cap
Value Portfolio III pursues its objective by investing all of its assets in the
U.S. Large Cap Value Series of the Trust which has the same investment objective
and policies as the U.S. Large Cap Value Portfolio III.  The Tax-Managed U.S.
Marketwide Value Portfolio II invests all of its assets in The Tax-Managed U.S.
Marketwide Value Series of the Trust, which has the same investment objective
and policies as the Tax-Managed U.S. Marketwide Value Portfolio II.  Each U.S.
Value Series invests in the common stocks of large U.S. companies with shares
that have a high book to market ratio.  A company's shares will be considered to
have a high book to market ratio if the ratio equals or exceeds the ratios of
any of the 30% of companies with the highest positive book to market ratios
whose shares are listed on the NYSE and, except as described below, will be
considered eligible for investment.  The U.S. Large Cap Value Series will
purchase common stocks of companies whose 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.  The Tax-Managed U.S. Marketwide
Value Series will purchase common stocks of companies whose market
capitalizations equal the market capitalizations of companies in the 1st through
8th deciles of companies on the NYSE.  In addition, both U.S. Value Series are
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 each
U.S. Value Series' net assets at the time of purchase.

     In addition, The Tax-Managed U.S. Marketwide Value Series will manage its
portfolio in a manner that will seek to defer the realization of net capital
gains and may seek to minimize the receipt of dividend income in order to
minimize taxable distributions to investors.  These tax management strategies
may, from time to time, cause deviation from market capitalization weightings.
Hence, the Series should not be expected to adhere to its market capitalization
weightings with the same precision as the U.S. Large Cap Value Series.  (See
"TAX MANAGEMENT STRATEGIES" below.)

PORTFOLIO CONSTRUCTION

     Ordinarily, at least 80% of the assets of each U.S. Value Series will be
invested in a broad and diverse group of readily marketable common stocks of
large U.S. companies with high book to market ratios, as described above.  Each
U.S. Value Series may invest in futures contracts and options on futures
contracts.  To the extent that a U.S. Value Series 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 U.S. Value Series will purchase
securities that are listed on the principal U.S. national securities exchanges
and traded over-the-counter.

     It is management's belief that the stocks of large U.S. companies with high
book to market ratios offer, over a long term, a prudent opportunity for capital
appreciation but, at the same time, selecting a limited number of such issues
for inclusion in the U.S. Value Series involves greater risk than including a
large number of them.

TAX MANAGEMENT STRATEGIES

     The Tax-Managed U.S. Marketwide Value Series (the "Tax-Managed Series")
seeks to minimize the impact of federal taxes on returns by managing its
portfolio in a manner that will defer the realization of net capital gains where
possible and may minimize dividend income.

                                          10
<PAGE>

     When selling securities, the Tax-Managed Series typically will select the
highest cost shares of the specific security in order to minimize the
realization of capital gains.  In certain cases, the highest cost shares may
produce a short-term capital gain.  Since short-term capital gains are taxed at
higher tax rates than long-term capital gains, the highest cost shares with a
long-term holding period may be disposed of instead.  The Tax-Managed Series
also will seek, when possible, not to dispose of a security until the long-term
holding period for capital gains for tax purposes has been satisfied.
Additionally, the Tax-Managed Series may, when consistent with all other tax
management policies, sell securities in order to realize capital losses.
Realized capital losses can be used to offset realized capital gains, thus
reducing capital gains distributions.  However, realization of capital gains is
not entirely within the Advisor's control.  Capital gains distributions may vary
considerably from year to year; there will be no capital gains distributions in
years when the Tax-Managed Series realizes net capital losses.  The timing of
purchases and sales of securities may be managed to minimize the receipt of
dividends to the extent possible.  With respect to dividends that are received,
the Tax-Managed Series may not be eligible to flow through the dividends
received deduction attributable to holdings in U.S. equity securities to
corporate shareholders, if because of timing activities, the requisite holding
period of the dividend paying stock is not met.  Portfolio holdings may be
managed to emphasize low-dividend yielding securities.

     The Tax-Managed Series is expected to deviate from its market
capitalization weightings to a greater extent than the other Series.  For
example, the Advisor may exclude the stock of a company that meets applicable
market capitalization criterion in order to avoid dividend income, and the
Advisor may sell the stock of a company that meets applicable market
capitalization criterion in order to realize a capital loss.  Additionally,
while the U.S. Value Series are managed so that securities will generally be
held for longer than one year, the Tax-Managed Series may dispose of any
securities whenever the Advisor determines that such disposition would be
consistent with the Tax-Managed Series' tax management strategies.

     Although the Advisor seeks to manage the Tax-Managed Series in order to
minimize the realization of capital gains and possible taxable dividend income
during a particular year, the Tax-Managed Series may nonetheless distribute
taxable gains and taxable income to shareholders from time to time.
Furthermore, shareholders may be required to pay taxes on the Tax-Managed
Series' capital gains, if any, realized upon the sale of the Tax-Managed Series'
assets to meet redemptions of shares of the Tax-Managed Series.  The redeeming
shareholder will be required to pay taxes on the shareholder's capital gains
realized on a redemption, whether paid in cash or in kind, if the amount
realized on redemption is greater than the amount of the shareholder's tax basis
in the shares sold.

EQUITY PORTFOLIOS

     With respect to the Portfolios and Master Funds, investments will generally
be made in eligible securities on a market capitalization weighted basis.
Securities will not be purchased or sold based on the prospects for the economy,
the securities markets or the individual issuers whose shares are eligible for
purchase.  Securities which have depreciated in value since their acquisition
will not be sold solely because prospects for the issuer are not considered
attractive or due to an expected or realized decline in securities prices in
general.  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.  Securities, including those eligible for purchase, may be disposed of,
however, at any time when, in the Advisor's judgment, circumstances warrant
their sale, including, but not limited to, including those eligible for
purchase, tender offers, mergers and similar transactions, or bids made for
block purchases at opportune prices.  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 investment policy of each Portfolio.

                    DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

     The Master Funds are market capitalization weighted.  That is, each
security is purchased based on the issuer's relative market capitalization.  In
this way, the amount of a particular security owned by a Master Fund is keyed to
that security's market capitalization compared to all securities eligible for
purchase.  Deviation from strict market capitalization weighting may occur for
several reasons.  The Advisor may exclude the stock of a company that meets
applicable market capitalization criterion if the Advisor determines in its best
judgment that the purchase

                                          11
<PAGE>

of such stock is inappropriate given other conditions.  (The Advisor does not
anticipate that a significant number of securities which meet the market
capitalization criteria will be selectively excluded.)  Deviation also will
occur because the Advisor intends to purchase in round lots only.  Furthermore,
the Advisor may reduce the relative amount of any security held from the level
of strict adherence to market capitalization weighting, in order to retain
sufficient portfolio liquidity.  A portion, but generally not in excess of 20%
of assets may be invested in interest bearing obligations, such as money market
instruments, thereby causing further deviation from strict market capitalization
weighting.  A further deviation may occur due to investments in privately placed
convertible debentures.  For the reasons discussed under the subsection "Tax
Management Strategies," the Tax-Managed Series is expected to deviate from its
market capitalization weightings to a greater extent than the other Series.

     Block purchases of eligible securities may be made 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, securities eligible for purchase or
otherwise represented in a portfolio may be acquired in exchange for the
issuance of shares.  (See "PURCHASE OF SHARES--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
assets.

     Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase take place with
every trade when the securities markets are open for trading due, primarily, to
price fluctuations of such securities.  On at least a semi-annual basis, the
Advisor will prepare lists of companies with high book to market ratios whose
stock is eligible for investment by each Master Fund.  Only common stocks whose
market capitalizations are at or above the minimum on such list will be
purchased.  Additional investments generally will not be made in securities
which have depreciated in value sufficiently that they are not then considered
by the Advisor to be large companies.  This may result in further deviation from
strict market capitalization weighting.  Such deviation could be substantial if
a significant amount of a portfolio's holdings decrease in value sufficiently to
be excluded from the requirement for eligible securities, but not by a
sufficient amount to warrant their sale.

                                   SECURITIES LOANS

     The Master Funds are authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income.  While a Master Fund may earn additional income from lending
securities, such activity is incidental to a Master Fund's investment objective.
The value of securities loaned may not exceed 33 1/3% of the value of a Master
Fund's total assets.  In connection with such loans, a 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, a Master Fund will be able
to terminate the loan at any time and will receive reasonable interest on the
loan, as well as amounts equal to any dividends, compensation or other
distributions on the loaned securities.  In the event of the bankruptcy of the
borrower, a Master Fund could experience delay in recovering the loaned
securities.  Management believes that this risk can be controlled through
careful monitoring procedures.  Each Portfolio is also authorized to lend its
portfolio securities.  However, as long as it holds only shares of its
corresponding Master Fund, it will not do so.

                             MANAGEMENT OF THE PORTFOLIOS

     The Advisor serves as investment advisor to each Master Fund.  As such, it
is responsible for the management of their respective assets.  Investment
decisions for the Master Funds are made by the Investment Committee of the
Advisor, which meets on a regular basis and also as needed to consider
investment issues.  The Investment Committee is composed of certain officers and
directors of the Advisor who are elected annually.  The Advisor provides each
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.
                                          12
<PAGE>

     For the advisory fees that the Portfolios have 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 Fund and the Trust bear all of their 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 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 a particular Portfolio or Master Fund are so allocated.  Expenses
which are not allocable to a particular Portfolio or Master Fund are borne by
each Portfolio and Master Fund on the basis of their relative net assets.

CONSULTING SERVICES - INTERNATIONAL VALUE SERIES

     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 International Value Series of the
Trust.  The Advisor owns 100% of the outstanding shares of DFAL and beneficially
owns 100% of DFA Australia.

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     Each Portfolio distributes substantially all of its net investment income
in December of each year.  Each Portfolio will distribute any realized net
capital gains annually after the end of the Fund's fiscal year.

     Special tax rules may apply in determining the income and gains that each
Master Fund earns on its investments.  These rules may affect the amount of
distributions that a Portfolio pays to its shareholders.

     Shareholders of the Portfolios will automatically receive all income
dividends and any capital gains distributions in additional shares of the
Portfolio whose shares they hold at net asset value (as of the business date
following the dividend record date).  Shareholders of the U.S. Large Cap Value
Portfolio III and the Tax-Managed U.S. Marketwide Value Portfolio II, who do not
own their shares under a 401(k) plan, may select one of the following options
upon written notice to PFPC Inc., the transfer agent for each Portfolio:

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

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

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

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

     Whether paid in cash or additional shares and regardless of the length of
time a 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 of U.S. Large Cap Value Portfolio III and
Tax-Managed U.S. Marketwide Value Portfolio II will generally qualify in part
for the corporate dividends received deduction, but the portion of dividends so
qualified depends on the aggregate

                                          13
<PAGE>

qualifying dividend income received by the corresponding Master Fund from
domestic (U.S.) sources.  The Tax-Managed Series attempts to time investments in
order to minimize receipt of dividends could result in the Series being unable
to flow through the dividends received deduction to corporate shareholders.
This will occur if the Tax-Managed Series does not hold the stock of a domestic
(U.S.) corporation for the requisite holding period to be eligible for
pass-through of the dividends received deduction.  It is anticipated that either
none or only a small portion of the distributions made by the DFA International
Value Portfolio III will qualify for the corporate dividends received deduction
because of its corresponding Master Fund's investment in foreign equity
securities.

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

     The Advisor seeks to manage the Tax-Managed Series in order to minimize the
realization of net capital gains where possible and may minimize taxable
dividend income during a particular year.  However, the realization of capital
gains and receipt of income is not entirely within the Advisor's control.  Thus,
capital gains distributions may vary considerably from year to year.  There will
be no capital gains distributions in years when the Tax-Managed Series realizes
net capital losses.  Furthermore, the realization of capital gains by a
shareholder on the sale of portfolio shares will depend on whether his or her
redemption price exceeds his or her tax basis in the shares sold.

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

     The sale of shares of a Portfolio is a taxable event and may result in a
capital gain or loss to shareholders subject to tax.  Capital gain or loss may
be realized from an ordinary redemption of shares or an exchange of shares of a
Portfolio for shares of another portfolio of the Fund.  Any loss incurred on
sale or exchange of a 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.

     Certain investments by the Master Funds 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 a portfolio may be eligible for the dividends received
deduction or whether certain foreign tax credits may be available to an investor
in a Portfolio.

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

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

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


                                          14

<PAGE>
                                  PURCHASE OF SHARES

     Shares of the Portfolios are sold only (i) to fund deferred compensation
plans which are exempt from taxation under section 401(k) of the Internal
Revenue Code and (ii) to clients of financial advisers.

     Provided that shares of the Portfolios are available under an employer's
401(k) plan, shares may be purchased by following the procedures adopted by the
respective employer and approved by Fund management for making investments.
Shares are available through the service agent designated under the employer's
plan.  Investors who are considering an investment in the Portfolios should
contact their employer for details.  The Fund does not impose a minimum purchase
requirement, but investors should determine whether their employer's plan
imposes a minimum transaction requirement.

     Investors who are clients of financial advisers should contact their
financial adviser with respect to a proposed investment and then follow the
procedures adopted by the financial adviser for making purchases.  Shares that
are purchased or sold through omnibus accounts maintained by securities firms
may be subject to a service fee or commission for such transactions.  Clients of
financial advisers may also be subject to investment advisory fees under their
own arrangements with their financial advisers.

     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 a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by its corresponding Master
Fund or otherwise represented in the portfolios of the Master Fund as described
in this prospectus.  Shares may also be purchased in exchange for local
currencies in which such securities of the International Value Series are
denominated.  Securities and local currencies to be exchanged which are accepted
by the Fund and Fund shares to be issued therefore will be valued as set forth
under "VALUATION OF SHARES" at the time of the next determination of net asset
value after such acceptance.  All dividends, interests, subscription, or other
rights pertaining to such securities shall become the property of the Portfolio
whose shares are being acquired and must be delivered to the Fund by the
investor upon receipt from the issuer.  Investors who desire to purchase shares
of the DFA International Value Portfolio III with local currencies should first
contact the Advisor for wire instructions.

     The Fund will not accept securities in exchange for shares of a Portfolio
unless:  (1) such securities are, at the time of the exchange, eligible to be
included, or otherwise represented, in the corresponding 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 Portfolio under the
Securities Act of 1933 or under the laws of the country in which the principal
market for such securities exists or otherwise; and (3) at the discretion of the
Fund, the value of any such security (except U.S. Government securities) being
exchanged together with other securities of the same issuer owned by the
corresponding 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 or local currency exchanged.  Investors
interested in such exchanges should contact the Advisor.

                                 VALUATION OF SHARES

NET ASSET VALUE

     The net asset value per share of each Portfolio and Master Fund is
calculated as of the close of the NYSE by dividing the total market value of its
investments and other assets, less any liabilities, by the total outstanding
shares of the stock of the Portfolio or Master Fund.  The value of each
Portfolio's shares will fluctuate in relation to the investment experience of
the corresponding Master Fund.  Securities held by a Master Fund which are
listed on a


                                          15
<PAGE>

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, such
securities are valued at the mean between the most recent quoted bid and asked
prices.  Price information on listed securities is taken from the exchange where
the security is primarily traded.  Unlisted securities for which market
quotations are readily available are valued at the mean between the most recent
quoted bid and asked prices.  The value of other assets and securities for which
no quotations are readily available (including restricted securities) are
determined in good faith at fair value in accordance with procedures adopted by
the Board of Trustees of the Trust.

     Generally, trading in foreign securities markets is completed each day at
various times prior to the close of the NYSE.  The values of foreign securities
held by the International Value Series are determined as of such times for the
purpose of computing the net asset value of the 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 International Value Series is
expressed in U.S. dollars by translating the net assets of the Master Fund using
the mean between the most recent quoted bid and asked prices for the dollar as
quoted by generally recognized reliable sources.

PUBLIC OFFERING PRICE

     Provided that a financial adviser or service agent designated under a
401(k) plan has received the investor's investment instructions in good order
and a Portfolio's custodian has received the investor's payment, shares of the
Portfolio selected will be priced at the net asset value calculated next after
receipt of the order by PFPC Inc., the transfer agent for the Portfolios.  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 effect of the cost of investing the
proceeds of the sale of the shares of the Portfolios is minimal and, therefore,
the shares of the Portfolios are currently sold at net asset value, without
imposition of a fee that would be used to reimburse a Portfolio for such cost
("reimbursement fee").  Reimbursement fees may be charged prospectively from
time to time based upon the future experience of the Portfolios and their
corresponding Master Funds.  Any such charges will be described in the
prospectus.

                                  EXCHANGE OF SHARES

     An investor who is a client of a financial adviser may exchange shares of
one Portfolio for those of another Portfolio described in this prospectus or a
portfolio of DFA Investment Dimensions Group Inc., an open-end, management
investment company ("DFAIDG"), by first contacting its financial adviser and
completing the documentation required by the financial adviser.  Exchanges are
accepted only into those portfolios of DFAIDG that are eligible for the exchange
privilege of DFAIDG.  In addition, exchanges are not accepted into or from the
DFA International Value Portfolio III.  Investors should contact their financial
advisor for a list of those portfolios of DFAIDG that accept exchanges.

     An investor who has invested through an employer's 401(k) plan may exchange
shares of other Fund portfolios that are offered through the plan by completing
the necessary documentation as required by the service agent designated under
the employer's plan and the Advisor.  Please contact the service agent of your
plan for further information.

     The minimum amount for an exchange is $100,000.  The exchange privilege is
not intended to afford shareholders a way to speculate on short-term movements
in the markets.  Accordingly, in order to prevent excessive use of the exchange
privilege that may potentially disrupt the management of the Portfolios or
otherwise adversely affect the Fund or DFAIDG, the exchange privilege may be
terminated and any proposed exchange is 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

                                          16
<PAGE>

of the exchange privilege is defined as any pattern of exchanges among
portfolios by an investor that evidences market timing.

     With respect to shares held by clients of financial advisers, the
redemption and purchase prices of shares redeemed and purchased by exchange,
respectively, are the net asset values next determined after the Advisor has
received an Exchange Form in good order, 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 a
commercial bank, trust company or member of a recognized stock exchange.
Exchanges will be accepted only if the registrations of the two accounts are
identical, stock certificates have not been issued and the Fund may issue the
shares of the portfolio being acquired in compliance with the securities laws of
the investor's state of residence.

     With respect to shares held under a 401(k) plan, the redemption and
purchase prices of shares redeemed and purchased by exchange, respectively, are
the net asset values next determined after the plan's service agent has received
appropriate instructions in the form required by such service agent plus any
applicable reimbursement fee on purchases by exchange, and provided that such
service agent has provided proper documentation to the Advisor.

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

                                 REDEMPTION OF SHARES

REDEMPTION PROCEDURES

     An investor who desires to redeem shares of a Portfolio must furnish a
redemption request to its financial adviser or to the service agent designated
under a 401(k) plan in the form required by such financial adviser or service
agent.  The Portfolio will redeem shares at the net asset value of such shares
next determined after receipt of a request for redemption in good order by PFPC
Inc.

     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

     With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific 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 Fund in
order to bring the value of the shares in the account for a specific Portfolio
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.

REDEMPTION IN-KIND

     When in the best interest of a 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


                                          17
<PAGE>

with Rule 18f-1 under the Investment Company Act of 1940.  The International
Value Series reserves the right to redeem its shares in the currencies in which
its investments are denominated.  Investors may incur brokerage charges and
other transaction costs selling such securities and converting such currencies
to dollars.  Also, the value of currencies may be affected by currency exchange
fluctuations.  The Tax-Managed U.S. Marketwide Value Portfolio II and the
Tax-Managed Series are authorized to make redemption payments solely by a
distribution of portfolio securities, or a combination of securities and cash,
when it is determined by the Advisor to be consistent with the tax management
strategies described in this prospectus and applicable legal and regulatory
requirements.

                                THE FEEDER PORTFOLIOS

     Other institutional investors, including other mutual funds, may invest in
each Master Fund.  The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolios.  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 a
Master Fund other than through a Portfolio.

     The aggregate amount of expenses for a Portfolio and the corresponding
Master Fund may be greater than it would be if the Portfolio were to invest
directly in the securities held by the corresponding Master Fund.  However, the
total expense ratios for the Portfolios and the Master Funds are expected to be
less over time than such ratios would be if the Portfolios were to invest
directly in the underlying securities.  This arrangement enables various
institutional investors, including the Portfolios, to pool their assets, which
may be expected to result in economies by spreading certain fixed costs over a
larger asset base.  Each shareholder in a Master Fund, including a Portfolio,
will pay its proportionate share of the expenses of that Master Fund.

     The shares of the Master Funds 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 a Master Fund by other
institutional investors offers potential benefits to the Master Funds, and
through their investment in the Master Funds, the Portfolios 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 Funds.  Also, if an
institutional investor were to redeem its interest in a Master Fund, the
remaining investors in that 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 a
Master Fund than the corresponding 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 a Portfolio, it may withdraw its investment in a 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 a Portfolio will receive written
notice thirty days prior to the effective date of any changes in the investment
objective of its corresponding Master Fund.  A withdrawal by a Portfolio of its
investment in the corresponding 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 a
Master Fund to a Portfolio may constitute a taxable exchange for federal income
tax purposes resulting in gain or loss to such Portfolio.  Any net capital gains
so realized will be distributed to that Portfolio's shareholders as described in
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."

                                           18
<PAGE>

                                 FINANCIAL HIGHLIGHTS

     The Financial Highlights table is meant to help you understand each
Portfolio's financial performance for the period of that Portfolio's operations,
as indicated by the table.  No Financial Highlights are shown for the
Tax-Managed U.S. Marketwide Value Portfolio II, because it had not begun
operations by November 30, 1998.  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 Portfolios' financial statements (except the
Tax-Managed U.S. Marketwide Value Portfolio II), are included in the Fund's
annual report which is available upon request.


                        DIMENSIONAL INVESTMENT GROUP INC.

                       U.S. LARGE CAP VALUE PORTFOLIO III

                              FINANCIAL HIGHLIGHTS

                 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                               YEAR           YEAR           YEAR           FEB 3
                                               ENDED          ENDED          ENDED           TO
                                              NOV 30,        NOV 30,        NOV 30,        NOV 30,
                                               1998           1997           1996           1995
                                             -------         -------        -------        -------
<S>                                          <C>            <C>            <C>            <C>
Net Asset Value, Beginning of Period . . . . $  19.02       $  15.76       $  12.92       $  10.00
                                             --------       --------       --------       --------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . .     0.33           0.32           0.28           0.23
     Net Gains (Losses) on Securities
      (Realized and Unrealized). . . . . . .     1.75           3.52           2.60           3.09
                                             --------       --------       --------       --------
     Total from Investment Operations. . . .     2.08           3.84           2.88           3.32
                                             --------       --------       --------       --------
Less Distributions
- ------------------
     Net Investment Income . . . . . . . . .    (0.33)         (0.29)         (0.04)         (0.23)
     Net Realized Gains. . . . . . . . . . .    (1.09)         (0.29)         --             (0.17)
                                             --------       --------       --------       --------
     Total Distributions . . . . . . . . . .    (1.42)         (0.58)         (0.04)         (0.40)
                                             --------       --------       --------       --------
Net Asset Value, End of Period . . . . . . . $  19.68       $  19.02       $  15.76       $  12.92
                                             --------       --------       --------       --------
                                             --------       --------       --------       --------
Total Return . . . . . . . . . . . . . . . .    11.85%         25.23%         22.34%         33.27%#

Net Assets, End of Period (thousands). . . . $484,611       $471,038       $379,974       $135,043
Ratio of Expenses to Average
 Net Assets (1). . . . . . . . . . . . . . .     0.19%          0.23%          0.26%          0.31%*
Ratio of Net Investment Income to Average
 Net Assets. . . . . . . . . . . . . . . . .     1.67%          1.79%          2.29%          2.82%*
Portfolio Turnover Rate . . . . . . . . . .      N/A            N/A            N/A            N/A
Portfolio Turnover Rate of Master
 Fund Series . . . . . . . . . . . . . . . .    24.70%         17.71%         20.12%         29.41%(a)
- -------------------------
</TABLE>

*    Annualized
#    Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Master Fund Series turnover calculated for the year ended November 30, 
     1995.


                                          19
<PAGE>

                           DIMENSIONAL INVESTMENT GROUP INC.

                         DFA INTERNATIONAL VALUE PORTFOLIO III

                                  FINANCIAL HIGHLIGHTS

                    (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                               YEAR           YEAR           YEAR           YEAR
                                               ENDED          ENDED          ENDED          ENDED
                                              NOV 30,        NOV 30,        NOV 30,        NOV 30,
                                               1998           1997           1996           1995
                                             -------         -------        -------        -------
<S>                                          <C>            <C>            <C>            <C>
Net Asset Value, Beginning of Period . . . . $  11.57       $  12.39       $  10.81       $  10.00
                                             --------       --------       --------       --------
INCOME FROM INVESTMENT OPERATIONS
     Net Investment Income . . . . . . . . .     0.29           0.21           0.21           0.17
     Net Gains (Losses) on Securities
      (Realized and Unrealized). . . . . . .     1.10          (0.69)          1.38           0.84
                                             --------       --------       --------       --------
     Total from Investment Operations. . . .     1.39          (0.48)          1.59           1.01
                                             --------       --------       --------       --------
LESS DISTRIBUTIONS
     Net Investment Income . . . . . . . . .    (0.26)         (0.22)         (0.01)         (0.17)
     Net Realized Gains. . . . . . . . . . .    (0.15)         (0.12)         --             (0.03)
                                             --------       --------       --------       --------
     Total Distributions . . . . . . . . . .    (0.41)         (0.34)         (0.01)         (0.20)
                                             --------       --------       --------       --------
Net Asset Value, End of Period . . . . . .   $  12.55       $  11.57       $  12.39       $  10.81
                                             --------       --------       --------       --------
                                             --------       --------       --------       --------
Total Return . . . . . . . . . . . . . . . .    12.36%         (3.91)%        14.76%         10.04%#

Net Assets, End of Period (thousands). . . . $287,738       $282,818       $242,371       $146,952
Ratio of Expenses to Average
 Net Assets (1). . . . . . . . . . . . . . .     0.34%          0.38%          0.45%          0.51%*
Ratio of Net Investment Income to Average
 Net Assets. . . . . . . . . . . . . . . . .     2.21%          1.88%          2.03%          2.29%*
Portfolio Turnover Rate . . . . . . . . . .      N/A            N/A            N/A            N/A
Portfolio Turnover Rate of Master
 Fund Series . . . . . . . . . . . . . . . .    15.41%         22.55%         12.23%          9.75%(a)
- -------------------------
</TABLE>

*    Annualized
#    Non-Annualized
(1)  Represents the respective combined ratio for the Portfolio and its
     respective pro-rata share of its Master Fund Series.
(a)  Master Fund Series Turnover calculated for the year ended November 30,
     1995.
N/A  Refer to the respective Master Fund Series.


                                          20
<PAGE>

   
                                   SERVICE PROVIDERS

- --------------------------------------------------------------------------------
  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
  PFPC TRUST COMPANY                     STRADLEY, RONON, STEVENS & YOUNG, LLP
 400 Bellevue Parkway                          2600 One Commerce Square
Wilmington, DE  19809                        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
- --------------------------------------------------------------------------------
    


                                            21
<PAGE>


OTHER AVAILABLE INFORMATION

You can find more information about the Fund and its Portfolios 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 Portfolios
in their 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 Portfolios.
     -    Your investment advisor - if you are a client of an investment advisor
          who has invested in the Portfolios on your behalf.
     -    The Fund - if you represent a 401(k) plan sponsor or registered
          investment advisor.  Call collect at (310) 395-8005.

     Additional materials describing the Fund and Portfolios, 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





                                          22

<PAGE>

                                      PROSPECTUS
   
                                    March 29, 1999
    

  PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.


                                        [LOGO]


                          DIMENSIONAL INVESTMENT GROUP INC.
- --------------------------------------------------------------------------------
   
     Dimensional Investment Group Inc. is a mutual fund that offers a variety
      of investment portfolios.  Each Portfolio described in this Prospectus:
             -Has its own investment objective and policies, and is the
               equivalent of a separate mutual fund. -Is exclusively
                available to 401(k) plans. -Does not charge a sales
                      commission or "load". -Is designed for
                                long-term investors.
    



                        DFA INTERNATIONAL VALUE PORTFOLIO IV

                           EMERGING MARKETS PORTFOLIO II













   
      THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
         THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
             ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    


<PAGE>

                                  TABLE OF CONTENTS


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

     ABOUT THE PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     INVESTMENT OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . 4
     OTHER RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     RISK AND RETURN BAR CHARTS AND TABLES . . . . . . . . . . . . . . . . . . 6

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 7

SECURITIES LENDING REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . 8

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . 9

     DFA INTERNATIONAL VALUE PORTFOLIO IV. . . . . . . . . . . . . . . . . . . 9
     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . 9
     DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. . . . . . . . . . . . . . 9
     EMERGING MARKETS PORTFOLIO II . . . . . . . . . . . . . . . . . . . . . .10
     PORTFOLIO CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . .11

EQUITY PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

MALAYSIAN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

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

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

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

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

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

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

THE FEEDER PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

SERVICE PROVIDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21


                                          2
<PAGE>

RISK/RETURN SUMMARY

   
ABOUT THE PORTFOLIOS
    


THE PORTFOLIOS HAVE SPECIAL STRUCTURES: The Portfolios are "Feeder Portfolios"
- -- portfolios that do not buy individual securities directly.  Instead, they
invest in corresponding mutual funds called "Master Funds".  Master Funds in
turn purchase stocks, bonds and/or other securities.
   
POSSIBLE COMPLICATIONS:  Designed to reduce costs, the Master-Feeder structure
is relatively new and more complex.  While this structure is designed to reduce
costs, it may not do so.  As a result, a Portfolio might encounter operational
or other complications.
    


MANAGEMENT

   
Dimensional Fund Advisors Inc. (the "Advisor") is the investment manager for the
Master Funds.  (A Feeder Portfolio does not need an investment manager.)
    


EQUITY INVESTMENT APPROACH:

Dimensional Fund Advisors Inc. (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.


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, 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.

MARKET RISK:  Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer specific events will cause the value of
securities, and the Portfolios that own them, to rise or fall.


- -    A Master Fund buys securities directly.  A corresponding Feeder Portfolio
     invests in the Master Fund's shares.  The two have the same gross
     investment returns.

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

- -    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.


                                          3
<PAGE>

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS


DFA INTERNATIONAL VALUE PORTFOLIO IV

- -    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.
   
FOREIGN SECURITIES AND CURRENCIES RISK: Foreign securities prices may decline or
fluctuate because of: (a) economic or political actions of foreign governments,
and/or (b) less regulated or liquid securities markets.  Investors holding these
securities are also exposed to foreign currency risk (the possibility that
foreign currency will fluctuate in value against the U.S. dollar).  Foreign
currency risk can be minimized by hedging.  However, hedging may be expensive.
    

EMERGING MARKETS PORTFOLIO II

- -    INVESTMENT OBJECTIVE: Long-term capital appreciation.

- -    INVESTMENT STRATEGY: Invest in a Master Fund that buys stocks of larger
     emerging markets companies.

EMERGING MARKETS RISK: Numerous emerging countries have recently experienced
serious, and potentially continuing, economic and political problems.  Stock
markets in many emerging countries are relatively small, expensive and risky.
Foreigners are often limited in their ability to invest in, and withdraw assets
from, these markets.  Additional restrictions may be imposed under emergency
conditions.  Risks generally associated with foreign securities and currencies
also apply.



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 DFA International Value Portfolio IV 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.
   
- -    "VALUE STOCKS":  Compared to other stocks, value stocks sell for low prices
     relative to their earnings, dividends or book value.
    
- -    In selecting value stocks, the Advisor primarily considers price relative
     to book value.
   
- -    The Portfolios' foreign currency risks generally are not hedged.
    


                                          4
<PAGE>

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
may affect DFA International Value Portfolio IV (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 on an ongoing
basis that the Portfolio and Master Fund remain 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:

The Master Funds purchased by the Portfolios may lend their portfolio securities
to generate additional income.  If they do so, they 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.  While the issue is international in scope, there is
particular concern with foreign entities.  The Advisor has taken steps designed
to ensure that its computers and those of Portfolio and Master Fund service
providers (e.g., custodians) will operate properly.  Portfolios and Master Funds
may be negatively affected if the Advisor's efforts prove inadequate, and/or
Year 2000 problems hurt portfolio companies or economic conditions generally.
    


                                          5
<PAGE>

RISK AND RETURN BAR CHARTS AND TABLES
   
The Bar Charts and Tables below illustrate the variability of each Portfolio's
returns and is meant to provide some indication of the risks of investing in the
Portfolios.  Shown are changes in performance from year to year, and how annual
returns for 1, 5, and 10 years compare with those of a broad measure of market
performance.  Past performance is not an indication of future results.
    

DFA INSTITUTIONAL                      [GRAPH]
VALUE PORTFOLIO IV

<TABLE>
<CAPTION>
                                       1998
- -----------------------------------------------------------------------------
<S>                                   <C>
TOTAL RETURNS (%)                     15.55

<CAPTION>
                            SEPTEMBER 1997 - DECEMBER 1998
                        --------------------------------------
                        HIGHEST QUARTER         LOWEST QUARTER
                       ---------------------------------------
                      <S>                    <C>
                      18.10 (1/98-3/98)      -16.79 (7/98-9/98)
                      -----------------------------------------

<CAPTION>
                                                PERIODS ENDING DECEMBER 31, 1998
                                                --------------------------------
                                                     ONE             SINCE 9/97
ANNUALIZED RETURNS (%)                              YEAR             INCEPTION
- --------------------------------------------------------------------------------
<S>                                                 <C>              <C>
DFA INTERNATIONAL VALUE PORTFOLIO IV                15.55              9.40

MSCI EAFE INDEX                                     19.99             11.20


- --------------------------------------------------------------------------------
EMERGING MARKETS                       [GRAPH]
PORTFOLIO II

<CAPTION>
                                      1998
- --------------------------------------------------------------------------------
<S>                                  <C>
TOTAL RETURNS (%)                    -8.37

<CAPTION>
                              SEPTEMBER 1997 - DECEMBER 1998
                        --------------------------------------
                        HIGHEST QUARTER         LOWEST QUARTER
                       ---------------------------------------
                     <S>                      <C>
                     32.08 (10/98-12/98)      -21.84 (7/98-9/98)
                     -------------------------------------------

<CAPTION>
                                            PERIODS ENDING DECEMBER 31, 1998
                                            --------------------------------
                                              ONE               SINCE 9/97
ANNUALIZED RETURNS (%)                       YEAR               INCEPTION
- --------------------------------------------------------------------------------
<S>                                          <C>                 <C>
EMERGING MARKETS PORTFOLIO II                 -8.37                -17.71

MSCI EMERGING MARKETS FREE INDEX             -27.52                -30.88
</TABLE>




                                          6
<PAGE>

                                  FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):


          REIMBURSEMENT FEE (AS PERCENTAGE OF OFFERING PRICE)

          Emerging Markets Portfolio II(1)            0.50%

     (1)Reimbursement fees are charged to purchasers of the Emerging Markets
     Portfolio II's shares for reimbursement of the Portfolio's corresponding
     Master Fund.  They serve to offset costs incurred by the Master Fund when
     investing the proceeds from the sale of shares and therefore stabilize the
     return of the Master Fund for all existing shareholders.

                          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 Portfolios and the corresponding Master Funds for the
fiscal year ended November 30, 1998.

   
<TABLE>
<CAPTION>
     DFA INTERNATIONAL VALUE PORTFOLIO IV
<S>                                                                <C>
          Management Fee                                            0.27%
          Other Expenses                                            0.17%
          Total Operating Expenses                                  0.44%
          Fee Contribution by Plan Sponsors                        -0.44%**
          Net Expenses                                              0%
</TABLE>
    
<TABLE>
<CAPTION>
     EMERGING MARKETS PORTFOLIO II
<S>                                                                <C>
          Management Fee                                            0.50%
          Other Expenses                                            0.59%
          Total Operating Expenses                                  1.09%**
          Fee Contribution by Plan Sponsors                        -1.09%**
          Net Expenses                                              0%
</TABLE>

   
* The "Management Fee" includes an investment management fee payable by the 
Master Fund and an administration fee 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.
    

   
** Pursuant to the terms of each Plan, each sponsor of a Plan which invests in a
Portfolio will make a voluntary, monthly contribution to the Portfolio in an
amount equal to that portion of the aggregate fees and expenses incurred by the
Portfolio relating to the Plan's investment.  Such contributions will be made in
accordance with the sponsor's practice of bearing the expenses of administering
the Plan's investments.  In addition, effective August 1, 1997, the Advisor has
agreed to waive the administration fee of 0.40% per year on the first $50
million of average net assets payable by the Emerging Markets Portfolio II.
Such fee waiver arrangement may be terminated by the Advisor at any time.  The
Plan sponsors may terminate their contributions to the Portfolios after thirty
days written notice to the Fund.
    


                                          7
<PAGE>

                                       EXAMPLE

     This Example is meant to help you compare the cost of investing in the
Portfolios 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, that the Portfolio's operating expenses remain the same and fee
contributions by Plan sponsors apply.  Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

   
<TABLE>
<CAPTION>
                                      1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                      ------   -------   -------   --------
<S>                                   <C>      <C>       <C>       <C>
DFA International Value Portfolio IV    $ 0      $ 0       $ 0        $ 0
Emerging Markets Portfolio II           $ 0      $ 0       $ 0        $ 0
</TABLE>
    

     The table summarizes the aggregate estimated annual operating expenses of
both the Portfolios and their Master Funds.

                              SECURITIES LENDING REVENUE
   
     For the fiscal year ended November 30, 1998, the DFA International Value
Portfolio IV received the following net revenue from a securities lending
program which constituted a percentage of the average daily net assets of its
Master Fund (see "SECURITIES LOANS"):
    
   
<TABLE>
<CAPTION>
     Master Fund                      Net Revenue          Percentage of Assets
     -----------                      -----------          --------------------
<S>                                   <C>                  <C>
     DFA International Value Series    $1,385,000                  0.08%
</TABLE>
    


                                      HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

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

DIVIDEND POLICY

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

PURCHASE, VALUATION AND REDEMPTION OF SHARES

     The shares of the DFA International Value Portfolio IV 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 shares of the
Emerging Markets Portfolio II may be purchased at a public offering price which
is equal to the net asset value of its shares plus a reimbursement fee equal to
 .50% of the value of such shares. The value of a Portfolio's shares will
fluctuate in relation to the investment experience of its corresponding Master
Fund.  The redemption price of a share of each Portfolio is equal to its net
asset value.  (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION
OF SHARES.")


                                          8
<PAGE>

                          INVESTMENT OBJECTIVES AND POLICIES

DFA INTERNATIONAL VALUE PORTFOLIO IV
   
     The investment objective of the DFA International Value Portfolio IV 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
International Value Series invests in the stocks of large non-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, 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 International Value Series
intends to invest in the stocks of large companies in countries with developed
markets.  As of the date of this prospectus, the International Value Series may
invest in the stocks of large companies in Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
As the International Value Series' asset growth permits, it may invest in the
stocks of large companies in other developed markets.
    
PORTFOLIO CONSTRUCTION
   
     Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Series' assets will be
invested in such companies in any one country.  The International Value Series
reserves the right to invest in index futures contracts and options on futures
contracts to commit funds awaiting investment or to maintain liquidity.  To the
extent that the International Value Series 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 International Value Series intends
to invest in companies having at least $800 million of market capitalization and
the Series 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
International Value Series may vary from their weighting in international
indices, such as those published by The Financial Times, Morgan Stanley Capital
International or Salomon/Russell.  The Advisor, however, will not attempt to
account for cross holding within the same country.
    
     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
International Value Series 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 International
Value Series inappropriate.  The Advisor does not anticipate that a significant
number of securities which meet the market capitalization criteria will be
selectively excluded from the International Value Series.


                                          9
<PAGE>

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

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

     Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the International Value Series take place with every trade when the
securities markets are open for trading due, primarily, to price fluctuations of
such securities.  On not less than a semi-annual basis, the Advisor will prepare
a current list of eligible large companies with high book to market ratios whose
stock are eligible for investment.  Only common stocks whose market
capitalizations are equal to or more than the minimum on such list will be
purchased by the International Value Series.  Additional investments will not be
made in securities which have depreciated in value to such an extent that they
are not then considered by the Advisor to be large companies.  This may result
in further deviation from market capitalization weighting and such deviation
could be substantial if a significant amount of the International Value Series'
holdings decrease in value sufficiently to be excluded from the then current
market capitalization requirement for eligible securities, but not by a
sufficient amount to warrant their sale.  Securities which have depreciated in
value since their acquisition will not be sold solely because prospects for the
issuer are not considered attractive or due to an expected or realized decline
in securities prices in general.

EMERGING MARKETS PORTFOLIO II

     The investment objective of the Emerging Markets Portfolio II is to achieve
long-term capital appreciation.  Emerging Markets Portfolio II pursues its
objective by investing all of its assets in the Emerging Markets Series of the
Trust, which has the same investment objective and policies as the Portfolio.
The Series invests in emerging markets designated by the Investment Committee of
the Advisor ("Approved Markets").  The Series invests its assets primarily in
Approved Market equity securities listed on bona fide securities exchanges or
actively traded on over-the-counter ("OTC") markets.  These exchanges or OTC
markets may be either within or outside the issuer's domicile country, and the
securities may be listed or traded in the form of International Depository
Receipts ("IDRs") or American Depository Receipts ("ADRs").

     The Emerging Markets Series will seek a broad market coverage of larger
companies within each Approved Market.  This Series will attempt to own shares
of companies whose aggregate overall share of the Approved Market's total public
market capitalization is at least in the upper 40% of such capitalization, and
can be as large as 75%.  The Emerging Markets Series may limit the market
coverage in the smaller emerging markets in order to limit purchases of small
market capitalization companies.

     The Series may not invest in all such companies or Approved Markets
described above or achieve approximate market weights, for reasons which include
constraints imposed within Approved Markets (E.G., restrictions on purchases by
foreigners), and the Series' policy not to invest more than 25% of its assets in
any one industry.


                                          10
<PAGE>

     Under normal market conditions, the Emerging Markets Series will invest at
least 65% of its assets in Approved Market securities.  Approved Market
securities are defined to be (a) securities of companies organized in a country
in an Approved Market or for which the principal trading market is in an
Approved Market, (b) securities issued or guaranteed by the government of an
Approved Market country, its agencies or instrumentalities, or the central bank
of such country, (c) securities denominated in an Approved Market currency
issued by companies to finance operations in Approved Markets, (d) securities of
companies that derive at least 50% of their revenues primarily from either goods
or services produced in Approved Markets or sales made in Approved Markets and
(e) Approved Markets equity securities in the form of depositary shares.
Securities of Approved Markets may include securities of companies that have
characteristics and business relationships common to companies in other
countries.  As a result, the value of the securities of such companies may
reflect economic and market forces in such other countries as well as in the
Approved Markets.  The Advisor, however, will select only those companies which,
in its view, have sufficiently strong exposure to economic and market forces in
Approved Markets such that their value will tend to reflect developments in
Approved Markets to a greater extent than developments in other regions.  For
example, the Advisor may invest in companies organized and located in the United
States or other countries outside of Approved Markets, including companies
having their entire production facilities outside of Approved Markets, when such
companies meet the definition of Approved Markets securities so long as the
Advisor believes at the time of investment that the value of the company's
securities will reflect principally conditions in Approved Markets.

     The Advisor defines the term "emerging market" to mean a country which is
considered to be an emerging market by the International Finance Corporation.
Approved emerging markets may not include all such emerging markets.  In
determining whether to approve markets for investment, the Advisor will take
into account, among other things, market liquidity, investor information,
government regulation, including fiscal and foreign exchange repatriation rules
and the availability of other access to these markets for the Emerging Markets
Series.

     As of the date of this prospectus, the following countries are designated
as Approved Markets: Argentina, Brazil, Chile, Greece, Hungary, Indonesia,
Israel, Malaysia, Mexico, Philippines, Poland, Portugal, Korea, Thailand and
Turkey.  Countries that may be approved in the future include but are not
limited to Colombia, Czech Republic, India, Jordan, Nigeria, Pakistan, Republic
of China (Taiwan), Venezuela and Zimbabwe.

     The Emerging Markets Series may invest up to 35% of its assets in
securities of issuers that are not Approved Markets securities, but whose
issuers the Advisor believes derive a substantial proportion, but less than 50%,
of their total revenues from either goods and services produced in, or sales
made in, Approved Markets.

     Pending the investment of new capital in Approved Market equity securities,
the Series will typically invest in money market instruments or other highly
liquid debt instruments denominated in U.S. dollars (including, without
limitation, repurchase agreements).  In addition, the Series may, for liquidity,
or for temporary defensive purposes during periods in which market or economic
or political conditions warrant, purchase highly liquid debt instruments or hold
freely convertible currencies, although the Series does not expect the aggregate
of all such amounts to exceed 10% of its net assets under normal circumstances.

     The Series also may invest up to 10% of its total assets in shares of other
investment companies that invest in one or more Approved Markets, although they
intend to do so only where access to those markets is otherwise significantly
limited.  In some Approved Markets, it will be necessary or advisable for the
Series to establish a wholly-owned subsidiary or a trust for the purpose of
investing in the local markets.

PORTFOLIO CONSTRUCTION

     The Emerging Markets Series' policy of seeking broad market diversification
means that the Advisor will not utilize "fundamental" securities research
techniques in identifying securities selections.  The decision to include or
exclude the shares of an issuer will be made primarily on the basis of such
issuer's relative market capitalization determined by reference to other
companies located in the same country.  Company size is measured in terms of
reference to other companies located in the same country and in terms of local
currencies in order to eliminate the effect of variations in currency exchange
rates.  Even though a company's stock may meet the applicable market
capitalization criterion, it may not be included in the Series for one or more
of a number of reasons.  For example, in the Advisor's judgment, the issuer may
be considered in extreme financial difficulty, a material portion of its


                                          11
<PAGE>

securities may be closely held and not likely available to support market
liquidity, or the issuer may be a "passive foreign investment company" (as
defined in the Internal Revenue Code of 1986, as amended).  To this extent,
there will be the exercise of discretion and consideration by the Advisor which
would not be present in the management of a portfolio seeking to represent an
established index of broadly traded domestic securities (such as the S&P 500
Index).  The Advisor will also exercise discretion in determining the allocation
of investments as between Approved Markets.

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

     For the purpose of converting U.S. dollars to another currency, or vice
versa, or converting one foreign currency to another foreign currency, the
Series may enter into forward foreign exchange contracts.  In addition, to hedge
against changes in the relative value of foreign currencies, the Series may
purchase foreign currency futures contracts.  The Series will only enter into
such a futures contract if it is expected that the Series will be able readily
to close out such contract.  There can, however, be no assurance that it will be
able in any particular case to do so, in which case the Series may suffer a
loss.


EQUITY PORTFOLIOS

     Securities, including those eligible for purchase, may be disposed of 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 be purchased with the expectation that they will be held for longer than
one year and will not be sold to realize short-term profits.  However, when
circumstances warrant, they may be sold without regard to the length of time
held.


                                 MALAYSIAN SECURITIES

     As of September 10, 1998, the Master Funds 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 Funds.
   
     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 operated to
severely constrain or prohibit foreign investors, including the Master Funds,
from repatriating assets. Pursuant to these regulations, the Master Funds were
not permitted to convert the proceeds of the sale of their Malaysian investments
into U.S. dollars prior to September 1, 1999.
    
   
     As a consequence of these developments, the Master Funds stopped investing
additional funds in Malaysia effective September 10, 1998.  On February 4, 1999,
the Malaysian government announced the imposition of a levy on repatriation of
portfolio capital.  The levy replaced the 12-month holding period imposed under
the September 1, 1998 exchange control rules.  The amount of the levy depends on
the duration that funds have been held in Malaysia.  With respect to funds
invested in Malaysia prior to February 15, 1999, which includes all the funds so
invested by the Master Funds, profits from investment made during the 12-month
holding period are exempt from imposition of a levy.  A levy will be imposed,
however, on the amount of capital that is repatriated.  Although there is some
confusion in the market concerning the mechanics of the levy, it appears that
any principal repatriated after one year from September 1, 1998 will not attract
any levy.  Principal amounts that are repatriated within one year will be
subject to a levy at a decreasing rate, depending on the duration the principal
is held.  The Advisor is closely monitoring the situation to determine when to
begin divesting the Portfolios and Master Funds of their Malaysian assets
without adverse affect.
    


                                          12
<PAGE>

     With respect to the current Malaysian investments owned, the Master Funds
are 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 Funds are treating their investments in Malaysian
securities as illiquid.  As of March 31, 1999, Malaysian securities constitute
approximately 0.29% of the net asset value of the International Value Series and
6.28% of the net asset value of the Emerging Markets Series.


                                   SECURITIES LOANS

     The Master Funds are authorized to lend securities to qualified brokers,
dealers, banks and other financial institutions for the purpose of earning
additional income.  While a Master Fund may earn additional income from lending
securities, such activity is incidental to a Master Fund's investment objective.
The value of securities loaned may not exceed 33 1/3% of the value of a Master
Fund's total assets.  In connection with such loans, a 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.  Each Portfolio is also authorized to lend its
portfolio securities.  However, to the extent it holds only shares of its
corresponding Master Fund, it will not do so.


                             MANAGEMENT OF THE PORTFOLIOS

     The Advisor serves as investment advisor to each Master Fund.  As such, it
is responsible for the management of their respective assets.  Investment
decisions for the Master Funds are made by the Investment Committee of the
Advisor, which meets on a regular basis and also as needed to consider
investment issues.  The Investment Committee is composed of certain officers and
directors of the Advisor who are elected annually.  The Advisor provides each
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.

     For the advisory fees that the Portfolios have 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 Fund and the Trust bear all of their 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 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 a particular Portfolio or Master Fund are so allocated.  The
expenses of the Fund which are not allocable to a particular Portfolio are borne
by each Portfolio on the basis of its relative net assets.  Similarly, the
expenses of the Trust which are not allocable to a particular Master Fund are
borne by each Master Fund on the basis of its relative net assets.


                                          13
<PAGE>

     Each sponsor of a Plan which invests in the Portfolios intends to make a
voluntary contribution to each Portfolio on a monthly basis in an amount equal
to that portion of the fees and expenses incurred by the Portfolio relating to
the Plan's investment plus the Portfolio's proportionate share of its
corresponding Master Fund's management fee and expenses.  The Plan sponsors may
terminate their contributions to the Portfolio's fees and expenses at any time
upon sixty days written notice to the Fund.

ONSULTING SERVICES

     The Advisor has entered into a Consulting Services Agreement with
Dimensional Fund Advisors Ltd. ("DFAL") and DFA Australia Limited (formerly DFA
Australia Ltd.) ("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 Funds.
The Advisor owns 100% of the outstanding shares of DFAL and beneficially owns
100% of DFA Australia.


                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     Each Portfolio distributes substantially all of its net investment income
in December of each year.  Both Portfolios will distribute any realized net
capital gains annually after the end of the Fund's fiscal year.

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

     Certain investments by the Master Funds 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 a Portfolio may be eligible for the dividends received
deduction or whether certain foreign tax credits may be available to an investor
in a Portfolio.

     Dividends and distributions paid to a 401(k) plan accumulate free of
federal income taxes.  In addition, the sale or redemption by a 401(k) plan of a
Portfolio's shares will not be subject to federal income taxes.

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

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


                                  PURCHASE OF SHARES

     Shares of the Portfolios are sold only to fund deferred compensation plans
which are exempt from taxation under section 401(k) of the Code and whose
sponsors contribute to the Portfolios' fees and expenses as set forth in this
prospectus (see "ANNUAL FUND OPERATING EXPENSES").

     Provided that shares of the Portfolios are available under an employer's
401(k) plan, shares may be purchased by following the procedures adopted by the
respective employer and approved by Fund management for making investments.
Shares are available through the service agent designated under the employer's
plan. Investors who are considering an investment in the Portfolios should
contact their employer for details.  The Fund does not


                                          14
<PAGE>

impose a minimum purchase requirement, but investors should determine whether
their employer's plan imposes a minimum transaction requirement.

     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 a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by its corresponding Master
Fund or otherwise represented in the portfolio of the Master Fund as described
in this prospectus.  Shares may also be purchased in exchange for local
currencies in which such securities of the corresponding Master Fund are
denominated.  Securities and local currencies to be exchanged which are accepted
by the Fund and Portfolio shares to be issued therefore will be valued as set
forth under "VALUATION OF SHARES" at the time of the next determination of net
asset value after such acceptance.  All dividends, interests, subscription, or
other rights pertaining to such securities shall become the property of the
Portfolio (or its corresponding Master Fund) whose shares are being acquired and
must be delivered to the Fund by the investor upon receipt from the issuer.
Investors who desire to purchase shares of either Portfolio with local
currencies should first contact the Advisor for wire instructions.

     The Fund will not accept securities in exchange for shares of a Portfolio
unless:  (1) such securities are, at the time of the exchange, eligible to be
included, or otherwise represented, in the corresponding 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 Portfolio (or its
corresponding Master Fund) under the Securities Act of 1933 or under the laws of
the country in which the principal market for such securities exists or
otherwise; and (3) at the discretion of the Fund, the value of any such security
(except U.S. Government Securities) being exchanged together with other
securities of the same issuer owned by the corresponding 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 or local currency exchanged.  Investors
interested in such exchanges should contact the Advisor.


                                 VALUATION OF SHARES

NET ASSET VALUE

     The net asset value per share of each Portfolio and Master Fund is
calculated as of the close of the NYSE by dividing the total market value of its
investments and other assets, less any liabilities, by the total outstanding
shares of the stock of the Portfolio or Master Fund.  The value of each
Portfolio's shares will fluctuate in relation to the investment experience of
its corresponding Master Fund.  Securities 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, such
securities are valued at the mean between the most recent quoted bid and asked
prices.  Price information on listed securities is taken from the exchange where
the security is primarily traded.  Unlisted securities for which market
quotations are readily available are valued at the mean between the most recent
quoted bid and asked prices.  The value of other assets and securities for which
no quotations are readily available (including restricted securities) are
determined in good faith at fair value in accordance with procedures adopted by
the Board of Trustees of the Trust.
   
     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 Funds are determined as of such times for the purpose of
computing the net asset value of such 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


                                          15
<PAGE>

share of each Master Fund is expressed in U.S. dollars by translating the net
assets of the Master Fund using the mean between the most recent bid and asked
prices for the dollar as quoted by generally recognized reliable sources.
    

     Certain of the securities holdings of the Emerging Markets Series in
Approved Markets may be subject to tax, investment and currency repatriation
regulations of the Approved Markets that could have a material effect on the
valuation of the securities.  For example, a Master Fund might be subject to
different levels of taxation on current income and realized gains depending upon
the holding period of the securities.  In general, a longer holding period
(E.G., 5 years) may result in the imposition of lower tax rates than a shorter
holding period (E.G.,1 year).  The Master Fund may also be subject to certain
contractual arrangements with investment authorities in an Approved Market which
require a Master Fund to maintain minimum holding periods or to limit the extent
of repatriation of income and realized gains.  As a result, the valuation of
particular securities at any one time may depend materially upon the assumptions
that a Master Fund makes at that time concerning the anticipated holding period
for the securities.  Absent special circumstances as determined by the Board of
Trustees, it is presently intended that the valuation of such securities will be
based upon the assumption that they will be held for at least the amount of time
necessary to avoid higher tax rates or penalties and currency repatriation
restrictions.  However, the use of such valuation standards will not prevent the
Master Fund from selling such securities in a shorter period of time if the
Advisor considers the earlier sale to be a more prudent course of action.
Revision in valuation of those securities will be made at the time of the
transaction to reflect the actual sales proceeds inuring to the Master Fund.

     Futures contracts are valued using the settlement price established each
day on the exchange on which they are traded.  The value of such futures
contracts held by a Master Fund are determined each day as of such close.

PUBLIC OFFERING PRICE

     Provided that a service agent designated under a 401(k) plan has received
the investor's investment instructions in good order and a Portfolio's custodian
has received the investor's payment, shares of the Portfolio selected will be
priced at the net asset value calculated next after receipt of the order by PFPC
Inc., the transfer agent for the Portfolios.  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.

     It is management's belief that payment of a reimbursement fee by investors,
which is used to defray significant costs associated with investing proceeds of
the sale of their shares to such investors, will eliminate a dilutive effect
such costs would otherwise have on the net asset value of shares held by
previous investors.  Therefore, the shares of the Emerging Markets Portfolio II
are sold at an offering price which is equal to the current net asset value of
such shares plus a reimbursement fee equal to 0.50% of the net asset value per
share.  The amount of the reimbursement fee represents management's estimate of
the costs reasonably anticipated to be associated with the purchase of
securities by the Emerging Markets Series and is paid to the Master Fund and
used by it to defray such costs.  Such costs include brokerage commissions on
listed securities and imputed commissions on OTC securities.  Reinvestments of
dividends and capital gains distributions paid by the Emerging Markets Portfolio
II and in-kind investments are not subject to a reimbursement fee.  The shares
of the DFA International Value Portfolio IV are currently sold at net asset
value, without imposition of a reimbursement fee.


                                  EXCHANGE OF SHARES

     Provided such transactions are permitted under an employer's 401(k) plan,
investors may exchange shares of one Portfolio described in this prospectus for
shares in the other Portfolio by completing the necessary documentation as
required by the services agent designated under the employer's plan and the
Advisor.  Please contact the service agent of your plan for further information.

     The minimum amount for an exchange is $100,000.  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 any of the Portfolios
or otherwise

                                          16
<PAGE>

adversely affect the Fund, the exchange privilege may be terminated, and any
proposed exchange is 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 Portfolios 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
services agent has received appropriate instructions in the form required by
such services agent and provided that such service agent has provided proper
documentation to the Advisor.  Exchanges into the Emerging Markets Portfolio II
are subject to a reimbursement fee; therefore, shares of that Portfolio being
purchased in an exchange will be purchased at a public offering price which is
equal to the net asset value of its shares plus a reimbursement fee equal to
 .50% of the value of such shares.

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


                                 REDEMPTION OF SHARES

REDEMPTION PROCEDURE

     An investor who desires to redeem shares of a Portfolio must furnish a
redemption request to the service agent designated under a 401(k) plan in the
form required by such service agent.  The Portfolio will redeem shares at the
net asset value of such shares next determined after receipt of a request for
redemption in good order by PFPC.

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

REDEMPTION OF SMALL ACCOUNTS

     With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific portfolio 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 Fund in
order to bring the value of the shares in the account for a specific portfolio
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 a Portfolio, it may make a redemption
payment, in whole or in part, by a distribution of portfolio securities from the
Portfolio's corresponding Master Fund in lieu of cash in accordance with Rule
18f-1 under the Investment Company Act of 1940.  The Portfolios also reserve the
right to redeem their shares in the currencies in which their Master Fund's
investments are denominated.  Investors may incur brokerage charges and other
transaction costs in selling such securities and converting such currencies to
dollars.  Also, the value of foreign securities or currencies may be affected by
currency exchange fluctuations.


                                          17
<PAGE>

                                THE FEEDER PORTFOLIOS

     Other institutional investors, including other mutual funds, may invest in
each Master Fund.  The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolios.  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 a
Master Fund other than through a Portfolio.

     The aggregate amount of expenses for a Portfolio and the corresponding
Master Fund may be greater than it would be if the Portfolio were to invest
directly in the securities held by the corresponding Master Fund.  However, the
total expense ratios for the Portfolios and the Master Funds are expected to be
less over time than such ratios would be if the Portfolios were to invest
directly in the underlying securities.  this arrangement enables various
institutional investors, including the Portfolios, to pool their assets, which
may be expected to result in economies by spreading certain fixed costs over a
larger asset base.  Each shareholder in a Master Fund, including a Portfolio,
will pay its proportionate share of the expenses of that Master Fund.

     The shares of the Master Funds 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 a Master Fund by other
institutional investors offers potential benefits to the Master Funds, and
through their investment in the Master Funds, the Portfolios 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 Funds.  Also, if an
institutional investor were to redeem its interest in a Master Fund, the
remaining investors in that 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 a
Master Fund than the corresponding 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 a Portfolio, it may withdraw its investment in a 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 a Portfolio will receive written
notice thirty days prior to the effective date of any changes in the investment
objective of its corresponding Master Fund.  A withdrawal by a Portfolio of its
investment in the corresponding 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 a
Master Fund to a Portfolio may constitute a taxable exchange for federal income
tax purposes resulting in gain or loss to such Portfolio.  Any net capital gains
so realized will be distributed to that Portfolio's shareholders as described in
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."


                                          18
<PAGE>

                                 FINANCIAL HIGHLIGHTS

     The Financial Highlights table is meant to help you understand each
Portfolio's financial performance for the past 5 years or, if shorter, the
period of that Portfolio's operations, as indicated by the table.  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 Portfolios'
financial statements, are included in the Fund's annual report which is
available upon request.


                          DIMENSIONAL INVESTMENT GROUP INC.

                       THE DFA INSTITUTIONAL VALUE PORTFOLIO IV

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                                   YEAR          AUGUST 15,
                                                   ENDED             TO
                                                  NOV. 30,        NOV. 30,
                                                   1998             1997
                                                  -------         -------
<S>                                               <C>            <C>
Net Asset Value, Beginning of Period . . . . . .  $  9.05         $ 10.00
                                                  -------         -------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . . . .     0.23            0.08
     Net Gains (Losses) on Securities
       (Realized and Unrealized) . . . . . . . .     0.92           (1.03)
                                                  -------         -------
     Total from Investment Operations. . . . . .     1.15           (0.95)
                                                  -------         -------
Less Distributions
- ------------------
     Net Investment Income . . . . . . . . . . .    (0.13)             --
     Net Realized Gains. . . . . . . . . . . . .       --              --
                                                  -------         -------
     Total Distributions . . . . . . . . . . . .    (0.13)             --
                                                  -------         -------
Net Asset Value, End of Period . . . . . . . . .  $ 10.07         $  9.05
                                                  -------         -------
                                                  -------         -------
Total Return . . . . . . . . . . . . . . . . . .    12.74%          (9.50)%#

Net Assets, End of Period (thousands). . . . . .  $98,764         $15,968
Ratio of Expenses to Average
  Net Assets (1) . . . . . . . . . . . . . . . .     0.44%(a)        0.47%*(a)
Ratio of Net Investment Income to Average
  Net Assets . . . . . . . . . . . . . . . . . .     2.09%(a)        2.65%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . .      N/A             N/A
Portfolio Turnover Rate of Master
  Fund Series. . . . . . . . . . . . . . . . . .    15.41%          22.55%*(b)
</TABLE>

- -------------------------
*    Annualized
#    Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  The plan's sponsor has voluntarily contributed to the portfolio an amount
     equal to that portion of the aggregate fees and expenses incurred by the
     portfolio relating to the plan's investment.
(b)  Calculated for the year ended November 30, 1997.
N/A  Refer to the respective Master Fund Series.

                                          19
<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                            EMERGING MARKETS PORTFOLIO II

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                                   YEAR           AUG. 15
                                                   ENDED             TO
                                                  NOV. 30,        NOV. 30,
                                                   1998             1997
                                                  -------         -------
<S>                                               <C>            <C>
Net Asset Value, Beginning of Period . . . . . .  $  7.50         $ 10.00
                                                  -------         -------
Income from Investment Operations
- ---------------------------------
     Net Investment Income . . . . . . . . . . .     0.07           (0.01)
     Net Gains (Losses) on Securities
       (Realized and Unrealized) . . . . . . . .    (0.94)          (2.49)
                                                  -------         -------
     Total from Investment Operations. . . . . .    (0.87)          (2.50)
                                                  -------         -------
Less Distributions
- ------------------
     Net Investment Income . . . . . . . . . . .    (0.06)             --
     Net Realized Gains. . . . . . . . . . . . .       --              --
                                                  -------         -------
     Total Distributions . . . . . . . . . . . .    (0.06)             --
                                                  -------         -------
Net Asset Value, End of Period . . . . . . . . .  $  6.57         $  7.50
                                                  -------         -------
                                                  -------         -------
Total Return . . . . . . . . . . . . . . . . . .     9.76%         (25.00)%#
Net Assets, End of Period (thousands). . . . . .   $6,337          $8,858
Ratio of Expenses to Average
  Net Assets (1) . . . . . . . . . . . . . . . .     0.69%(a)        1.35%*(a)
Ratio of Net Investment Income to Average
  Net Assets . . . . . . . . . . . . . . . . . .     1.00%(a)       (0.20)%*(a)
Portfolio Turnover Rate. . . . . . . . . . . . .      N/A             N/A
Portfolio Turnover Rate of Master
  Fund Series. . . . . . . . . . . . . . . . . .    9.76%            0.54%*(b)
</TABLE>

- ---------------------
*    Annualized
#    Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers not been in effect, the ratio of expenses to average
     net assets for the periods ended November 30, 1998 and November 30, 1997
     would have been 1.09% and 1.75% and the ratio of net investment income to
     average net assest for the periods ended November 30, 1998 and November 30,
     1997 would have been 0.60% and (0.60)%.  Because of commencement of
     operations and related preliminary transaction costs, these ratios are not
     necessarily indicative of future ratios.  Additionally, the plan's sponsor
     has voluntarily contributed to the Portfolio an amount equal to that
     portion of the aggregate fees and expenses incurred by the Portfolio
     relating to the plan's investment.
(b)  Items calculated for the year ended November 30, 1997.
N/A  Refer to the respective Master Fund Series


                                          20
<PAGE>

                                  SERVICE PROVIDERS
   
- --------------------------------------------------------------------------------
          INVESTMENT ADVISOR                 ACCOUNTING SERVICES, DIVIDEND
     DIMENSIONAL FUND ADVISORS INC.           DISBURSING 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 - DOMESTIC                        LEGAL COUNSEL
           PFPC TRUST COMPANY             STRADLEY, RONON, STEVENS & YOUNG, LLP
          400 Bellevue Parkway                  2600 One Commerce Square
          Wilmington, DE  19809                Philadelphia, PA  191037098
- --------------------------------------------------------------------------------
       CUSTODIANS - 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
        THE CHASE MANHATTAN BANK
        4 Chase Metrotech Center
           Brooklyn, NY  11245
- --------------------------------------------------------------------------------
    


                                          21
<PAGE>

OTHER AVAILABLE INFORMATION


You can find more information about the Fund and its Portfolios 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 Portfolios
in their 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 Portfolios.
     -  The Fund - if you represent a 401(k) plan sponsor.  Call collect at
        (310) 395-8005.

     Additional materials describing the Fund and Portfolios, 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



                                          22

<PAGE>

                         THE DFA 6-10 INSTITUTIONAL PORTFOLIO

                          DIMENSIONAL INVESTMENT GROUP INC.

            1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401

                              TELEPHONE:  (310) 395-8005

                         STATEMENT OF ADDITIONAL INFORMATION

   
                                    MARCH 29, 1999
    

   
          This statement of additional information ("SAI") is not a prospectus
but should be read in conjunction with the prospectus of The DFA 6-10
Institutional Portfolio (the "Portfolio") of Dimensional Investment Group Inc.
(the "Fund"), dated March 29, 1999, as amended from time to time.  The audited
financial statements and financial highlights of the Fund are incorporated by
reference from the Fund's annual report to shareholders.  The prospectus and
annual report can be obtained by writing to the Fund at the above address or by
calling the above telephone number.
    
     

                                  TABLE OF CONTENTS
                                                                     

PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . .2

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

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

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . .5

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

SERVICES TO THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . .8

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .9

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

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

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

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

TAXATION OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . 10

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . 12

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>

                        PORTFOLIO CHARACTERISTICS AND POLICIES

          The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, it applies to the U.S. 6-10 Series
("Master Fund") of The DFA Investment Trust Company (the "Trust") and the
Portfolio through its investment in the Master Fund.  Capitalized terms not
otherwise defined in this SAI have the meaning assigned to them in the
prospectus.

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

          The Portfolio and the Master Fund are diversified under the federal
securities laws and regulations.

          Because the structure of the Master Fund is based on the relative
market capitalizations of eligible holdings, it is possible that the Master Fund
might include at least 5% of the outstanding voting securities of one or more
issuers.  In such circumstances, the Master Fund and the issuer would be deemed
affiliated persons and certain requirements under the federal securities laws
and regulations regulating dealings between mutual funds and their affiliates
might become applicable.  However, based on the present capitalizations of the
groups of companies eligible for inclusion in the Master Fund and the
anticipated amount of the assets intended to be invested in such securities,
management does not anticipate that the Master Fund will include as much as 5%
of the voting securities of any issuer.
          

                                BROKERAGE TRANSACTIONS

   
          During the fiscal years ended November 30, 1998, 1997 and 1996, the
Master Fund paid total brokerage commissions of $1,022,535, $855,652 and
$473,887, respectively.  The substantial increases or decreases in the amount of
brokerage commissions paid by the Master Fund from year to year resulted from
increases or decreases in the amount of securities that were bought and sold by
the Master Fund.
    

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

   
          Transactions also may be placed with brokers who provide the Advisor
with investment research, such as reports concerning individual issuers,
industries and general economic and financial trends and other research
services.  The Investment Management Agreement of the Master Fund permits the
Advisor knowingly to pay commissions on these transactions which are greater
than another broker, dealer or exchange member might charge if the Advisor, in
good faith, determines that the commissions paid are reasonable in relation to
the research or brokerage services provided by the broker or dealer when viewed
in terms of either a particular transaction or the Advisor's overall
responsibilities to the Master Fund.  During fiscal year 1998, the Master Fund
paid commissions for securities transactions to brokers which provided market
price monitoring services, market studies and research services to the Master
Fund of $497,918 with respect to securities transactions valued at $210,827,199.
Research services furnished by brokers through whom securities transactions are
effected may be used by the Advisor in servicing all of its accounts and not all
such services may be used by the Advisor with respect to the Master Fund.  
    

          The over-the-counter market companies eligible for purchase by the
Master Fund are thinly traded securities.  Therefore, the Advisor believes it
needs maximum flexibility to effect over-the-counter trades on a best 

                                          2

<PAGE>

execution basis.  To that end, the Advisor places buy and sell orders with
market makers, third market brokers, Instinet and with dealers on an agency
basis when the Advisor determines that the securities may not be available from
other sources at a more favorable price.  Third market brokers enable the
Advisor to trade with other institutional holders directly on a net basis.  This
allows the Advisor sometimes to trade larger blocks than would be possible by
going through a single market maker.

          Instinet is an electronic information and communication network whose
subscribers include most market makers as well as many institutions.  Instinet
charges a commission for each trade executed on its system.  On any given trade,
the Master Fund, by trading through Instinet, would pay a spread to a dealer on
the other side of the trade plus a commission to Instinet.  However, placing a
buy (or sell) order on Instinet communicates to many (potentially all) market
makers and institutions at once.  This can create a more complete picture of the
market and thus increase the likelihood that the Master Fund can effect
transactions at the best available prices.

          The Portfolio will not incur any brokerage or other costs in
connection with its purchase or redemption of shares of the Master Fund, except
if the Portfolio receives securities or currencies from the Master Fund to
satisfy the Portfolio's redemption request.
          

                                INVESTMENT LIMITATIONS

          The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders of a majority of the outstanding voting
securities of the Portfolio.  A "majority" is defined as the lesser of:  (1) at
least 67% of the voting securities of the Portfolio (to be effected by the
proposed change) present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.  The Master Fund's investment limitations are the same as those of
the Portfolio. 

          The Portfolio will not:

     (1)  invest in commodities or real estate, including limited partnership
          interests therein, although it may purchase and sell securities of
          companies which deal in real estate and securities which are secured
          by interests in real estate; 

     (2)  make loans of cash, except through the acquisition of repurchase
          agreements and obligations customarily purchased by institutional
          investors; 

     (3)  as to 75% of the total assets of the Portfolio, invest in the
          securities of any issuer (except obligations of the U.S. Government
          and its agencies and instrumentalities) if, as a result, more than 5%
          of the Portfolio's total assets, at market, would be invested in the
          securities of such issuer; 

     (4)  purchase or retain securities of an issuer, if those officers and
          directors of the Fund or the Advisor owning more than 1/2 of 1% of
          such securities together own more than 5% of such securities; 

     (5)  borrow, except from banks and as a temporary measure for extraordinary
          or emergency purposes and then, in no event, in excess of 33% of its
          net assets, or pledge more than 33% of such assets to secure such
          loans; 

     (6)  pledge, mortgage, or hypothecate any of its assets to an extent
          greater than 10% of its total assets at fair market value, except as
          described in (5) above; 


                                          3
<PAGE>

     (7)  invest more than 15% of the value of the Portfolio's total assets in
          illiquid securities, which include certain restricted securities,
          repurchase agreements with maturities of greater than seven days, and
          other illiquid investments; 

     (8)  engage in the business of underwriting securities issued by others; 

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

     (10) invest its assets in securities of any investment company, except in
          connection with a merger, acquisition of assets, consolidation or
          reorganization; 

     (11) invest more than 5% of its total assets in securities of companies
          which have (with predecessors) a record of less than three years'
          continuous operation; 

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

     (13) write or acquire options or interests in oil, gas or other mineral
          exploration, leases or development programs; 

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

     (15) purchase securities on margin or sell short;

     (16) acquire more than 10% of the voting securities of any issuer; or

     (17) issue senior securities (as such term is defined in Section 18(f) of
          the Investment Company Act of 1940 ("1940 Act)), except to the extent
          permitted by the 1940 Act.

          The investment limitations described in (3), (4), (7), (9), (10),
(11), (12) and (16) above do not prohibit the Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Fund.  

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

          For purposes of (7) above, although the Portfolio is authorized to
invest up to 15% of its total assets in illiquid securities, it does not intend
to do so.  

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

          Although not a fundamental policy subject to shareholder approval, the
Portfolio indirectly through its investment in the Master Fund, does not intend
to purchase interests in any real estate investment trust.

          Subject to future regulatory guidance, for purposes of those
investment limitations identified above that are based on total assets, "total
assets" refers to the assets that the Portfolio or Master Fund owns, and 


                                          4
<PAGE>

does not include assets which the Portfolio or Master Fund does not own but over
which it has effective control.  For example, when applying a percentage
investment limitation that is based on total assets, the Portfolio or Master
Fund will exclude from its total assets those assets which represent collateral
received by the Portfolio or Master Fund for its securities lending
transactions.

          Unless otherwise indicated, all limitations applicable to the
Portfolio's and Master Fund's investments apply only at the time that a
transaction is undertaken.  Any subsequent change in a rating assigned by any
rating service to a security or change in the percentage of the Portfolio's or
Master Fund's assets invested in certain securities or other instruments
resulting from market fluctuations or other changes in the Portfolio's or Master
Fund's total assets will not require the Portfolio or Master Fund to dispose of
an investment until the Advisor determines that it is practicable to sell or
close out the investment without undue market or tax consequences.  
          

                              CASH MANAGEMENT PRACTICES

          The Portfolio and Master Fund engage in cash management practices in
order to earn income on uncommitted cash balances.  Generally, cash is
uncommitted pending investment in other obligations, payment of redemptions or
in other circumstances where the Advisor believes liquidity is necessary or
desirable.  The Portfolio and Master Fund may invest cash in short-term
repurchase agreements.  In addition, the Master Fund may invest a portion of its
assets, ordinarily not more than 20%, in interest-bearing obligations, such as
money-market instruments.  The 20% guideline is not an absolute limitation but
the Portfolio and Master Fund do not expect to exceed this guideline under
normal circumstances.
          

   
                                DIRECTORS AND OFFICERS
    

          The Board of Directors of the Fund is responsible for establishing
Fund policies and for overseeing the management of the Fund.  Each of the
Directors and officers of the Fund is also a Trustee and officer of the Trust. 
The Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolio and the Master Fund.

          The names, locations and dates of birth of the Directors and officers
of the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

          David G. Booth*, (12/2/46), Director, President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.   Chairman
and Director, Dimensional Fund Advisors Ltd.

          George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo
Melamed Professor of Finance, Graduate School of Business, University of
Chicago.  Trustee, The DFA Investment Trust Company.  Director, DFA Investment
Dimensions Group Inc. and Dimensional Emerging Markets Value Fund Inc.

          John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

          Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance, Yale 


                                          5
<PAGE>

School of Management.  Trustee, The DFA Investment Trust Company.  Director, DFA
Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc.,
Hospital Fund, Inc. (investment management services) and BIRR Portfolio
Analysis, Inc. (software products).  Chairman, Ibbotson Associates, Inc.,
Chicago, IL, (software, data, publishing and consulting).

          Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R.
McCormick Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Public Director, Chicago Mercantile Exchange.

          Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

          Rex A. Sinquefield#*, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.  Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust
Company.  Chairman, Chief Executive Officer and Director, Dimensional Fund
Advisors Ltd.

*Interested Director of the Fund.

OFFICERS

          Each of the officers listed below hold the same office (except as
otherwise noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

          Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

          Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

          Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

          Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary
for all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.  

          Richard Eustice, (8/5/65), Vice President and Assistant Secretary,
Santa Monica, CA.

          Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

          Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and
Assistant Treasurer, Santa Monica, CA.

          Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA. 
Managing Director, ANB Investment Management and Trust Company from 1985-1993;
President, ANB Investment Management and Trust Company from 1993-1997.


                                          6
<PAGE>

          Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

          Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary
(for all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA. 
Associate, Morrison & Foerster, LLP from 1989 to 1996.

          David Plecha, (10/26/61), Vice President, Santa Monica, CA.  

          George Sands, (2/8/56), Vice President, Santa Monica, CA.

          Michael T. Scardina, (10/12/55), Vice President, Chief Financial
Officer and Treasurer, Santa Monica, CA.

          Jeanne C. Sinquefield, Ph.D.#, (12/2/46), Executive Vice President,
Santa Monica, CA.

          Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

          Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. 
Director of Research, LPL Financial Services, Inc., Boston, MA from 1987 to
1994.

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

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

          Set forth below is a table listing, for each director entitled to
receive compensation, the compensation received from the Fund during the fiscal
year ended November 30, 1998, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.  


<TABLE>
<CAPTION>

                                   AGGREGATE           TOTAL COMPENSATION FROM
                                  COMPENSATION                   FUND
 DIRECTOR                           FROM FUND               AND FUND COMPLEX*   
- ----------                        -------------        ------------------------
<S>                               <C>                  <C>
 George M. Constantinides            $5,000                    $30,000
 John P. Gould                       $5,000                    $30,000
 Roger G. Ibbotson                   $5,000                    $30,000
 Merton H. Miller                    $5,000                    $30,000
 Myron S. Scholes                    $5,000                    $30,000

</TABLE>

*The term Fund Complex refers to all registered investment companies for which
the Advisor performs advisory or administrative services and for which the
individuals listed above serve as directors.


                                          7
<PAGE>

                                 SERVICES TO THE FUND

ADMINISTRATIVE SERVICES

          The Fund has entered into an administration agreement with the Advisor
on behalf of the Portfolio.  Pursuant to the administration agreement, the
Advisor will perform various services, including: supervision of the services
provided by the Portfolio's custodian and dividend disbursing agent and others
who provide services to the Fund for the benefit of the Portfolio; assisting the
Fund in complying with the provisions of federal, state, local and foreign
securities, tax and other laws applicable to the Portfolio; providing
shareholders with information about the Portfolio and their investments as they
or the Fund may request; assisting the Portfolio in conducting meetings of
shareholders of record; furnishing information as the Board of Directors may
require regarding the Master Fund; and any other administrative services for the
benefit of the Portfolio as the Board of Directors may reasonably request.  The
advisor also provides the Fund with office space and personnel.  For its
administrative services, the Portfolio pays the Advisor a monthly fee equal to
one-twelfth of .07% of the average net assets of the Portfolio.  The Advisor has
agreed to waive its fee under the administration agreement with respect to the
Portfolio to the extent necessary to keep the cumulative annual expenses of the
Portfolio to not more than 0.20% of the average net assets of the Portfolio on
an annualized basis.

          PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves
as the accounting services, dividend disbursing and transfer agent for the
Portfolio and the Master Fund.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services.  For its
services, the Portfolio pays PFPC a monthly fee of $1,000.

CUSTODIAN

   
          PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809,
serves as a custodian for the Portfolio and the Master Fund.  The custodian
maintains a separate account or accounts for the Portfolio and the Master Fund;
receives, holds and releases portfolio securities on account of the Portfolio
and the Master Fund; makes receipts and disbursements of money on behalf of the
Portfolio and the Master Fund; and collects and receives income and other
payments and distributions on account of the Portfolio's and Master Fund's
portfolio securities.
    

DISTRIBUTOR

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

LEGAL COUNSEL

          
Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.  Its
address is 2600 One Commerce Square, Philadelphia, PA  19103-7098.
          
          
                                    ADVISORY FEES 

   
          David G. Booth and Rex A. Sinquefield, as directors and officers of
the Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to the Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund.  For the fiscal years ended
November 30, 1996, 1997 and 1998, the Master Fund paid advisory fees of $81,000,
$102,000 and $150,000, respectively.  The Master Fund has more than one
investor; this dollar amount represents the total dollar amount of advisory fees
paid by the Master Fund to the Advisor.
    


                                          8
<PAGE>

                                 GENERAL INFORMATION

          The Fund was incorporated under Maryland law on March 19, 1990.  The
Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until it amended
its Articles of Incorporation in April, 1993, to change to its present name. 
Prior to a February, 1992, amendment to the Articles of Incorporation, it was
known as DFA U.S. Large Cap Portfolio Inc.  The DFA Investment Trust Company was
organized as a Delaware business trust on Ocotber 27, 1992.  The Trust offers
shares of its series only to institutional investors in private offerings.
          

                                  SHAREHOLDER RIGHTS

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

          Whenever the Portfolio, as an investor in the Master Fund, is asked to
vote on a shareholder proposal, the Fund will solicit voting instructions from
the Portfolio's shareholders with respect to the proposal.  The Directors of the
Fund will then vote the Portfolio's shares in the Master Fund in accordance with
the voting instructions received from the Portfolio's shareholders.  The
Directors of the Fund will vote shares of the Portfolio for which they receive
no voting instructions in accordance with their best judgment.

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


                           PRINCIPAL HOLDERS OF SECURITIES

   
          As of February 26, 1999, the following person(s) beneficially owned 5%
or more of the outstanding stock of the Portfolio:  
    

   
          Baycare Health Master Custody                     48.20%
          323 Jefford Street
          Clearwater, FL  33757
    
          
   
          Baycare Health Retirement Plan                    19.14%
          323 Jefford Street
          Clearwater, FL  33757
    
          
          Utah Retirement System                            17.66%
          540 E. 200 South
          Salt Lake City, UT  84102
          
   
          NI-Gas Savings Investment & Thrift Plans          14.24%


                                          9
<PAGE>

          Northern Illinois Gas
          P.O. Box 190
          Aurora, IL  60507
    


                                  PURCHASE OF SHARES

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

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

          The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of the Portfolio or reject purchase orders when, in the
judgment of management, such suspension or rejection is in the best interest of
the Fund or the Portfolio.  Securities accepted in exchange for shares of the
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the Portfolio.
          
          
                                 REDEMPTION OF SHARES

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

          The Fund may suspend redemption privileges or postpone the date of
payment:  (1) during any period when the NYSE is closed, or trading on the NYSE
is restricted as determined by the U.S. Securities and Exchange Commission
("SEC"), (2) during any period when an emergency exists as defined by the rules
of the SEC as a result of which it is not reasonably practicable for the Fund to
dispose of securities owned by it, or fairly to determine the value of its
assets, and (3) for such other periods as the SEC may permit.

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

                              TAXATION OF THE PORTFOLIO

          The following is a summary of some of the federal income tax
consequences that may affect the Portfolio.  Unless your investment in the
Portfolio is through a retirement plan, you should consider the tax implications
of investing, and consult your own tax adviser.


                                          10
<PAGE>

DISTRIBUTION OF NET INCOME

          The Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of the Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders.  Any distributions by the Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

          The Portfolio may derive capital gains and losses in connection with
sales or other dispositions of its portfolio securities.  Distributions derived
from the excess of net short-term capital gain over net long-term capital loss
will be taxable to shareholders as ordinary income.  Distributions paid from
long-term capital gains realized by the Portfolio will be taxable to
shareholders as long-term capital gain, regardless of how long the shares of the
Portfolio have been held.  Any net short-term or long-term capital gains
realized by the Portfolio  (net of any capital loss carryovers) generally will
be distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

          The Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code.  As a regulated investment
company, the Portfolio generally pays no federal income tax on the income and
gains it distributes to its shareholders.  The Board reserves the right not to
maintain the qualification of the Portfolio as a regulated investment company,
if it determines such course of action to be beneficial to shareholders.  In
such case, the Portfolio will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains, and distributions to
shareholders will be taxed as ordinary dividend income to the extent of the
Portfolio's available earnings and profits.  

EXCISE TAX DISTRIBUTION REQUIREMENT

          The Internal Revenue Code requires the Portfolio to distribute at
least 98% of its taxable ordinary income earned during the calendar year and 98%
of its capital gain net income earned during the twelve month period ending
October 31 (in addition to undistributed amounts from the prior year) to you by
December 31 of each year in order to avoid federal excise taxes.  The Portfolio
intends to declare and pay sufficient dividends in December (or January that are
treated by you as received in December) but does not guarantee and can give no
assurances that its distributions will be sufficient to eliminate all such
taxes.

REDEMPTION OF PORTFOLIO SHARES

          Redemptions and exchanges of Portfolio shares are taxable transactions
for federal and state income tax purposes that cause a shareholder to recognize
a gain or loss.  If a shareholder holds his shares as a capital asset, the gain
or loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

          All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption. 
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.

U.S. GOVERNMENT OBLIGATIONS

          Many states grant tax-free status to dividends paid from interest
earned on direct obligations of the U.S. government, subject in some states to
minimum investment requirements that must be met by a Portfolio or Master Fund. 
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase 


                                          11

<PAGE>

agreements collateralized by U.S. government securities do not generally qualify
for tax-free treatment.  The rules on exclusion of this income are different for
corporations.

COMPLEX SECURITIES

          The Portfolio or Master Fund may invest in complex securities and such
investments may be subject to special and complicated tax rules.  These rules
could affect whether gains or losses recognized by the Portfolio or Master Fund
are treated as ordinary income or capital gain, accelerate the recognition of
income to the Portfolio or Master Fund, defer the Portfolio's or the Master
Fund's ability to recognize losses, and, in limited cases, subject the Portfolio
or Master Fund to U.S. federal income tax on income from certain of its foreign
investments.  In turn, these rules may affect the amount, timing or character of
the income distributed to a shareholder by the Portfolio or Master Fund.  

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

          The Portfolio may be subject to certain special rules since the Master
Fund in which the Portfolio invests is taxable as a registered investment
company ("RIC").  For example, the Portfolio will not be permitted to
passthrough foreign withholding taxes paid by the Master Fund to the Portfolio's
shareholders.  These special rules may affect the amount, timing or character of
the income distributed to shareholders of the Portfolio.  

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

          The Portfolio will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of the
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.
    

                           CALCULATION OF PERFORMANCE DATA

          The Portfolio and the Master Fund may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis, that is by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated. 
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods.  In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines.  Performance
data is based on historical earnings and is not intended to indicate future
performance.  Rates of return expressed on an annual basis will usually not
equal the sum of returns expressed for consecutive interim periods due to the
compounding of the interim yields.  The Fund's annual report to shareholders of
the Portfolio for the fiscal year ended November 30, 1998, contains additional
performance information.  A copy of the annual report is available upon request
and without charge.

          Quotations of the annualized percentage total returns of the Portfolio
for the one-, five-, and ten-year periods ended November 30, 1998 (as
applicable) are set forth in the prospectus.  Such quotations use the
standardized method of calculation required by the SEC.  

          For purposes of calculating the performance of the Portfolio, the
performance of the Master Fund will be utilized for the period prior to when the
Portfolio commenced operations, and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, the
Portfolio and Master Fund each determines its average annual total return by
finding the average annual compounded rates of return over the stated 


                                          12
<PAGE>

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

        n
P(1 + T)  = ERV

where:

     P   = a hypothetical initial payment of $1,000

     T   = average annual total return

     n   = number of years

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

          In addition to the standardized method of calculating performance
required by the SEC, the Portfolio and Master Fund may disseminate other
performance data and may advertise total return calculated on a monthly basis.

          The Portfolio may compare its investment performance to appropriate
market and mutual fund indices and investments for which reliable performance
data is available.  Such indices are generally unmanaged and are prepared by
entities and organizations which track the performance of investment companies
or investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolio may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolio or to
the Advisor, should be considered in light of the Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.
          

                                 FINANCIAL STATEMENTS

   
          PricewaterhouseCoopers LLP (formerly Coopers & Lybrand, L.L.P.), 2400
Eleven Penn Center, Philadelphia, PA  19103, are the Fund's independent
accountants.  They audit the Fund's financial statements.  The audited financial
statements and financial highlights of the Portfolio for the Fund's fiscal year
ended November 30, 1998, as set forth in the Fund's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    

   
          The audited financial statements of the Master Fund for the Trust's
fiscal year ended November 30, 1998, as set forth in the Trust's annual report
to shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    

          A shareholder may obtain a copy of the reports upon request and
without charge, by contacting the Fund at the address or telephone number
appearing on the cover of this SAI.
          

                                          13
<PAGE>

                          U.S. LARGE CAP VALUE PORTFOLIO II



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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1999
    
   
     This statement of additional information ("SAI") is not a prospectus but
should be read in conjunction with the prospectus of U.S. Large Cap Value
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the
"Fund"), dated March 29, 1999, as amended from time to time.  The audited
financial statements and financial highlights of the Fund are incorporated by
reference from the Fund's annual report to shareholders.  The prospectus and
annual report can be obtained by writing to the Fund at the above address or by
calling the above telephone number.
    

                                  TABLE OF CONTENTS

PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . . . .2

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

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

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

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .5

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

SERVICES TO THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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

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

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

TAXATION OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . 11

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . 12

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>

                        PORTFOLIO CHARACTERISTICS AND POLICIES

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, it applies to the U.S. Large Cap Value
Series (the "Master Fund") of The DFA Investment Trust Company (the "Trust") and
the Portfolio through its investment in the Master Fund.  Capitalized terms not
otherwise defined in this SAI have the meaning assigned to them in the
prospectus.

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

     The Portfolio and the Master Fund are diversified under the federal
securities laws and regulations.  

     Because the structure of the Master Fund is based on the relative market
capitalizations of eligible holdings, it is possible that the Master Fund might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable.  However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Fund and the anticipated
amount of the Master Fund's assets intended to be invested in such securities,
management does not anticipate that the Master Fund will include as much as 5%
of the voting securities of any issuer.


                                BROKERAGE TRANSACTIONS
   
     During the fiscal years ended November 30, 1998, 1997 and 1996, the Master
Fund paid brokerage commissions of $1,116,421, $929,005 and $934,452,,
respectively.  The substantial increases or decreases in the amount of brokerage
commissions paid by the Master Fund from year to year resulted from increases or
decreases in the amount of securities that were bought and sold by the Master
Fund.
    

     Portfolio transactions of the Master Fund will be placed with a view to
receiving the best price and execution.  In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected.  Brokers will be
selected with these goals in view.  The Advisor monitors the performance of
brokers which effect transactions for the Master Fund to determine the effect
that their trading has on the market prices of the securities in which it
invests.  The Advisor also checks the rate of commission being paid by the
Master Fund to its brokers to ascertain that they are competitive with those
charged by other brokers for similar services.  
   
     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Master Fund permits the Advisor knowingly
to pay commissions on these transactions which are greater than another broker,
dealer or exchange member might charge if the Advisor, in good faith, determines
that the commissions paid are reasonable in relation to the research or
brokerage services provided by the broker or dealer when viewed in terms of
either a particular transaction or the Advisor's overall responsibilities to
assets under its management.  During fiscal year 1998, the Master Fund paid
commissions for securities transactions to brokers which provided market price
monitoring services, market studies and research services to the Master Fund of
$65,046 with respect to securities transactions valued at $71,611,201.  Research
services furnished by brokers through whom securities transactions are effected
may be used by the Advisor in servicing all of its accounts and not all such
services may be used by the Advisor with respect to the Master Fund.
    

     The over-the-counter market companies eligible for purchase by the Master
Fund are thinly traded securities.  Therefore, the Advisor believes it needs
maximum flexibility to effect over-the-counter trades on a best execution basis.
To that end, the Advisor places buy and sell orders with market makers, third
market brokers,


                                          2
<PAGE>

Instinet and with dealers on an agency basis when the Advisor determines that
the securities may not be available from other sources at a more favorable
price.  Third market brokers enable the Advisor to trade with other
institutional holders directly on a net basis.  This allows the Advisor
sometimes to trade larger blocks than would be possible by going through a
single market maker.

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

     The Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the Master Fund, except if the
Portfolio receives securities from the Master Fund to satisfy the Portfolio's
redemption request.


                                INVESTMENT LIMITATIONS

     The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders of a majority of the outstanding voting
securities of the Portfolio.  A "majority" is defined as the lesser of:  (1) at
least 67% of the voting securities of the Portfolio (to be effected by the
proposed change) present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio.  The investment limitations of the Master Fund are the same as those
of the Portfolio.

     The Portfolio will not:

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

     (2)  make loans of cash, except through the acquisition of repurchase
          agreements and obligations customarily purchased by institutional
          investors; 

     (3)  as to 75% of its total assets, invest in the securities of any issuer
          (except obligations of the U.S. Government and its agencies and
          instrumentalities) if, as a result, more than 5% of the Portfolio's
          total assets, at market, would be invested in the securities of such
          issuer; 

     (4)  purchase or retain securities of an issuer, if those officers and
          directors of the Fund or the Advisor owning more than 1/2 of 1% of
          such securities together own more than 5% of such securities; 

     (5)  borrow, except from banks as a temporary measure for extraordinary or
          emergency purposes and then, in no event, in excess of 33% of its net
          assets , or pledge more than 33% of such assets to secure such loans; 

     (6)  pledge, mortgage, or hypothecate any of its assets to an extent
          greater than 10% of its total assets at fair market value, except as
          described in (5) above;


                                          3
<PAGE>

     (7)  invest more than 15% of the value of the Portfolio's total assets in
          illiquid securities, which include certain restricted securities,
          repurchase agreements with maturities of greater than seven days, and
          other illiquid investments; 

     (8)  engage in the business of underwriting securities issued by others; 

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

     (10) invest its assets in securities of any investment company, except in
          connection with a merger, acquisition of assets, consolidation or
          reorganization; 

     (11) invest more than 5% of its total assets in securities of companies
          which have (with predecessors) a record of less than three years'
          continuous operation; 

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

     (13) write or acquire options or interests in oil, gas or other mineral
          exploration, leases or development programs, except as provided in (1)
          above; 

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

     (15) purchase securities on margin or sell short;

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

     (17) issue senior securities (as such term is defined in Section 18(f) of
          the Investment Company Act of 1940 ("1940 Act"), except to the extent
          permitted by the 1940 Act.

     The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit the Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Fund.  

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

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

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

     While the Master Fund has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.


                                          4
<PAGE>

     Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Portfolio or Master Fund owns, and does not
include assets which the Portfolio or Master Fund does not own but over which it
has effective control.  For example, when applying a percentage investment
limitation that is based on total assets, the Portfolio or Master Fund will
exclude from its total assets those assets which represent collateral received
by the Portfolio or Master Fund for its securities lending transactions.

     Unless otherwise indicated, all limitations applicable to the Portfolio's
and Master Fund's investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of the Portfolio's or
Master Fund's assets invested in certain securities or other instruments
resulting from market fluctuations or other changes in the Portfolio's or Master
Fund's total assets will not require the Portfolio or Master Fund's to dispose
of an investment until the Advisor determines that it is practicable to sell or
close out the position without undue market or tax consequences.


                                  FUTURES CONTRACTS

     The Master Fund may enter into futures contracts and options on futures
contracts for the purpose of remaining fully invested and to maintain liquidity
to pay redemptions.  Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of defined securities at a
specified future time and at a specified price.  Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges.  The Master Fund will be required to make a
margin deposit in cash or government securities with a broker or custodian to
initiate and maintain positions in futures contracts.  Minimal initial margin
requirements are established by the futures exchange, and brokers may establish
margin requirements which are higher than the exchange requirements.  After a
futures contract position is opened, the value of the contract is marked to
market daily.  If the futures contract price changes, to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required.  Conversely, reduction in the contract
value may reduce the required margin resulting in a repayment of excess margin
to the Master Fund.  Variation margin payments are made to and from the futures
broker for as long as the contract remains open.  The Master Fund expects to
earn income on its margin deposits.  To the extent that the Master Fund invests
in futures contracts and options thereon for other than bona fide hedging
purposes, the Master Fund will not enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits and premiums paid
for open futures options would exceed 5% of the Master Fund's net assets, after
taking into account unrealized profits and unrealized losses on such contracts
it has entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.  Pursuant to published positions of the Securities and
Exchange Commission (the "SEC"), the Portfolio or Master Fund may be required to
maintain segregated accounts consisting of liquid assets such as cash, U.S.
government securities, or other high grade debt obligations (or, as permitted
under applicable regulation, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with respect
to such contracts.

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Master Fund would continue to be
required to make variation margin deposits.  In such circumstances, if the
Master Fund has insufficient cash, it might have to sell portfolio securities to
meet daily margin requirements at a time when it might be disadvantageous to do
so.  Management intends to minimize the possibility that it will be unable to
close out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.

                              CASH MANAGEMENT PRACTICES

     The Portfolio and Master Fund engage in cash management practices in order
to earn income on uncommitted cash balances.  Generally, cash is uncommitted
pending investment in other obligations, payment of


                                          5
<PAGE>

redemptions or in other circumstances where the Advisor believes liquidity is
necessary or desirable.  The Portfolio and Master Fund may invest cash in
short-term repurchase agreements.  In addition, the Portfolio and Master Fund
may invest a portion of its assets, ordinarily not more than 20%, in high
quality, highly liquid fixed income securities.  The 20% guideline is not an
absolute limitation but the Portfolio and Master Fund do not expect to exceed
this guideline under normal circumstances.

     The Master Fund may invest in futures contracts and options on futures
contracts.  To the extent that the Master Fund or Portfolio invests in futures
contracts and options thereon for other than bona fide hedging purposes, it will
not enter into such transactions if, immediately thereafter, the sum of the
amount of initial margin deposits and premiums paid for open futures options
would exceed 5% of its net assets, after taking into account unrealized profits
and unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%.
   
                                DIRECTORS AND OFFICERS
    

     The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund.  Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust.  the
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolio and the Master Fund.

     The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

     David G. Booth*, Director, (12/2/46), President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.  Chairman
and Director, Dimensional Fund Advisors Ltd.

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Value Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional
Emerging Markets Value Fund Inc., Hospital Fund, Inc. (investment management
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting).

     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Value
Inc. and Public Director, Chicago Mercantile Exchange.


                                          6
<PAGE>

     Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

     Rex A. Sinquefield#*, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.  Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust
Company.  Chairman, Chief Executive Officer and Director, Dimensional Fund
Advisors Ltd.

*Interested Director of the Fund.


OFFICERS

     Each of the officers listed below hold the same office (except as otherwise
noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

     Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

     Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.  

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA. 
Associate, Morrison & Foerster, LLP from 1989 to 1996.

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.  

     George Sands, (2/8/56), Vice President, Santa Monica, CA.

     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.


                                          7
<PAGE>

     Jeanne C. Sinquefield#, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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

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

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1998, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

<TABLE>
<CAPTION>
                                   AGGREGATE          TOTAL COMPENSATION FROM
                                 COMPENSATION                  FUND
DIRECTOR                           FROM FUND             AND FUND COMPLEX*
- --------                         ------------         -----------------------
<S>                              <C>                  <C>
George M. Constantinides            $5,000                   $30,000
John P. Gould                       $5,000                   $30,000
Roger G. Ibbotson                   $5,000                   $30,000
Merton H. Miller                    $5,000                   $30,000
Myron S. Scholes                    $5,000                   $30,000
</TABLE>

*The term Fund Complex refers to all registered investment companies for which
the Advisor performs advisory or administrative services and for which the
individuals listed above serve as directors.


                                 SERVICES TO THE FUND

ADMINISTRATIVE SERVICES

     The Fund has entered into an administration agreement with the Advisor on
behalf of the Portfolio.  Pursuant to the administration agreement, the Advisor
will perform various services, including:  supervision of the services provided
by the Portfolio's custodian and dividend disbursing agent and others who
provide services to the Fund for the benefit of the Portfolio; assisting the
Fund to comply with the provisions of federal, state, local and foreign
securities, tax and other laws applicable to the Portfolio; providing
shareholders with information about the Portfolio and their investments as they
or the Fund may request; assisting the Fund to conduct meetings of shareholders
of record; furnishing information as the Board of Directors may require
regarding the Master Fund; and any other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably request.  The Advisor
also provides the Fund with office space and personnel.  The annual fee paid
monthly by the Portfolio to the Advisor for administrative services is .01% of
the Portfolio's average monthly net assets.  The Advisor has agreed to waive its
fee under the administration agreement 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.  The Advisor retains the right
in its sole discretion to modify or eliminate the waiver of a portion of its
fees and assumption of expenses in the future.

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolio and the Master Fund.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports,


                                          8
<PAGE>

liaison with its custodian, and transfer and dividend disbursing agency
services.  For its services, the Portfolio pays PFPC a monthly fee of $1,000.

SHAREHOLDER SERVICES

     The Fund intends to enter into shareholder service agreements with certain
Shareholder Services Agents on behalf of the Portfolio.  The Shareholder
Services Agents ordinarily will include (i) with respect to participants in a
401(k) plan that invests in the Portfolio, the person designated to service the
employer's plan, and (ii) institutions whose clients, customers or members
invest in the Portfolio.  The services to be provided under the shareholder
service agreements may include any of the following:  shareholder recordkeeping;
sending statements to shareholders reflecting account activities such as
purchases, redemptions and dividend payments; responding to shareholder
inquiries regarding their accounts; tax reporting with respect to dividends,
distributions and redemptions; receiving, aggregating and processing shareholder
orders; and providing the Portfolio with information necessary for the Fund to
comply with state securities laws.  The fee paid by the Portfolio to the
Shareholder Services Agent of each employer plan or institution is an annual
rate of .10% of the aggregate daily value of all shares held in an account
maintained by such Shareholder Services Agent, paid on a monthly basis.

CUSTODIAN
   
     PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the custodian for the Portfolio.  The custodian maintains a separate account or
accounts for the Portfolio and Master Fund; receives, holds and releases
portfolio securities on account of the Portfolios and Master Fund; makes
receipts and disbursements of money on behalf of the Portfolios and Master Fund;
and collects and receives income and other payments and distributions on account
of the Portfolio's and Master Fund's portfolio securities.
    

DISTRIBUTOR

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

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund. 
Its address is 2600 One Commerce Square, Philadelphia, PA  19103-7098.

                                    ADVISORY FEES
   
     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to the Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund.  For the fiscal years ended
November 30, 1996, 1997 and 1998, the Master Fund paid advisory fees of
$699,000, $1,255,000 and $1,667,000, respectively.  The Master Fund has more
than one investor; this dollar amount represents the total dollar amount of
advisory fees paid by the Master Fund to the Advisor.
    
                                 GENERAL INFORMATION

     The Fund was incorporated under Maryland law on March 19, 1990.  The Fund
was known as DFA U.S. Large Cap Inc. from February, 1992, until it amended its
Articles of Incorporation in April, 1993, to change to its present name.  Prior
to a February, 1992, amendment to the Articles of Incorporation, it was known as
DFA U.S. Large Cap Portfolio Inc.  The DFA Investment Trust Company was
organized as a Delaware business trust on October 27, 1992. The Trust offers
shares of its series only to institutional investors in private offerings.


                                          9
<PAGE>

                                  SHAREHOLDER RIGHTS

     The shares of the Portfolio, when issued and paid for in accordance with
the Portfolio's prospectus, will be fully paid and non-assessable shares, with
equal, non-cumulative voting rights and no preferences as to conversion,
exchange, dividends, redemptions or any other feature.  

     With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law.  If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Portfolio
whose shares they own, as well as a proportionate share of Fund assets not
attributable to any particular Portfolio.  Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law.  The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting.  Such meeting may be called to consider any
matter, including the removal of one or more directors.  Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.

     Whenever the Portfolio, as an investor in the Master Fund, is asked to vote
on a shareholder proposal, the Fund will solicit voting instructions from the
Portfolio's shareholders with respect to the proposal.   The Directors of the
Fund will then vote the Portfolio's shares in the Master Fund in accordance with
the voting instructions received from the Portfolio's shareholders.  The
Directors of the Fund will vote shares of the Portfolio for which they receive
no voting instructions in accordance with their best judgment.

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

                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of February 26, 1999, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:  
    

          BellSouth Corporation                                  100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ  07302
          * Owner of record only

                                  PURCHASE OF SHARES

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

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


                                          10
<PAGE>

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


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC, (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets,  and (3) for such other periods as
the SEC may permit.


                              TAXATION OF THE PORTFOLIO

     The following is a summary of some of the federal income tax consequences
of investing in the Portfolio.  Unless you are invested in the Portfolio through
a retirement plan, you should consider the implications of investing and consult
your own tax adviser.

DISTRIBUTION OF NET INCOME

     The Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of the Portfolio, constitute its net investment income from which
dividends may be paid to its shareholders.  Any distributions by the Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     The Portfolio may derive capital gains and losses in connection with sales
or other dispositions of its portfolio securities.  Distributions derived from
the excess of net short-term capital gain over net long-term capital loss will
be taxable to shareholders as ordinary income.  Distributions paid from
long-term capital gains realized by the Portfolio will be taxable to
shareholders as long-term capital gain, regardless of how long the shares of the
Portfolio have been held.  Any net short-term or long-term capital gains
realized by the Portfolio  (net of any capital loss carryovers) generally will
be distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

     The Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code.  As a regulated investment
company, the Portfolio generally pays no federal income tax on the income and
gains it distributes to its shareholders.  The Board reserves the right not to
maintain the qualification of the Portfolio as a regulated investment company,
if it determines such course of action to be beneficial to shareholders.  In
such case, the Portfolio will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains, and distributions to
shareholders will be taxed as ordinary dividend income to the extent of the
Portfolio's available earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Internal Revenue Code requires the Portfolio to distribute at least 98%
of its taxable ordinary income earned during the calendar year and 98% of its
capital gain net income earned during the twelve month period


                                          11
<PAGE>

ending October 31 (in addition to undistributed amounts from the prior year) to
you by December 31 of each year in order to avoid federal excise taxes.  The
Portfolio intends to declare and pay sufficient dividends in December (or
January that are treated by you as received in December) but does not guarantee
and can give no assurances that its distributions will be sufficient to
eliminate all such taxes.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss.  If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption. 
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by a Portfolio or Master Fund. 
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment.  The rules on exclusion of this income
are different for corporations.

COMPLEX SECURITIES

     The Portfolio or Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules.  These
rules could affect whether gains or losses recognized by the Portfolio or Master
Fund are treated as ordinary income or capital gain, accelerate the recognition
of income to the Portfolio or Master Fund, defer the Portfolio's or the Master
Fund's ability to recognize losses, and, in limited cases, subject the Portfolio
or the Master Fund to U.S. federal income tax on income from certain of its
foreign investments.  In turn, these rules may affect the amount, timing or
character of the income distributed to a shareholder by the Portfolio or Master
Fund.  

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     The Portfolio may be subject to certain special rules since the Master Fund
in which the Portfolio invests is taxable as a registered investment company
("RIC").  For example, the Portfolio will not be permitted to passthrough
foreign withholding taxes paid by the Master Fund to the Portfolio's
shareholders.  These special rules may affect the amount, timing or character of
the income distributed to shareholders of the Portfolio. 

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolio will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of the
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.


                           CALCULATION OF PERFORMANCE DATA

     The Portfolio and the Master Fund may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis; that is by including all net investment income


                                          12
<PAGE>

and any realized and unrealized net capital gains or losses during the period
for which investment performance is reported.  If dividends or capital gains
distributions have been paid during the relevant period, the calculation of
investment performance will include such dividends and capital gains
distributions as though reinvested in shares of the Portfolio or Master Fund.
Standard quotations of total return are computed in accordance with SEC
Guidelines and are presented whenever any non-standard quotations are
disseminated.  Non-standardized total return quotations may differ from the SEC
Guideline computations by covering different time periods.  In all cases,
disclosures are made when performance quotations differ from the SEC Guidelines.
Performance data is based on historical earnings and is not intended to indicate
future performance.  Rates of return expressed on an annual basis will usually
not equal the sum of returns expressed for consecutive interim periods due to
the compounding of the interim yields.  The Fund's annual report to shareholders
of the Portfolio for the fiscal year ended November 30, 1998, contains
additional performance information.  A copy of the annual report is available
upon request and without charge.  

     Quotations of the annualized percentage total returns for the one-, five-,
and ten-year periods ended November 30, 1998 (as applicable) are set forth in
the prospectus.  Such quotations use the standardized method of calculation
required by the SEC.  

     For purposes of calculating the performance of the Portfolio, the
performance of the Master Fund will be utilized for the period prior to when the
Portfolio commenced operations, and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, the
Portfolio and Master Fund each determines its average annual total return by
finding the average annual compounded rates of return over the stated time
period that would equate a hypothetical initial purchase order of $1,000 to its
redeemable value (including capital appreciation/depreciation and dividends and
distributions paid and reinvested less any fees charged to a shareholder
account) at the end of the stated time period.  The calculation assumes that all
dividends and distributions are reinvested at the public offering price on the
reinvestment dates during the period.  The  calculation also assumes the account
was completely redeemed at the end of each period and the deduction of all
applicable charges and fees.  According to the SEC's formula:

        n
P(1 + T)  = ERV

where:
          P   = a hypothetical initial payment of $1,000
          T   = average annual total return
          n   = number of years
          ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the one-, five- and ten-year periods at the end of the one-,
five- and ten-year periods (or fractional portion thereof).

     In addition to the standardized method of calculating performance required
by the SEC, the Portfolio and Master Fund may disseminate other performance data
and may advertise total return calculated on a monthly basis.  

     The Portfolio may compare its investment performance to appropriate market
and mutual fund indices and investments for which reliable performance data is
available.  Such indices are generally unmanaged and are prepared by entities
and organizations which track the performance of investment companies or
investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolio may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolio or to
the Advisor, should be considered in light of the Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.


                                 FINANCIAL STATEMENTS

     PricewaterhouseCoopers LLP (formerly Coopers & Lybrand, L.L.P.), 2400
Eleven Penn Center, Philadelphia, PA  19103, are the Fund's independent
accountants.  They audit the Fund's financial statements. The audited financial
statements and financial highlights of the Portfolio for the Fund's fiscal year
ended November 30,


                                          13
<PAGE>

1998, as set forth in the Fund's annual report to shareholders, including the
report of PricewaterhouseCoopers LLP, are incorporated by reference into this
SAI. 

     The audited financial statements of the Master Fund for the Trust's fiscal
year ended November 30, 1998, as set forth in the Trust's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI. 

     A shareholder may obtain a copy of the reports upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this SAI.



                                          14
<PAGE>


                        DFA INTERNATIONAL VALUE PORTFOLIO II


                         DIMENSIONAL INVESTMENT GROUP INC.

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

                        STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1999
    
   
     This statement of additional information (SAI) is not a prospectus but
should be read in conjunction with the prospectus of DFA International Value
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the
"Fund"), dated March 29, 1999, as amended from time to time.
    
     The audited financial statements and financial highlights of the Fund are
incorporated by reference from the Fund's annual report to shareholders.  The
prospectus and annual report can be obtained by writing or calling the
Shareholder Services Agent for your employer's plan.


                                  TABLE OF CONTENTS

PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . . . . 1

BROKERAGE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 4

CONVERTIBLE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

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

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

TAXATION OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . .10

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . .12

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
<PAGE>



                        PORTFOLIO CHARACTERISTICS AND POLICIES

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, the following information applies to
the DFA International Value Series (the "Master Fund") of The DFA Investment
Trust Company (the "Trust") and to the Portfolio through its investment in the
Master Fund.  Capitalized terms not otherwise defined in this SAI have the
meaning assigned to them in the prospectus.

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

     The Portfolio and the Master Fund are diversified under the federal
securities laws and regulations.

     Because the structure of the Master Fund is based on the relative market
capitalizations of eligible holdings, it is possible that the Master Fund might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable.  However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Fund and the anticipated
amount of the assets intended to be invested in such securities, management does
not anticipate that the Master Fund will include as much as 5% of the voting
securities of any issuer.


                                BROKERAGE TRANSACTIONS
   
     During the fiscal years ended November 30, 1998, 1997 and 1996, the Master
Fund paid brokerage commissions of $763,022, $1,133,787 and $1,251,242,
respectively.  The substantial increases or decreases in the amount of brokerage
commissions paid by the Master Fund from year to year resulted from increases or
decreases in the amount of securities that were bought and sold by the Master
Fund.
    
     Portfolio transactions of the Master Fund will be placed with a view to
receiving the best price and execution.  In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected.  Brokers will be
selected with these goals in view.  The Advisor monitors the performance of
brokers which effect transactions for the Master Fund to determine the effect
that their trading has on the market prices of the securities in which it
invests.  The Advisor also checks the rate of commission being paid by the
Master Fund to its brokers to ascertain that they are competitive with those
charged by other brokers for similar services.

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Master Fund permits the Advisor knowingly
to pay commissions on these transactions which are greater than another broker,
dealer or exchange member might charge if the Advisor, in good faith, determines
that the commissions paid are reasonable in relation to the research or
brokerage services provided by the broker or dealer when viewed in terms of
either a particular transaction or the Advisor's overall responsibilities to
assets under its management.

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

<PAGE>

   
     During fiscal year 1998, the Master Fund paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Master Fund of $15,569 with respect to
securities transactions valued at $2,427,926.  Research services furnished by
brokers through whom securities transactions are effected may be used by the
Advisor in servicing all of its accounts and not all such services may be used
by the Advisor with respect to the Master Fund.
    

     The Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the Master Fund, except if the
Portfolio receives securities or currencies from the Master Fund to satisfy the
Portfolio's redemption request.


                                INVESTMENT LIMITATIONS

     The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders of a majority of the outstanding voting
securities of the Portfolio.  A "majority" is defined as the lesser of:  (1) at
least 67% of the voting securities of the Portfolio (to be effected by the
proposed change) present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio.  The investment limitations of the Master Fund are the same as those
of the Portfolio.

     The Portfolio will not:

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

     (2) make loans of cash, except through the acquisition of repurchase
agreements and obligations customarily purchased by institutional investors;

     (3) as to 75% of its total assets, invest in the securities of any issuer
(except obligations of the U.S. Government and its agencies and
instrumentalities) if, as a result of more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer;

     (4) purchase or retain securities of an issuer, if those officers and
directors of the Fund or the Advisor owning more than 1/2 of 1% of such
securities together own more than 5% of such securities;

     (5) borrow, except from banks and as a temporary measure for extraordinary
or emergency purposes and, then, in no event in excess of 33% of its net assets,
or pledge more than 33% of such assets to secure such loans;

     (6) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value, except as described in (5)
above;

     (7) invest more than 15% of the value of the Portfolio's total assets in
illiquid securities, which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments;

     (8) engage in the business of underwriting securities issued by others;

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

     (10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization;

     (11) invest more than 5% of its total assets in securities of companies
which have (with predecessors) a record of less than three years' continuous
operation;


                                          2
<PAGE>

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

     (13) write or acquire options or interests in oil, gas or other mineral
exploration, leases or development programs, except as described in (1) above;

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

     (15) purchase securities on margin or sell short;

     (16) acquire more than 10% of the voting securities of any issuer; or

     (17) issue senior securities (as such term is defined in Section 18(f) of
the Investment Company Act of 1940 (the "1940 Act")), except to the extent
permitted by the 1940 Act.

     The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit the Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Fund.

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

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

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

     The Master Fund may acquire and sell forward foreign currency exchange
contracts in order to hedge against changes in the level of future currency
rates.  Such contracts involve an obligation to purchase or sell a specific
currency at a future date at a price set in the contract.  While the Master Fund
has retained authority to buy and sell financial futures contracts and options
thereon, it has no present intention to do so.

     Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Master Fund owns, and does not include assets
which the Master Fund does not own but over which it has effective control.  For
example, when applying a percentage investment limitation that is based on total
assets, the Master Fund will exclude from its total assets those assets which
represent collateral received by the Master Fund for its securities lending
transactions.

     Unless otherwise indicated, all limitations applicable to the Portfolio's
and Master Fund's investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of a Portfolio's or Master
Fund's assets invested in certain securities or other instruments resulting from
market fluctuations or other changes in a Portfolio's or Master Fund's total
assets will not require a Portfolio or Master Fund to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
investment without undue market or tax consequences.


                                          3
<PAGE>

                                  FUTURES CONTRACTS

     The Master Fund may enter into futures contracts and options on futures
contracts for the purpose of remaining fully invested and to maintain liquidity
to pay redemptions.  Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of defined securities at a
specified future time and at a specified price.  Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges.  The Master Fund will be required to make a
margin deposit in cash or government securities with a broker or custodian to
initiate and maintain positions in futures contracts.  Minimal initial margin
requirements are established by the futures exchange and brokers may establish
margin requirements which are higher than the exchange requirements.  After a
futures contract position is opened, the value of the contract is marked to
market daily.  If the futures contract price changes, to the extent that the
margin on deposit does not satisfy margin requirements, payment of additional
"variation" margin will be required.  Conversely, reduction in the contract
value may reduce the required margin resulting in a repayment of excess margin
to the Master Fund.  Variation margin payments are made to and from the futures
broker for as long as the contract remains open.  The Master Fund expects to
earn income on its margin deposits.  To the extent that the Master Fund invests
in futures contracts and options thereon for other than bona fide hedging
purposes, the Master Fund will not enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits and premiums paid
for open futures options would exceed 5% of the Master Fund's net assets, after
taking into account unrealized profits and unrealized losses on such contracts
it has entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.  Pursuant to published positions of the U.S. Securities and
Exchange Commission ("SEC"), the Master Fund may be required to maintain
segregated accounts consisting of liquid assets, such as cash or liquid
securities (or, as permitted under applicable regulation, enter into offsetting
positions) in connection with its futures contract transactions in order to
cover its obligations with respect to such contracts.

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Master Fund would continue to be
required to make variation margin deposits.  In such circumstances, if the
Master Fund has insufficient cash, it might have to sell portfolio securities to
meet daily margin requirements at a time when it might be disadvantageous to do
so.  Management intends to minimize the possibility that it will be unable to
close out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.


                             CASH MANAGEMENT PRACTICES

     The Portfolio and Master Fund engage in cash management practices in order
to earn income on uncommitted cash balances.  Generally, cash is uncommitted
pending investment in other obligations, payment of redemptions or in other
circumstances where the Advisor believes liquidity is necessary or desirable.

     The Portfolio and Master Fund may invest cash in short-term repurchase
agreements.  In addition, the following cash investments are permissible:  fixed
income obligations such as money market instruments; index futures contracts and
options thereon.  Under normal circumstances, they do not expect to invest more
than 20% of their assets in such investments.

     To the extent that they invest in futures contracts and options thereon for
other than bona fide hedging purposes, they will not enter into such
transactions if, immediately thereafter, the sum of the amount of initial margin
deposits and premiums paid for open futures options would exceed 5% of its total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.


                                          4
<PAGE>

                                CONVERTIBLE DEBENTURES

     The Master Fund may invest up to 5% of its assets in convertible debentures
issued by non-U.S. companies located in countries where it is permitted to
invest.  Convertible debentures include corporate bonds and notes that may be
converted into or exchanged for common stock.  These securities are generally
convertible either at a stated price or a stated rate (that is, for a specific
number of shares of common stock or other security).  As with other fixed income
securities, the price of a convertible debenture to some extent varies inversely
with interest rates.  While providing a fixed-income stream (generally higher in
yield than the income derived from a common stock but lower than that afforded
by a non-convertible debenture), a convertible debenture also affords the
investor an opportunity, through its conversion feature, to participate in the
capital appreciation of the common stock into which it is convertible.  As the
market price of the underlying common stock declines, convertible debentures
tend to trade increasingly on a yield basis and so may not experience market
value declines to the same extent as the underlying common stock.  When the
market price of the underlying common stock increases, the price of a
convertible debenture tends to rise as a reflection of the value of the
underlying common stock.  To obtain such a higher yield, the Master Fund may be
required to pay for a convertible debenture an amount in excess of the value of
the underlying common stock.  Common stock acquired by the Master Fund upon
conversion of a convertible debenture will generally be held for as long as the
Advisor anticipates such stock will provide the Master Fund with opportunities
which are consistent with the Master Fund' investment objective and policies.


                               DIRECTORS AND OFFICERS
   
     The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund.  Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust.  The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolio and the Master Fund.
    
     The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

     David G. Booth*, (12/2/46), Director, President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.  Chairman
and Director, Dimensional Fund Advisors Ltd.

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Value Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance,  Yale School of Management.  Trustee, The DFA Investment
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional
Emerging Markets Value Fund Inc., Hospital Fund, Inc. (investment management
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting).


                                          5
<PAGE>

     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Public Director, Chicago Mercantile Exchange.

     Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

     Rex A. Sinquefield*#, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.  Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust
Company.  Chairman, Chief Executive Officer and Director, Dimensional Fund
Advisors Ltd.

*Interested Director of the Fund.

OFFICERS

     Each of the officers listed below hold the same office (except as otherwise
noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

     Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

     Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989 to 1996.

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.  41, Vice
President, Santa Monica, CA.


                                          6
<PAGE>

     George Sands, (2/8/56), Vice President, Santa Monica, CA.

     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.

     Jeanne C. Sinquefield,# Ph.D., (10/12/55), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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

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

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1998, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.


                                    AGGREGATE           TOTAL COMPENSATION FROM
                                  COMPENSATION                   FUND
DIRECTOR                            FROM FUND              AND FUND COMPLEX*
- --------                          ------------          -----------------------
George M. Constantinides             $5,000                     $30,000
John P. Gould                        $5,000                     $30,000
Roger G. Ibbotson                    $5,000                     $30,000
Merton H. Miller                     $5,000                     $30,000
Myron S. Scholes                     $5,000                     $30,000

     *The term Fund Complex refers to all registered investment companies for
which the Advisor performs advisory or administration services and for which the
individuals listed above serve as directors.

ADMINISTRATIVE SERVICES

     The Fund has entered into an administration agreement with the Advisor on
behalf of the Portfolio.  Pursuant to the administration agreement, the Advisor
will perform various services, including:  supervision of the services provided
by the Portfolio's custodian and transfer and dividend disbursing agent and
others who provide services to the Fund for the benefit of the Portfolio;
assisting the Fund to comply with the provisions of federal, state, local and
foreign securities, tax and other laws applicable to the Portfolio; providing
shareholders with information about the Portfolio and their investments as they
or the Fund may request; assisting the Fund to conduct meetings of shareholders
of record; furnishing information as the Board of Directors may require
regarding the Master Fund; and any other administrative services for the benefit
of the Portfolio as the Board of Directors may reasonably request.  The Advisor
also provides the Fund with office space and personnel.  The annual fee paid
monthly by the Portfolio to the Advisor for administrative services is .01% of
the average monthly net assets of the Portfolio.  The Advisor has agreed to
waive its fee under the administration agreement for the Portfolio and, to the
extent that such waiver is insufficient, to assume expenses of the Portfolio to
the extent necessary to keep its cumulative annual expenses to not more than
 .75% of the average net assets of the Portfolio on an annualized basis.  The
Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees and assumption of expenses in the future.

     The Fund intends to enter into shareholder service agreements with certain
Shareholder Service Agents on behalf of the Portfolio.  The Shareholder Service
Agents ordinarily will include (i) with respect to participants in a 401(k) plan
that invests in the Portfolio, the person designated to service the employer's
plan and (ii) institutions whose clients, customers or members invest in the
Portfolio.  The service to be provided under the shareholder service agreements
may include any of the following: shareholder recordkeeping; sending statements
to shareholders


                                          7
<PAGE>

reflecting account activities such as purchases, redemptions and dividend
payments; responding to shareholder inquiries regarding their accounts; tax
reporting with respect to dividends, distributions and redemptions; receiving,
aggregating and processing shareholder orders; and providing the Portfolio with
information necessary for the Fund to comply with the state securities laws.
The fee paid by the Portfolio to the Shareholder Services Agent of each employer
plan or institution is an annual rate of .10% of the aggregate daily value of
all shares held in an account maintained by such Shareholder Services Agent,
paid on a monthly basis.

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolio and the Master Fund.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services.  For its
services, the Portfolio pays PFPC a monthly fee of $1,000.

CUSTODIANS
   
     PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the custodian for the Portfolio.  Citibank, N.A., 111 Wall Street, New York, New
York 10005, is the global custodian for the Master Fund.  The custodians
maintain a separate account or accounts for the Portfolio and Master Fund;
receive, hold and release portfolio securities on account of the Portfolio and
Master Fund; make receipts and disbursements of money on behalf of the Portfolio
and Master Fund; and collect and receive income and other payments and
distributions on account of the Portfolio's and Master Fund's portfolio
securities.
    
DISTRIBUTOR

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

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.
Its address is 2600 One Commerce Square, Philadelphia, PA  19103-7098.


                                    ADVISORY FEES
   
     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to the Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund.  For the fiscal years ended
November 30, 1996, 1997 and 1998, the Master Fund paid advisory fees of
$2,124,000, $2,997,000 and $3,466,000, respectively.  The Master Fund has more
than one investor; this dollar amount represents the total dollar amount of
advisory fees paid by the Master Fund to the Advisor.
    

                                 GENERAL INFORMATION

     The Fund was incorporated under Maryland law on March 19, 1990.  The Fund
was known as DFA U.S. Large Cap Inc. from February, 1992, until it amended its
Articles of Incorporation in April, 1993, to change to its present name.  Prior
to a February, 1992, amendment to the Articles of Incorporation, it was known as
DFA U.S. Large Cap Portfolio Inc.  The DFA Investment Trust Company was
organized as a Delaware business trust on October 27, 1992.  The Trust offers
shares of its series only to institutional investors in private offerings.


                                          8
<PAGE>

                                  SHAREHOLDER RIGHTS

     The shares of the Portfolio, when issued and paid for in accordance with
the Fund's prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.

     With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law.  If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the Portfolio whose
shares they own, as well as a proportionate share of Fund assets not
attributable to any particular Portfolio.  Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act, or
other applicable law.  The Fund's by-laws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting.  Such meeting may be called to consider any
matter, including the removal of one or more directors.  Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.

     Whenever the Portfolio, as an investor in its Master Fund, is asked to vote
on a shareholder proposal, the Fund will solicit voting instructions from the
Portfolio's shareholders with respect to the proposal.  The Directors of the
Fund will then vote the Portfolio's shares in the Master Fund in accordance with
the voting instructions received from the Portfolio's shareholders.  The
Directors of the Fund will vote shares of the Portfolio for which they receive
no voting instructions in accordance with their best judgment.

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


                          PRINCIPAL HOLDERS OF SECURITIES
   
     As of February 26, 1999, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio:
    

          BellSouth Corporation                             100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ  07302

          *Owner of record only


                                  PURCHASE OF SHARES

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

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


                                          9
<PAGE>

     The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of the Portfolio or reject purchase orders when, in the
judgment of management, such suspension or rejection is in the best interest of
the Fund or the Portfolio.  Securities accepted in exchange for shares of the
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the Portfolio.


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (3) for such other periods as
the SEC may permit.


                              TAXATION OF THE PORTFOLIO

     The following is a summary of some of the federal income tax consequences
that may affect the Portfolio.  Unless your investment in the Portfolio is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser.

DISTRIBUTION OF NET INCOME

     The Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of a Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders.  Any distributions by the Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     The Portfolio may derive capital gains and losses in connection with sales
or other dispositions of its portfolio securities.  Distributions derived from
the excess of net short-term capital gain over net long-term capital loss will
be taxable to shareholders as ordinary income.  Distributions paid from
long-term capital gains realized by the Portfolio will be taxable to
shareholders as long-term capital gain, regardless of how long the shares of the
Portfolio have been held.  Any net short-term or long-term capital gains
realized by the Portfolio  (net of any capital loss carryovers) generally will
be distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

     The Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code.  As a regulated investment
company, the Portfolio generally pays no federal income tax on the income and
gains it distributes to its shareholders.  The Board reserves the right not to
maintain the qualification of the Portfolio as a regulated investment company,
if it determines such course of action to be beneficial to shareholders.  In
such case, the Portfolio will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains, and distributions to
shareholders will be taxed as ordinary dividend income to the extent of the
Portfolio's available earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Internal Revenue Code requires the Portfolio to distribute at least 98%
of its taxable ordinary income earned during the calendar year and 98% of its
capital gain net income earned during the twelve month period


                                          10
<PAGE>

ending October 31 (in addition to undistributed amounts from the prior year) to
you by December 31 of each year in order to avoid federal excise taxes.  The
Portfolio intends to declare and pay sufficient dividends in December (or
January that are treated by you as received in December) but does not guarantee
and can give no assurances that its distributions will be sufficient to
eliminate all such taxes.

EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS

     Most foreign exchange gains realized on the sale of debt instruments are
treated as ordinary income by the Portfolio.  Similarly, foreign exchange losses
realized by a Portfolio on the sale of debt instruments are generally treated as
ordinary losses by the Portfolio.  These gains when distributed will be taxable
to shareholders as ordinary dividends, and any losses will reduce the
Portfolio's ordinary income otherwise available for distribution to
shareholders.  This treatment could increase or reduce the Portfolio's ordinary
income distributions to shareholders, and may cause some or all of the
Portfolio's previously distributed income to be classified as a return of
capital.

     The Portfolio which invests in foreign securities may be subject to foreign
withholding taxes on income from certain of its foreign securities.  If more
than 50% in value of the total assets of a Portfolio are invested in securities
of foreign corporations, the Portfolio may elect to pass through to its
shareholders their pro rata share of foreign income taxes paid by the Portfolio.
If this election is made, shareholders will be required to include in their
gross income their pro rata share of foreign taxes paid by the Portfolio.
However, shareholders will be entitled to either deduct (as an itemized
deduction in the case of individuals) their share of such foreign taxes in
computing their taxable income or to claim a credit for such taxes against their
U.S. federal income tax, subject to certain limitations under the Internal
Revenue Code.

DIVIDENDS RECEIVED DEDUCTION

     The Portfolio which will receive virtually all its net investment income
from the receipt of interest income or from investments in foreign securities is
not expected to make distributions eligible for the dividends received deduction
for corporations.  The portion of dividends so qualified depends on the
aggregate qualifying dividend income received by the Portfolio from domestic
(U.S.) sources.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss.  If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of the Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption.
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by the Portfolio or Master Fund.
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment.  The rules on exclusion of this income
are different for corporations.

COMPLEX SECURITIES

     The Portfolio or Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules.  These
rules could affect whether gains or losses recognized by the


                                          11
<PAGE>

Portfolio or Master Fund are treated as ordinary income or capital gain,
accelerate the recognition of income to the Portfolio or Master Fund, defer the
Portfolio's or Master Fund's ability to recognize losses, and, in limited cases,
subject the Portfolio or Master Fund to U.S. federal income tax on income from
certain of its foreign investments.  In turn, these rules may affect the amount,
timing or character of the income distributed to a shareholder by the Portfolio
or Master Fund.

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     The Portfolio may be subject to certain special rules since the Master Fund
in which it invests is taxable as a registered investment company ("RIC").  For
example, the Portfolio will not be permitted to passthrough foreign withholding
taxes paid by the Master Fund to the Portfolio's shareholders.  These special
rules may affect the amount, timing or character of the income distributed to
shareholders of the Portfolio.

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolio will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of the
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.


                           CALCULATION OF PERFORMANCE DATA

     The Portfolio and the Master Fund may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis; that is by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated.
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods.  In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines.  Performance
data is based on historical earnings and is not intended to indicate future
performance.  Rates of return expressed on an annual basis will usually not
equal the sum of returns expressed for consecutive interim periods due to the
compounding of the interim yields.  The Fund's annual report to shareholders of
the Portfolio for the fiscal year ended November 30, 1998, contains additional
performance information.  A copy of the annual report is available upon request
and without charge.

     Rates of return expressed as a percentage of U.S. dollars will reflect
applicable currency exchange rates at the beginning and ending dates of the
investment periods presented.  The return expressed in terms of U.S. dollars is
the return one would achieve by investing dollars in the Portfolio at the
beginning of the period and liquidating the investment in dollars at the end of
the period.  Hence, the return expressed as a percentage of U.S. dollars
combines the investment performance of the Portfolio (and the Master Fund) as
well as the performance of the local currency or currencies of the Portfolio.

     Quotations of the annualized percentage total returns for the one-, five-,
and ten-year periods ended November 30, 1998 (as applicable) are set forth in
the prospectus.  Such quotations use the standardized method of calculation
required by the SEC.

     For purposes of calculating the performance of the Portfolio, the
performance of the Master Fund will be utilized for the period prior to when the
Portfolio commenced operations and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, the
Portfolio and Master Fund each determines its average annual total return by
finding the average annual compounded rates of return over the stated time
period that would equate a hypothetical initial purchase order of $1,000 to its
redeemable value (including capital


                                          12
<PAGE>


appreciation/depreciation and dividends and distributions paid and reinvested
less any fees charged to a shareholder account) at the end of the stated time
period.  The calculation assumes that all dividends and distributions are
reinvested at the public offering price on the reinvestment dates during the
period.  The calculation also assumes the account was completely redeemed at the
end of each period and the deduction of all applicable charges and fees.
According to the SEC's formula:

        n
P(1 + T)  = ERV

where:

     P   =     a hypothetical initial payment of $1,000

     T   =     average annual total return

     n   =     number of years

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

     In addition to the standardized method of calculating performance required
by the SEC, the Portfolio and the Master Fund may disseminate other performance
data and may advertise total return calculated on a monthly basis.

     The Portfolio may compare its investment performance to appropriate market
and mutual fund indices and investments for which reliable performance data is
available.  Such indices are generally unmanaged and are prepared by entities
and organizations which track the performance of investment companies or
investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolio may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolio or to
the Advisor, should be considered in light of the Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.


                                 FINANCIAL STATEMENTS
   
     PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.), 2400 Eleven
Penn Center, Philadelphia, PA 19103, are the Fund's independent accountants.
They audit the Fund's financial statements.  The audited financial statements
and financial highlights of the Portfolio for the Fund's fiscal year ended
November 30, 1998, as set forth in the Fund's annual report to shareholders of
the Portfolio, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    
   
     The audited financial statements of the Master Fund for the Trust's fiscal
year ended November 30, 1998, as set forth in the Trust's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    
     A shareholder may obtain a copy of the reports upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this SAI.



                                          13
<PAGE>

                             U.S. 6-10 VALUE PORTFOLIO II


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION

   
                                    March 29, 1999
    

   
     This statement of additional information ("SAI") is not a prospectus but
should be read in conjunction with the prospectus of U.S. 6-10 Value Portfolio
II (the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated
March 29, 1999, as amended from time to time.  The audited financial statements
and financial highlights of the Fund are incorporated by reference from the
Fund's annual report to shareholders.  The prospectus and annual report can be
obtained by writing to the Fund at the above address or by calling the above
telephone number.
    

                                  TABLE OF CONTENTS


PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . . . . 2

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

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

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

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

SERVICES TO THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

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

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

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

TAXATION OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . .11

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . .13

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

<PAGE>

                        PORTFOLIO CHARACTERISTICS AND POLICIES

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, it applies to the U.S. 6-10 Value
Series (the "Master Fund") of The DFA Investment Trust Company (the "Trust") and
the Portfolio through its investment in the Master Fund.  Capitalized terms not
otherwise defined in this SAI have the meaning assigned to them in the
prospectus.

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

     The Portfolio and the Master Fund are diversified under the federal
securities laws and regulations.

     Because the structure of the Master Fund is based on the relative market
capitalizations of eligible holdings, it is possible that the Master Fund might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable.  However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Fund and the anticipated
amount of the Master Fund's assets intended to be invested in such securities,
management does not anticipate that the Master Fund will include as much as 5%
of the voting securities of any issuer.


                                BROKERAGE TRANSACTIONS

   
     During the fiscal years ended November 30, 1998, 1997 and 1996, the Master
Fund paid brokerage commissions of $4,289,226, $4,591,853 and $2,754,009,
respectively.  The substantial increases or decreases in the amount of brokerage
commissions paid by the Master Fund from year to year resulted from increases or
decreases in the amount of securities that were bought and sold by the Master
Fund.Portfolio transactions of the Master Fund will be placed with a view to
receiving the best price and execution.  In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected, and brokers will be
selected with these goals in view.  The Advisor monitors the performance of
brokers which effect transactions for the Master Fund to determine the effect
that their trading has on the market prices of the securities in which it
invests.  The Advisor also checks the rate of commission being paid by the
Master Fund to its brokers to ascertain that they are competitive with those
charged by other brokers for similar services.
    

   
     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Master Fund permits the Advisor knowingly
to pay commissions on these transactions which are greater than another broker,
dealer or exchange member might charge if the Advisor, in good faith, determines
that the commissions paid are reasonable in relation to the research or
brokerage services provided by the broker or dealer when viewed in terms of
either a particular transaction or the Advisor's overall responsibilities to the
accounts under its management.  During fiscal year 1998, the Master Fund paid
commissions for securities transactions to brokers which provided market price
monitoring services, market studies and research services to the Master Fund of
$983,614 with respect to securities transactions valued at $328,395,637.
Research services furnished by brokers through whom securities transactions are
effected may be used by the Advisor in servicing all of its accounts and not all
such services may be used by the Advisor with respect to the Master Fund.
    

     The over-the-counter companies eligible for purchase by the Master Fund are
thinly traded securities.  Therefore, the Advisor believes it needs maximum
flexibility to effect over-the-counter trades on a best execution basis.  To
that end, the Advisor places buy and sell orders with market makers, third
market brokers, Instinet and

                                          2
<PAGE>

with dealers on an agency basis when the Advisor determines that the securities
may not be available from other sources at a more favorable price.  Third market
brokers enable the Advisor to trade with other institutional holders directly on
a net basis.  This allows the Advisor sometimes to trade larger blocks than
would be possible by going through a single market maker.

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

     The Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the Master Fund, except if the
Portfolio receives securities from the Master Fund to satisfy the Portfolio's
redemption request.


                                INVESTMENT LIMITATIONS

     The Portfolio has adopted certain limitations which may not be changed
without the approval of the holders of a majority of the outstanding voting
securities of the Portfolio.  A "majority" is defined as the lesser of:  (1) at
least 67% of the voting securities of the Portfolio (to be effected by the
proposed change) present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of such
Portfolio.  The investment limitations of the Master Fund are the same as those
of the Portfolio.

     The Portfolio will not:

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

     (2) make loans of cash, except through the acquisition of repurchase
agreements and obligations customarily purchased by institutional investors;

     (3) as to 75% of its total assets, invest in the securities of any issuer
(except obligations of the U.S. Government and its agencies and
instrumentalities) if, as a result, more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer;

     (4) purchase or retain securities of an issuer, if those officers and
directors of the Fund or the Advisor owning more than 1/2 of 1% of such
securities together own more than 5% of such securities;

     (5) borrow, except from banks as a temporary measure for extraordinary or
emergency purposes and then, in no event, in excess of 33% of its net assets, or
pledge not more than 33% of such assets to secure such loans;

     (6) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value, except as described in (5)
above;

     (7) invest more than 15% of the value of the Portfolio's total assets in
illiquid securities, which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments;


                                          3
<PAGE>

     (8) engage in the business of underwriting securities issued by others;

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

     (10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization;

     (11) invest more than 5% of its total assets in securities of companies
which have (with predecessors) a record of less than three years' continuous
operation;

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

     (13) write or acquire options or interests in oil, gas or other mineral
exploration, leases or development programs;

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

     (15) purchase securities on margin or sell short;

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

     (17) issue senior securities (as such term is defined in Section 18(f) of
the Investment Company Act of 1940 ("1940 Act")), except to the extent permitted
by the 1940 Act.

     The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit the Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Fund.

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

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

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

     Although the Master Fund has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.

     Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Portfolio or Master Fund owns, and does not
include assets which the Portfolio or Master Fund does not own but over which it
has effective control.  For example, when applying a percentage investment
limitation that is based on total assets, the Portfolio or Master Fund will
exclude


                                          4
<PAGE>

from its total assets those assets which represent collateral received by the
Portfolio or Master Fund for its securities lending transactions.

     Unless otherwise indicated, all limitations applicable to the Portfolio's
and Master Fund's investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of the Portfolio's or
Master Fund's assets invested in certain securities or other instruments
resulting from market fluctuations or other changes in the Portfolio's or Master
Fund's total assets will not require the Portfolio or Master Fund to dispose of
an investment until the Advisor determines that it is practicable to sell or
close out the position without undue market or tax consequences.


                                  FUTURES CONTRACTS

     The Master Fund is authorized to enter into futures contracts and options
on futures contracts for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions.  Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price.  Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges.  The Master Fund will be
required to make a margin deposit in cash or government securities with a broker
or custodian to initiate and maintain positions in futures contracts.  Minimal
initial margin requirements are established by the futures exchange and brokers
may establish margin requirements which are higher than the exchange
requirements.  After a futures contract position is opened, the value of the
contract is marked to market daily.  If the futures contract price changes, to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required.  Conversely,
reduction in the contract value may reduce the required margin resulting in a
repayment of excess margin to the Master Fund.  Variation margin payments are
made to and from the futures broker for as long as the contract remains open.
The Master Fund expects to earn income on its margin deposits.  To the extent
that the Master Fund invests in futures contracts and options thereon for other
than bona fide hedging purposes, the Master Fund will not enter into such
transactions if, immediately thereafter, the sum of the amount of initial margin
deposits and premiums paid for open futures options would exceed 5% of the
Master Fund's net assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%.  Pursuant to
published positions of the Securities and Exchange Commission (the "SEC"), the
Portfolio or Master Fund may be required to maintain segregated accounts
consisting of liquid assets such as cash, U.S. government securities, or other
high grade debt obligations (or, as permitted under applicable regulation, enter
into offsetting positions) in connection with its futures contract transactions
in order to cover its obligations with respect to such contracts.

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Master Fund would continue to be
required to make variation margin deposits.  In such circumstances, if the
Master Fund has insufficient cash, it might have to sell portfolio securities to
meet daily margin requirements at a time when it might be disadvantageous to do
so.  Management intends to minimize the possibility that it will be unable to
close out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.


                              CASH MANAGEMENT PRACTICES

     The Portfolio and Master Fund engage in cash management practices in order
to earn income on uncommitted cash balances.  Generally, cash is uncommitted
pending investment in other obligations, payment of redemptions or in other
circumstances where the Advisor believes liquidity is necessary or desirable.
The Portfolio


                                          5
<PAGE>

and Master Fund may invest cash in short-term repurchase agreements.  In
addition, the Master Fund may invest a portion of its assets, ordinarily not
more than 20%, in high quality, highly liquid fixed income securities.  The 20%
guideline is not an absolute limitation but the Portfolio and Master Fund do not
expect to exceed this guideline under normal circumstances.

     The Master Fund may invest in futures contracts and options on futures
contracts.  To the extent that the Master Fund or Portfolio invests in futures
contracts and options thereon for other than bona fide hedging purposes, no
Master Fund or Portfolio will enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits and premiums paid
for open futures options would exceed 5% of its net assets, after taking into
account unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.


   
                                DIRECTORS AND OFFICERS
    

     The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund.  Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust.  The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolio and the Master Fund.

     The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

     David G. Booth*, Director, (12/2/46), President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.  Chairman
and Director, Dimensional Fund Advisors Ltd.

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Value Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional
Emerging Markets Value Fund Inc., Hospital Fund, Inc. (investment management
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting).


                                          6
<PAGE>

     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Public Director, Chicago Mercantile Exchange.

     Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

     Rex A. Sinquefield#*, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.  Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust
Company.  Chairman, Chief Executive Officer and Director, Dimensional Fund
Advisors Ltd.

*Interested Director of the Fund.


OFFICERS

     Each of the officers listed below hold the same office (except as otherwise
noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

     Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

     Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989 to 1996.


                                          7
<PAGE>

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.

     George Sands, (2/8/56), Vice President, Santa Monica, CA.

     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.

     Jeanne C. Sinquefield, Ph.D.#, (12/2/46), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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

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

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1998, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

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

*The term Fund Complex refers to all registered investment companies for which
the Advisor performs advisory or administrative services and for which the
individuals listed above serve as directors.


                                 SERVICES TO THE FUND

ADMINISTRATIVE SERVICES

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


                                          8
<PAGE>

Advisor retains the right in its sole discretion to modify or eliminate the
waiver of a portion of its fees and assumption of expenses in the future.

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809,  serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolio and the Master Fund.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services.  For its
services, the Portfolio pays PFPC a monthly fee of $1,000.

SHAREHOLDER SERVICES

     The Fund intends to enter into shareholder service agreements with certain
Shareholder Services Agents on behalf of the Portfolio.  The Shareholder
Services Agents ordinarily will include (i) with respect to participants in a
401(k) plan that invests in the Portfolio, the person designated to service the
employer's plan, and (ii) institutions whose clients, customers or members
invest in the Portfolio.  The services to be provided under the shareholder
service agreements may include any of the following:  shareholder recordkeeping;
sending statements to shareholders reflecting account activities such as
purchases, redemptions and dividend payments; responding to shareholder
inquiries regarding their accounts; tax reporting with respect to dividends,
distributions and redemptions; receiving, aggregating and processing shareholder
orders; and providing the Portfolio with information necessary for the Fund to
comply with state securities laws.  The fee paid by the Portfolio to the
Shareholder Services Agent of each employer plan or institution is an annual
rate of .10% of the aggregate daily value of all shares held in an account
maintained by such Shareholder Services Agent, paid on a monthly basis.

CUSTODIAN

   
     PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the custodian for the Portfolio and the Master Fund.  The custodian maintains a
separate account or accounts for the Portfolio and Master Fund; receives, holds
and releases portfolio securities on account of the Portfolio and Master Fund;
makes receipts and disbursements of money on behalf of the Portfolio and Master
Fund; and collects and receives income and other payments and distributions on
account of the Portfolio's and Master Fund's portfolio securities.
    

DISTRIBUTOR

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

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.
Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.


                                    ADVISORY FEES

     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to the Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund.  For the fiscal years ended
November 30, 1996, 1997, and 1998, the Master Fund paid advisory fees of
$1,933,000, $3,534,000 and $4,743,000, respectively.  The Master Fund has more
than one investor; this dollar amount represents the total dollar amount of
advisory fees paid by the Master Fund to the Advisor.


                                          9
<PAGE>

                                GENERAL INFORMATION

     The Fund was incorporated under Maryland law on March 19, 1990.  The Fund
was known as DFA U.S. Large Cap Inc. from February, 1992, until it amended its
Articles of Incorporation in April, 1993, to change to its present name.  Prior
to a February, 1992, amendment to the Articles of Incorporation, it was known as
DFA U.S. Large Cap Portfolio Inc.  The DFA Investment Trust Company was
organized as a Delaware business trust on October 27, 1992.  The Trust offers
shares of its series only to institutional investors in private offerings.


                                  SHAREHOLDER RIGHTS

     The shares of the Portfolio, when issued and paid for in accordance with
the Portfolio's prospectus, will be fully paid and non-assessable shares, with
equal, non-cumulative voting rights and no preferences as to conversion,
exchange, dividends, redemptions or any other feature.

     With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law.  If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Portfolio
whose shares they own, as well as a proportionate share of Fund assets not
attributable to any particular Portfolio.  Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law.  The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting.  Such meeting may be called to consider any
matter, including the removal of one or more directors.  Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.

     Whenever the Portfolio, as an investor in the Master Fund, is asked to vote
on a shareholder proposal, the Fund will solicit voting instructions from the
Portfolio's shareholders with respect to the proposal.   The Directors of the
Fund will then vote the Portfolio's shares in the Master Fund in accordance with
the voting instructions received from the Portfolio's shareholders.  The
Directors of the Fund will vote shares of the Portfolio for which they receive
no voting instructions in accordance with their best judgment.

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


                           PRINCIPAL HOLDERS OF SECURITIES

   
     As of February 26, 1999, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:
    

     BellSouth Corporation    100%
     Bankers Trust Company as Trustee*
     34 Exchange Place
     Jersey City, NJ  07302

     * Owner of record only


                                          10
<PAGE>


                                  PURCHASE OF SHARES

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

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

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


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC, (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (3) for such other periods as
the SEC may permit.


                              TAXATION OF THE PORTFOLIO

     The following is a summary of some of the federal income tax consequences
that may affect the Portfolio.  Unless your investment in a Portfolio is through
a retirement plan, you should consider the tax implications of investing and
consult your own tax adviser.

DISTRIBUTION OF NET INCOME

     The Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of the Portfolio, constitute its net investment income from which
dividends may be paid to its shareholders.  Any distributions by the Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     The Portfolio may derive capital gains and losses in connection with sales
or other dispositions of its portfolio securities.  Distributions derived from
the excess of net short-term capital gain over net long-term capital loss will
be taxable to shareholders as ordinary income.  Distributions paid from
long-term capital gains realized by the Portfolio will be taxable to
shareholders as long-term capital gain, regardless of how long the shares of the
Portfolio have been held.  Any net short-term or long-term capital gains
realized by the Portfolio  (net of any capital loss carryovers) generally will
be distributed once each year, and may be distributed more frequently, if
necessary, in order to reduce or eliminate federal excise or income taxes on the
Portfolio.


                                          11
<PAGE>

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

     The Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code.  As a regulated investment
company, the Portfolio generally pays no federal income tax on the income and
gains it distributes to its shareholders.  The Board reserves the right not to
maintain the qualification of the Portfolio as a regulated investment company,
if it determines such course of action to be beneficial to shareholders.  In
such case, the Portfolio will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains, and distributions to
shareholders will be taxed as ordinary dividend income to the extent of the
Portfolio's available earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Internal Revenue Code requires the Portfolio to distribute at least 98%
of its taxable ordinary income earned during the calendar year and 98% of its
capital gain net income earned during the twelve month period ending October 31
(in addition to undistributed amounts from the prior year) to you by December 31
of each year in order to avoid federal excise taxes.  The Portfolio intends to
declare and pay sufficient dividends in December (or January that are treated by
you as received in December) but does not guarantee and can give no assurances
that its distributions will be sufficient to eliminate all such taxes.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss.  If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption.
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by a Portfolio or Master Fund.
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment.  The rules on exclusion of this income
are different for corporations.

COMPLEX SECURITIES

     The Portfolio or Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules.  These
rules could affect whether gains or losses recognized by the Portfolio or Master
Fund are treated as ordinary income or capital gain, accelerate the recognition
of income to the Portfolio or Master Fund, defer the Portfolio's or the Master
Fund's ability to recognize losses, and, in limited cases, subject the Portfolio
or Master Fund to U.S. federal income tax on income from certain of its foreign
investments.  In turn, these rules may affect the amount, timing or character of
the income distributed to a shareholder by the Portfolio or Master Fund.

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     The Portfolio may be subject to certain special rules since the Master Fund
in which the Portfolio invests is taxable as a registered investment company
("RIC").  For example, the Portfolio will not be permitted to


                                          12
<PAGE>

passthrough foreign withholding taxes paid by the Master Fund to the Portfolio's
shareholders.  These special rules may affect the amount, timing or character of
the income distributed to shareholders of the Portfolio.

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolio will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of the
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.


                           CALCULATION OF PERFORMANCE DATA

     The Portfolio and the Master Fund may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis; that is by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated.
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods.  In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines.  Performance
data is based on historical earnings and is not intended to indicate future
performance.  Rates of return expressed on an annual basis will usually not
equal the sum of returns expressed for consecutive interim periods due to the
compounding of the interim yields.  The Fund's annual report to shareholders of
the Portfolio for the fiscal year ended November 30, 1998, contains additional
performance information.  A copy of the annual report is available upon request
and without charge.

     Quotations of the annualized percentage total returns for the one-, five-,
and ten-year periods ended November 30, 1998 (as applicable) are set forth in
the prospectus.  Such quotations use the standardized method of calculation
required by the SEC.

     For the purposes of calculating the performance of the Portfolio, the
performance of the Master Fund will be utilized for the period prior to when the
Portfolio commenced operations, and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, the
Portfolio and Master Fund each determines its average annual total return by
finding the average annual compounded rates of return over the stated time
period that would equate a hypothetical initial purchase order of $1,000 to its
redeemable value (including capital appreciation/depreciation and dividends and
distributions paid and reinvested less any fees charged to a shareholder
account) at the end of the stated time period.  The calculation assumes that all
dividends and distributions are reinvested at the public offering price on the
reinvestment dates during the period.  The calculation also assumes the account
was completely redeemed at the end of each period and the deduction of all
applicable charges and fees.  According to the SEC's formula:


                                          13
<PAGE>

        n
P(1 + T)   = ERV

where:

     P   = a hypothetical initial payment of $1,000

     T   = average annual total return

     n   = number of years

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

     In addition to the standardized method of calculating performance required
by the SEC, the Portfolio and Master Fund may disseminate other performance data
and may advertise total return calculated on a monthly basis.

     The Portfolio may compare its investment performance to appropriate market
and mutual fund indices and investments for which reliable performance data is
available.  Such indices are generally unmanaged and are prepared by entities
and organizations which track the performance of investment companies or
investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolio may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolio or to
the Advisor, should be considered in light of the Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.


                                 FINANCIAL STATEMENTS

   
     PricewaterhouseCoopers LLP (formerly Coopers & Lybrand, L.L.P.), 2400
Eleven Penn Center, Philadelphia, PA 19103, are the Fund's independent
accountants.  They audit the Fund's financial statements.  The audited financial
statements and financial highlights of the Portfolio for the Fund's fiscal year
ended November 30, 1998, as set forth in the Fund's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    

   
     The audited financial statements of the Master Fund for the Trust's fiscal
year ended November 30, 1998, as set forth in the Trust's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    

     A shareholder may obtain a copy of the reports upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this SAI.


                                          14
<PAGE>

                         U.S. LARGE CAP VALUE PORTFOLIO III
                   TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
                       DFA INTERNATIONAL VALUE PORTFOLIO III


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 29, 1999
    
   
     This statement of additional information ("SAI") is not a prospectus but
should be read in conjunction with the prospectus of DFA International Value
Portfolio III, U.S. Large Cap Value Portfolio III and Tax-Managed U.S.
Marketwide Value Portfolio II (individually, a "Portfolio" and collectively, the
"Portfolios") of Dimensional Investment Group Inc. (the "Fund"), dated March 29,
1999, as amended from time to time.
    

     The audited financial statements and financial highlights of the Fund are
incorporated by reference from the Fund's annual report to shareholders.  The
prospectus and annual report can be obtained by writing to the Fund at the above
address or by calling the above telephone number.

   
                                  TABLE OF CONTENTS

PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . . . ..2

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

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

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

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . ..6

CONVERTIBLE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . ..7

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

SERVICES TO THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..9

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

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

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

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

TAXATION OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . .12

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . .14

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
    
<PAGE>

                        PORTFOLIO CHARACTERISTICS AND POLICIES

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, it applies to the DFA International
Value Series (the "International Value Series"), the DFA U.S. Large Cap Value
Series (the "Large Cap Value Series") and the Tax-Managed U.S. Marketwide Value
Series (the "Tax-Managed Series") (collectively, the "Master Funds") of The DFA
Investment Trust Company (the "Trust") and the Portfolios through their
investment in the Master Funds.  Capitalized terms not otherwise defined in this
SAI have the meaning assigned to them in the prospectus.

     Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each Master Fund and provides administrative services to the Portfolios.

     Each of the Portfolios and the Master Funds are diversified under the
federal securities laws and regulations.  

     Because the structures of the Master Funds are based on the relative 
market capitalizations of eligible holdings, it is possible that a Master 
Fund might include at least 5% of the outstanding voting securities of one or 
more issuers. In such circumstances, the Master Fund and the issuer would be 
deemed affiliated persons and certain requirements under the federal 
securities laws and regulations regulating dealings between mutual funds and 
their affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Master Funds and the anticipated amount of the assets intended to be invested 
in such securities, management does not anticipate that a Master Fund will 
include as much as 5% of the voting securities of any issuer.


                                BROKERAGE TRANSACTIONS

     The following table depicts brokerage commissions paid by the Master Funds.

                                BROKERAGE COMMISSIONS
                 FISCAL YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996
   
<TABLE>
<CAPTION>
                                       1998          1997             1996
<S>                                  <C>           <C>             <C>
International Value Series           $763,022      $1,133,787      $1,251,242
Large Cap Value Series               1,116,421       929,005         934,452
</TABLE>
    

     The substantial increases or decreases in the amount of brokerage
commissions paid by the International Value Series from year to year resulted
from increases or decreases in the amount of securities that were bought and
sold by the International Value Series.  The Tax-Managed Series had not begun
operating before the date of this SAI.

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

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of each Master Fund permits the Advisor
knowingly to pay commissions on these transactions which are greater than
another broker, dealer or exchange member might charge if the Advisor, in good
faith, determines that the commissions paid are reasonable in relation to the
research or


                                          2
<PAGE>

brokerage services provided by the broker or dealer when viewed in terms of
either a particular transaction or the Advisor's overall responsibilities to
assets under its management.  Research services furnished by brokers through
whom securities transactions are effected may be used by the Advisor in
servicing all of its accounts and not all such services may be used by the
Advisor with respect to the Master Funds.
   
     During fiscal year 1998, the Master Funds paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Master Funds as follows:
    
   
<TABLE>
<CAPTION>
                                               VALUE OF             BROKERAGE
                                       SECURITIES TRANSACTIONS     COMMISSIONS
                                       -----------------------     -----------
<S>                                    <C>                         <C>
International Value Series                  $  2,427,926             $15,569
Large Cap Value Series                      $ 71,611,201              65,046
                                            ------------             -------
</TABLE>
    
     The over-the-counter market companies eligible for purchase by the Large
Cap Value Series and the Tax-Managed Series are thinly traded securities. 
Therefore, the Advisor believes it needs maximum flexibility to effect
over-the-counter trades on a best execution basis.  To that end, the Advisor
places buy and sell orders with market makers, third market brokers, Instinet
and with dealers on an agency basis when the Advisor determines that the
securities may not be available from other sources at a more favorable price.
Third market brokers enable the Advisor to trade with other institutional
holders directly on a net basis.  This allows the Advisor sometimes to trade
larger blocks than would be possible by going through a single market maker.

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

     The Portfolios will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of its Master Fund, except if a
Portfolio receives securities or currencies from the Master Fund to satisfy the
Portfolio's redemption request.


                                INVESTMENT LIMITATIONS

     Each of the Portfolios has adopted certain limitations which may not be
changed with respect to any Portfolio without the approval of the holders of a
majority of the outstanding voting securities of the Portfolio.  A "majority" is
defined as the lesser of:  (1) at least 67% of the voting securities of the
Portfolio (to be effected by the proposed change) present at a meeting, if the
holders of more than 50% of the outstanding voting securities of the Portfolio
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Portfolio.  The investment limitations of each Master
Fund are the same as those of the corresponding Portfolio.

     The Portfolios will not:

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

     (2)  make loans of cash, except through the acquisition of repurchase
agreements and obligations customarily purchased by institutional investors;


                                          3
<PAGE>

     (3)  as to 75% of the total assets of a Portfolio, invest in the securities
of any issuer (except obligations of the U.S. Government and its agencies and
instrumentalities) if, as a result of more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer;

     (4)  purchase or retain securities of an issuer, if those officers and
directors of the Fund or the Advisor owning more than 1/2 of 1% of such
securities together own more than 5% of such securities; provided that the
Tax-Managed U.S. Marketwide Value Portfolio II is not subject to this
limitation;

     (5)  borrow, except from banks as a temporary measure for extraordinary or
emergency purposes and, then, in no event, in excess of 33% of its net assets,
or pledge more than 33% of such assets to secure such loans;

     (6)  pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value, except as described
in (5) above; provided that the Tax-Managed U.S. Marketwide Value Portfolio II
is not subject to this limitation;

     (7)  invest more than 15% of the value of the Portfolio's total assets in
illiquid securities, which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments; provided that the Tax-Managed U.S. Marketwide Value Portfolio II is
not subject to this limitation;

     (8)  engage in the business of underwriting securities issued by others;

     (9)  invest for the purpose of exercising control over management of any
company; provided that the Tax-Managed U.S. Marketwide Value Portfolio II is not
subject to this limitation;

     (10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization; provided that the Tax-Managed Marketwide Value Portfolio II may
invest its assets in securities of investment companies and units of such
companies such as, but not limited to, S&P Depository Receipts;

     (11) invest more than 5% of its total assets in securities of companies
which have (with predecessors) a record of less than three years' continuous
operation; provided that the Tax-Managed U.S. Marketwide Value Portfolio II is
not subject to this limitation;

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

     (13) write or acquire options (except as described in (1) above) or
interests in oil, gas or other mineral exploration, leases or development
programs; provided that the Tax-Managed U.S. Marketwide Value Portfolio II may
write or acquire options;

     (14) purchase warrants, except that the Portfolios may acquire warrants as
a result of corporate actions involving their holdings of equity securities;
provided that the Tax-Managed U.S. Marketwide Value Portfolio II is not subject
to this limitation;

     (15) purchase securities on margin or sell short; provided that the
Tax-Managed U.S. Marketwide Value Portfolio II is not subject to the limitation
on selling securities short;

     (16) acquire more than 10% of the voting securities of any issuer; provided
that this limitation applies only to 75% of the assets of the U.S. Large Cap
Value Portfolio III and the Tax-Managed U.S. Marketwide Value Portfolio II; or

     (17) issue senior securities (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent permitted by the 1940 Act.


                                          4
<PAGE>

     The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit each Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Funds.

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

     Although (2) above prohibits cash loans, the Portfolios are authorized to
lend portfolio securities.  Inasmuch as the Portfolios will only hold shares of
a corresponding Master Fund, the Portfolios do not intend to lend those shares.

     Although not a fundamental policy subject to shareholder approval, the
Tax-Managed U.S. Marketwide Value Portfolio II, indirectly through its
investment in its corresponding Master Fund, does not intend to invest more than
15% of its net assets in illiquid securities

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

     The International Value Series may acquire and sell forward foreign
currency exchange contracts in order to hedge against changes in the level of
future currency rates.  Such contracts involve an obligation to purchase or sell
a specific currency at a future date at a price set in the contract.  While the
Master Funds have retained authority to buy and sell financial futures contracts
and options thereon, they have no present intention to do so.

     Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Master Fund owns, and does not include assets
which the Master Fund does not own but over which it has effective control.  For
example, when applying a percentage investment limitation that is based on total
assets, the Master Fund will exclude from its total assets those assets which
represent collateral received by the Master Fund for its securities lending
transactions.

     Unless otherwise indicated, all limitations applicable to the Portfolios'
and Master Funds' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of a Portfolio's or Master
Funds' assets invested in certain securities or other instruments resulting from
market fluctuations or other changes in a Portfolio's or Master Funds' total
assets will not require a Portfolio or Master Fund to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
investment without undue market or tax consequences.  With respect to illiquid
securities, if a fluctuation in value causes a Portfolio or Master Fund to go
above its limitations on investments in illiquid securities, the Board of
Directors will consider what action, if any, should be taken to reduce the
percentage to the applicable limitation.  


                                  FUTURES CONTRACTS

     The Master Funds each may enter into futures contracts and options on
futures contracts for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions.  Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price.  Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges.  A Master Fund will be
required to make a margin deposit in cash or government securities with a broker
or custodian to initiate and maintain positions in futures contracts.  Minimal
initial margin requirements are established by the futures exchange and brokers
may establish margin requirements which are higher than the exchange
requirements.  After a futures contract position is opened, the


                                          5
<PAGE>

value of the contract is marked to market daily.  If the futures contract price
changes, to the extent that the margin on deposit does not satisfy margin
requirements, payment of additional "variation" margin will be required. 
Conversely, reduction in the contract value may reduce the required margin
resulting in a repayment of excess margin to a Master Fund.  Variation margin
payments are made to and from the futures broker for as long as the contract
remains open.  The Master Funds expect to earn income on their margin deposits. 
To the extent that a Master Fund invests in futures contracts and options
thereon for other than bona fide hedging purposes, no Master Fund will enter
into such transactions if, immediately thereafter, the sum of the amount of
initial margin deposits and premiums paid for open futures options would exceed
5% of the Master Fund's net assets, after taking into account unrealized profits
and unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%.  Pursuant to
published positions of the Securities and Exchange Commission (the "SEC"), the
Master Funds may be required to maintain segregated accounts consisting of
liquid assets, such as cash, or liquid securities (or, as permitted under
applicable regulation, enter into offsetting positions) in connection with their
futures contract transactions in order to cover their obligations with respect
to such contracts. 

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a Master Fund would continue to be
required to make variation margin deposits.  In such circumstances, if a Master
Fund has insufficient cash, it might have to sell portfolio securities to meet
daily margin requirements at a time when it might be disadvantageous to do so. 
Management intends to minimize the possibility that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.


                              CASH MANAGEMENT PRACTICES

     The Portfolios and Master Funds engage in cash management practices in
order to earn income on uncommitted cash balances.  Generally, cash is
uncommitted pending investment in other obligations, payment of redemptions or
in other circumstances where the Advisor believes liquidity is necessary or
desirable.  All the Portfolios and Master Funds may invest cash in short-term
repurchase agreements.  In addition, the following cash investments are
permissible:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                                 Percentage
    Portfolios and Series       Permissible Cash Investment      Guidelines*
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<S>                            <C>                               <C>
U.S. Value Series              High  quality,  highly liquid         20%
                               fixed  income securities such
                               as  money market instruments;
                               index  futures  contracts and
                               options thereon**
- --------------------------------------------------------------------------------

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

International Value Series     Fixed income obligations such         20%
                               as  money market instruments;
                               index  futures  contracts and
                               options thereon**
- --------------------------------------------------------------------------------
</TABLE>

     *The percentage guidelines set forth above are not absolute limitations but
the Portfolios and Master Fund do not expect to exceed these guidelines under
normal circumstances.

     **To the extent that such Master Funds or Portfolios invest in futures
contracts and options thereon for other than bona fide hedging purposes, no
Master Fund or Portfolio will enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits and premiums paid
for open futures options would exceed 5% of its total assets, after taking into
account unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.


                                          6
<PAGE>

                                CONVERTIBLE DEBENTURES

     The International Value Series may invest up to 5% of its assets in
convertible debentures issued by non-U.S. companies located in countries where
it is permitted to invest.  Convertible debentures include corporate bonds and
notes that may be converted into or exchanged for common stock.  These
securities are generally convertible either at a stated price or a stated rate
(that is, for a specific number of shares of common stock or other security). 
As with other fixed income securities, the price of a convertible debenture to
some extent varies inversely with interest rates.  While providing a
fixed-income stream (generally higher in yield than the income derived from a
common stock but lower than that afforded by a non-convertible debenture), a
convertible debenture also affords the investor an opportunity, through its
conversion feature, to participate in the capital appreciation of the common
stock into which it is convertible.  As the market price of the underlying
common stock declines, convertible debentures tend to trade increasingly on a
yield basis and so may not experience market value declines to the same extent
as the underlying common stock.  When the market price of the underlying common
stock increases, the price of a convertible debenture tends to rise as a
reflection of the value of the underlying common stock.  To obtain such a higher
yield, the International Value Series may be required to pay for a convertible
debenture an amount in excess of the value of the underlying common stock. 
Common stock acquired by the International Value Series upon conversion of a
convertible debenture will generally be held for as long as the Advisor
anticipates such stock will provide the International Value Series with
opportunities which are consistent with its investment objective and policies.

   
                                DIRECTORS AND OFFICERS
    
     The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund.  Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust.  The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolios and the Master Funds.

     The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

     David G. Booth*, (12/2/46), Director, President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.  Chairman
and Director, Dimensional Fund Advisors Ltd.

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Value Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional
Emerging Markets Value Fund Inc., Hospital Fund, Inc. (investment management
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman,
Ibbotson Associates, Inc., Chicago, IL (software, data, publishing and
consulting).


                                          7
<PAGE>

     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Public Director, Chicago Mercantile Exchange.

     Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

     Rex A. Sinquefield*#, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.  Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust
Company.  Chairman, Chief Executive Officer and Director, Dimensional Fund
Advisors Ltd.

*Interested Director of the Fund.

Officers

     Each of the officers listed below hold the same office (except as otherwise
noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

     Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

     Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.  

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA. 
Associate, Morrison & Foerster, LLP from 1989 to 1996.

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.  


                                          8
<PAGE>

     George Sands, (2/8/56), Vice President, Santa Monica, CA.

     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.

     Jeanne C. Sinquefield#, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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

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

   
     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1998, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    
<TABLE>
<CAPTION>
                                    AGGREGATE          TOTAL COMPENSATION FROM
                                  COMPENSATION                  FUND
DIRECTOR                            FROM FUND             AND FUND COMPLEX*
- ------------------------          ------------         -----------------------
<S>                               <C>                  <C>
George M. Constantinides             $5,000                    $30,000
John P. Gould                        $5,000                    $30,000
Roger G. Ibbotson                    $5,000                    $30,000
Merton H. Miller                     $5,000                    $30,000
Myron S. Scholes                     $5,000                    $30,000
</TABLE>

*    The term Fund Complex refers to all registered investment companies for
     which the Advisor performs advisory or administrative services and for
     which the individuals listed above serve as directors.

                                 SERVICES TO THE FUND

ADMINISTRATIVE SERVICES

     The Fund has entered into an administration agreement with the Advisor on
behalf of each Portfolio.  Pursuant to the administration agreement, the Advisor
will perform various services, including:  supervision of the services provided
by the Portfolio's custodian and transfer and dividend disbursing agent and
others who provide services to the Fund for the benefit of the Portfolio;
assisting the Fund to comply with the provisions of federal, state, local and
foreign securities, tax and other laws applicable to the Portfolio; providing
shareholders of record with information about the Portfolio and their
investments as they or the Fund may request; assisting the Fund to conduct
meetings of shareholders; furnishing information as the Board of Directors may
require regarding the Master Funds; and any other administrative services for
the benefit of the Portfolio as the Board of Directors may reasonably request. 
The Advisor also provides the Fund with office space and personnel.  For its
administrative services, the Portfolios each pay the Advisor a monthly fee equal
to one-twelfth of 0.01% of their respective average net assets, except for the
Tax-Managed U.S. Marketwide Value Portfolio II, which pays no fee.

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolios and the Master Funds.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the net asset value of the shares, preparation of reports, liaison with the
custodians, and transfer and dividend disbursing agency services.  PFPC's
charges for its services to each Portfolio are based on the number of feeder
portfolios investing in the corresponding Master Fund and whether the Master
Fund is organized to be taxed as a corporation or partnership.  PFPC's charges
are allocated among the


                                          9
<PAGE>

feeder portfolios investing in the Master Fund based on their relative net
assets.  PFPC charges a group of feeder portfolios investing in a Master Fund
which is taxed as a corporation $1,000 per month multiplied by the number of
feeder portfolios.  This applies to the DFA International Value Portfolio III
and the U.S. Large Cap Value Portfolio III.  The Tax-Managed U.S. Marketwide
Value Portfolio II's corresponding Master Fund is taxed as a partnership, and it
will pay PFPC a monthly fee of $2,600.

CUSTODIANS
   
     PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809, serves as
the custodian for the Portfolios and Master Funds.  Citibank, N.A., 111 Wall
Street, New York, New York 10005, is the global custodian for the International
Value Series.  The custodians maintain a separate account or accounts for the
Portfolios and the Master Funds; receive, hold and release portfolio securities
on account of the Portfolios and the Master Funds; make receipts and
disbursements of money on behalf of the Portfolios and the Master Funds; and
collect and receive income and other payments and distributions on account of
the Portfolios' and the Master Funds' portfolio securities.
    
DISTRIBUTOR

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

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund. 
Its address is 2600 One Commerce Square, Philadelphia, PA  19103-7098.


                                    ADVISORY FEES
   
     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to each Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Fund.  For the fiscal years ended
November 30, 1998, 1997 and 1996, the Master Funds paid advisory fees as set
forth in the following table (the Tax-Managed Series had not begun operating as
of November 30, 1998):
    
   
<TABLE>
<CAPTION>
                                      1998            1997            1996
<S>                                <C>             <C>             <C>
International Value Series*        $3,466,000      $2,997,000      $2,124,000
Large Cap Value Series*            $1,667,000      $1,255,000       $699,000
</TABLE>
    
*    Each of these Master Funds have more than one investor; this dollar amount
     represents the total dollar amount of advisory fees paid by the Master Fund
     to the Advisor.


                                 GENERAL INFORMATION

     The Fund was incorporated under Maryland law on March 19, 1990.  The Fund
was known as DFA U.S. Large Cap Inc. from February, 1992, until it amended its
Articles of Incorporation in April 1993, to change to its present name.  Prior
to a February 1992, amendment to the Articles of Incorporation, it was known as
DFA U.S. Large Cap Portfolio Inc.  The DFA Investment Trust Company was
organized as a Delaware business trust on October 27, 1992.  The Trust offers
shares of its series only to institutional investors in private offerings.


                                          10
<PAGE>

                                  SHAREHOLDER RIGHTS

     The shares of each Portfolio, when issued and paid for in accordance with
the Fund's prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.  

     With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law.  If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Portfolio
whose shares they own, as well as a proportionate share of Fund assets not
attributable to any particular Portfolio.  Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law.  The Fund's by-laws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting.  Such meeting may be called to consider any
matter, including the removal of one or more directors.  Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited. 

     Whenever a Portfolio, as an investor in its corresponding Master Fund, is
asked to vote on a shareholder proposal, the Fund will solicit voting
instructions from the Portfolio's shareholders with respect to the proposal. 
The Directors of the Fund will then vote the Portfolio's shares in the Master
Fund in accordance with the voting instructions received from the Portfolio's
shareholders.  The Directors of the Fund will vote shares of the Portfolio for
which they receive no voting instructions in accordance with their best
judgment.

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


                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of February 26, 1999, the following person(s) beneficially owned 5% or
more of the outstanding stock of each Portfolio:  
    
DFA INTERNATIONAL VALUE PORTFOLIO III
   
          Charles Schwab & Co. Inc.*      100%
          101 Montgomery Street
          San Francisco, CA 94104
    
U.S. LARGE CAP VALUE PORTFOLIO III
   
          Charles Schwab & Co. Inc.*
          (see address above)             96.91%
    
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
   
          Charles Schwab & Co., Inc* 
          (see address above)             100%
    

*Owner of record only.


                                          11
<PAGE>

                                  PURCHASE OF SHARES

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

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

     The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of any or all Portfolios or reject purchase orders when, in
the judgment of management, such suspension or rejection is in the best interest
of the Fund or a Portfolio.  Securities accepted in exchange for shares of a
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the Portfolio. 


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC, (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (3) for such other periods as
the SEC may permit.


                              TAXATION OF THE PORTFOLIOS

     The following is a summary of some of the federal income tax consequences
that may affect each Portfolio.  Unless your investment in a Portfolio is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser.

DISTRIBUTION OF NET INCOME

     Each Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of a Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders.  Any distributions by a Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     A Portfolio may derive capital gains and losses in connection with sales or
other dispositions of its portfolio securities.  Distributions derived from the
excess of net short-term capital gain over net long-term capital loss will be
taxable to shareholders as ordinary income.  Distributions paid from long-term
capital gains realized by a Portfolio will be taxable to shareholders as
long-term capital gain, regardless of how long the shares of the Portfolio have
been held.  Any net short-term or long-term capital gains realized by a
Portfolio  (net of any capital loss carryovers) generally will be distributed
once each year, and may be distributed more frequently, if necessary, in order
to reduce or eliminate federal excise or income taxes on the Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY


                                          12
<PAGE>

     Each Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code (the "Code").  As a regulated
investment company, the Portfolios generally pay no federal income tax on the
income and gains it distributes to its shareholders.  The Board reserves the
right not to maintain the qualification of a Portfolio as a regulated investment
company, if it determines such course of action to be beneficial to
shareholders.  In such case, a Portfolio will be subject to federal, and
possibly state, corporate taxes on its taxable income and gains, and
distributions to shareholders will be taxed as ordinary dividend income to the
extent of a Portfolio's available earnings and profits.  

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Code requires a Portfolio to distribute at least 98% of its taxable
ordinary income earned during the calendar year and 98% of its capital gain net
income earned during the twelve month period ending October 31 (in addition to
undistributed amounts from the prior year) to you by December 31 of each year in
order to avoid federal excise taxes.  Each Portfolio intends to declare and pay
sufficient dividends in December (or January that are treated by you as received
in December) but does not guarantee and can give no assurances that its
distributions will be sufficient to eliminate all such taxes.

EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS

     Most foreign exchange gains realized on the sale of debt instruments are
treated as ordinary income by a Portfolio.  Similarly, foreign exchange losses
realized by a Portfolio on the sale of debt instruments are generally treated as
ordinary losses by such Portfolio.  These gains when distributed will be taxable
to shareholders as ordinary dividends, and any losses will reduce a Portfolio's
ordinary income otherwise available for distribution to shareholders.  This
treatment could increase or reduce a Portfolio's ordinary income distributions
to shareholders, and may cause some or all of a Portfolio's previously
distributed income to be classified as a return of capital.

     A Portfolio which invests in foreign securities may be subject to foreign
withholding taxes on income from certain of their foreign securities.  If more
than 50% in value of the total assets of a Portfolio are invested in securities
of foreign corporations, such Portfolio may elect to pass through to its
shareholders their pro rata share of foreign income taxes paid by such
Portfolio.  If this election is made, shareholders will be required to include
in their gross income their pro rata share of foreign taxes paid by the
Portfolio.  However, shareholders will be entitled to either deduct (as an
itemized deduction in the case of individuals) their share of such foreign taxes
in computing their taxable income or to claim a credit for such taxes against
their U.S. federal income tax, subject to certain limitations under the Code.

DIVIDENDS RECEIVED DEDUCTION

     Portfolios which will receive virtually all their net investment income
from the receipt of interest income or from investments in foreign securities
are not expected to make distributions eligible for the dividends received
deduction for corporations.  In the case of the other Portfolios, dividends from
net investment income will generally qualify in part for the corporate dividends
received deduction, but the portion of dividends so qualified depends on the
aggregate qualifying dividend income received by the Portfolio from domestic
(U.S.) sources.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss.  If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption. 
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.


                                          13
<PAGE>

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by a Portfolio or Master Fund. 
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment.  The rules on exclusion of this income
are different for corporations.

COMPLEX SECURITIES

     A Portfolio or Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules.  These
rules could affect whether gains or losses recognized by a Portfolio or Master
Fund are treated as ordinary income or capital gain, accelerate the recognition
of income to the Portfolio or Master Fund, defer a Portfolio's or a Master
Fund's ability to recognize losses, and, in limited cases, subject the Portfolio
or Master Fund to U.S. federal income tax on income from certain of its foreign
investments.  In turn, these rules may affect the amount, timing or character of
the income distributed to a shareholder by a Portfolio or Master Fund.  

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     A Portfolio which invests in a Master Fund may be subject to certain
special rules depending on whether the Master Fund in which such Portfolio
invests is taxable as a registered investment company ("RIC") or as a
partnership under the Code.  For example, Portfolios which invest in RIC Master
Funds will not be permitted to passthrough foreign withholding taxes paid by
such Master Funds to such Portfolio's shareholders.  These special rules may
affect the amount, timing or character of the income distributed to shareholders
of such Portfolios.  



INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolios will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of a
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.


                           CALCULATION OF PERFORMANCE DATA

     The Portfolios and the Master Funds may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis; that is by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated. 
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods.  In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines.  Performance
data is based on historical earnings and is not intended to indicate future
performance.  Rates of return expressed on an annual basis will usually not
equal the sum of returns expressed for consecutive interim periods due to the
compounding of the interim yields.  The Fund's annual report to shareholders of
the Portfolios for the fiscal year ended November 30, 1998, contains additional
performance information.  A copy of the annual report is available upon request
and without charge.


                                          14
<PAGE>

     With respect to the DFA International Value Portfolio III, rates of return
expressed as a percentage of U.S. dollars will reflect applicable currency
exchange rates at the beginning and ending dates of the investment periods
presented.  The return expressed in terms of U.S. dollars is the return one
would achieve by investing dollars in the Portfolio at the beginning of the
period and liquidating the investment in dollars at the end of the period. 
Hence, the return expressed as a percentage of U.S. dollars combines the
investment performance of the Portfolio (and its corresponding Master Fund) as
well as the performance of the local currency or currencies of the Portfolio.

     Quotations of the annualized percentage total returns for each Portfolio
for the one-, five-, and ten-year periods ended November 30, 1998 (as
applicable) are set forth in the prospectus.  Such quotations use the
standardized method of calculation required by the SEC. 

     For purposes of calculating the performance of the Portfolios, the
performance of the corresponding Master Fund will be utilized for the period
prior to when each Portfolio commenced operations and, if applicable, restated
to reflect a Portfolio's fees and expenses.  As the following formula indicates,
each Portfolio and Master Fund determines its average annual total return by
finding the average annual compounded rates of return over the stated time
period that would equate a hypothetical initial purchase order of $1,000 to its
redeemable value (including capital appreciation/depreciation and dividends and
distributions paid and reinvested less any fees charged to a shareholder
account) at the end of the stated time period.  The calculation assumes that all
dividends and distributions are reinvested at the public offering price on the
reinvestment dates during the period.  The calculation also assumes the account
was completely redeemed at the end of each period and the deduction of all
applicable charges and fees.  According to the SEC's formula:

        n
P(1 + T)  = ERV

where:

     P   =     a hypothetical initial payment of $1,000

     T   =     average annual total return

     n   =     number of years

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

     In addition to the standardized method of calculating performance required
by the SEC, the Portfolios and the Master Funds may disseminate other
performance data and may advertise total return calculated on a monthly basis.

     The Portfolios may compare their investment performance to appropriate
market and mutual fund indices and investments for which reliable performance
data is available.  Such indices are generally unmanaged and are prepared by
entities and organizations which track the performance of investment companies
or investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolios may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolios or to
the Advisor, should be considered in light of a Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.


                                 FINANCIAL STATEMENTS

     PricewaterhouseCoopers LLP (formerly Coopers & Lybrand, L.L.P.), 2400
Eleven Penn Center, Philadelphia, PA  19103, are the Fund's independent
accountants.  They audit the Fund's financial statements.  The audited financial
statements and financial highlights of the Portfolios for the fiscal year ended
November 30, 1998,


                                          15
<PAGE>

as set forth in the Fund's annual report to shareholders, including the report
of PricewaterhouseCoopers LLP, are incorporated by reference into this SAI.
   
     The audited financial statements of the Master Funds for the Trust's fiscal
year ended November 30, 1998, as set forth in the Trust's annual report to
shareholders, including the report of PricewaterhouseCoopers LLP, are
incorporated by reference into this SAI.
    
   
     The annual reports do not contain any data regarding the Tax-Managed U.S.
Marketwide Value Portfolio II or the Tax-Managed Series because they had not
commenced operations as of November 30, 1998.  A shareholder may obtain a copy
of the reports upon request and without charge, by contacting the Fund at the
address or telephone number appearing on the cover of this SAI.
    




                                          16
<PAGE>


                        DFA INTERNATIONAL VALUE PORTFOLIO IV
                           EMERGING MARKETS PORTFOLIO II

                         DIMENSIONAL INVESTMENT GROUP INC.

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

                        STATEMENT OF ADDITIONAL INFORMATION
   
                                   MARCH  29, 1999
    
   
     This statement of additional information ("SAI") is not a prospectus but
should be read in conjunction with the prospectus of DFA International Value
Portfolio IV and Emerging Markets Portfolio II (individually, a "Portfolio" and,
collectively, the "Portfolios") of Dimensional Investment Group Inc. (the
"Fund"), dated March 29, 1999, as amended from time to time.
    
     The audited financial statements and financial highlights of the Fund are
incorporated by reference from the Fund's annual report to shareholders.  The
prospectus and annual report can be obtained by writing to the Fund at the above
address or by calling the above telephone number.

                                  TABLE OF CONTENTS


PORTFOLIO CHARACTERISTICS AND POLICIES . . . . . . . . . . . . . . . . . . . . 2

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

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

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

CASH MANAGEMENT PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CONVERTIBLE DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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

SERVICES TO THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ADVISORY FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

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

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

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

TAXATION OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . .12

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . .14

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

<PAGE>

                    PORTFOLIO CHARACTERISTICS AND POLICIES

     The following information supplements the information set forth in the
prospectus.  Unless otherwise indicated, it applies to all of the DFA
International Value Series ("International Value Series") and the Emerging
Markets Series (together, the "Master Funds") of the DFA Investment Trust
Company (the "Trust") and to the Portfolios through their investment in the
Master Funds.  Capitalized terms not otherwise defined in this SAI have the
meaning assigned to them in the prospectus.

     Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each Master Fund and provides administrative services to the Portfolios.

     Each of the Portfolios and the Master Funds are diversified under the
federal securities laws and regulations.

     Because the structures of the Master Funds are based on the relative market
capitalizations of eligible holdings, it is possible that a Master Fund might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable.  However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Funds and the anticipated
amount of the assets intended to be invested in such securities, management does
not anticipate that a Master Fund will include as much as 5% of the voting
securities of any issuer.


                                BROKERAGE TRANSACTIONS

     The following table depicts brokerage commissions paid by the Master Funds.

   
                               BROKERAGE COMMISSIONS
                FISCAL YEARS ENDED NOVEMBER 30, 1998, 1997, AND 1996
    
   
<TABLE>
<CAPTION>
                                   1998             1997             1996
<S>                             <C>              <C>              <C>
International Value Series      $  763,022       $1,133,787       $1,251,242
Emerging Markets Series         $  375,895       $  559,853       $  437,088
</TABLE>
    
     The substantial increases or decreases in the amount of brokerage
commissions paid by the Master Funds from year to year indicated in the
foregoing table resulted from increases or decreases in the amount of securities
that were bought and sold by the Master Funds.

     Portfolio transactions of each Master Fund will be placed with a view to
receiving the best price and execution.  In addition, the Advisor will seek to
acquire and dispose of securities in a manner which would cause as little
fluctuation in the market prices of stocks being purchased or sold as possible
in light of the size of the transactions being effected.  Brokers will be
selected with these goals in view.  The Advisor monitors the performance of
brokers which effect transactions for the Master Funds to determine the effect
that their trading has on the market prices of the securities in which it
invests.  The Advisor also checks the rate of commission being paid by the
Master Funds to its brokers to ascertain that they are competitive with those
charged by other brokers for similar services.
   
     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of each Master Fund permits the Advisor
knowingly to pay commissions on these transactions which are greater than
another broker, dealer or exchange member might charge if the Advisor, in good
faith, determines that the commissions paid are reasonable in relation to the
research or brokerage services provided by the broker or dealer when viewed in
terms of either a particular transaction or the Advisor's overall
responsibilities to the Master Funds.  Research services furnished by brokers
through whom


                                          2
<PAGE>

securities transactions are effected may be used by the Advisor in servicing all
of its accounts and not all such services may be used by the Advisor with
respect to the Master Funds.  During fiscal year 1998, the International Value
Series paid commissions for securities transactions to brokers which provided
market price monitoring services, market studies and research services to the
Master Funds as follows:
    
   
<TABLE>
<CAPTION>
                                        VALUE OF                BROKERAGE
                                 SECURITIES TRANSACTIONS       COMMISSIONS
                                 -----------------------       -----------
<S>                              <C>                           <C>
International Value Series            $2,427,926                $15,569
Emerging Markets Series                    0                       0
</TABLE>
    

     Neither Portfolio will incur any brokerage or other costs in connection
with its purchase or redemption of shares of its corresponding Master Funds,
except if a Portfolio receives securities or currencies from the corresponding
Master Funds to satisfy the Portfolio's redemption request.  (See "REDEMPTION OF
SHARES.")


                                INVESTMENT LIMITATIONS

     Each of the Portfolios has adopted certain limitations which may not be
changed with respect to any Portfolio without the approval of the holders of a
majority of the outstanding voting securities of the Portfolio.  A "majority" is
defined as the lesser of:  (1) at least 67% of the voting securities of the
Portfolio (to be effected by the proposed change) present at a meeting, if the
holders of more than 50% of the outstanding voting securities of the Portfolio
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Portfolio.  The investment limitations of each Master
Fund are the same as those of the corresponding Portfolio.

     The Portfolios will not:

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

     (2) make loans of cash, except through the acquisition of repurchase
agreements and obligations customarily purchased by institutional investors;

     (3) as to 75% of the total assets of a Portfolio, invest in the securities
of any issuer (except obligations of the U.S. Government and its agencies and
instrumentalities) if, as a result of more than 5% of the Portfolio's total
assets, at market, would be invested in the securities of such issuer;

     (4) purchase or retain securities of an issuer, if those officers and
directors of the Fund or the Advisor owning more than 1/2 of 1% of such
securities together own more than 5% of such securities;

     (5) borrow, except from banks as a temporary measure for extraordinary or
emergency purposes and, then, in no event, in excess of 33% of its net assets,
or pledge more than 33% of such assets to secure such loans;

     (6) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 10% of its total assets at fair market value, except as described in (5)
above;

     (7) invest more than 15% of the value of the Portfolio's total assets in
illiquid securities, which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments;

     (8) engage in the business of underwriting securities issued by others;

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


                                          3
<PAGE>

     (10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization, provided that the Emerging Markets Portfolio may invest its
assets in securities of investment companies and units of such companies such
as, but not limited to, S&P Depository Receipts;

     (11) invest more than 5% of its total assets in securities of companies
which have (with predecessors) a record of less than three years' continuous
operation;

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

     (13) write or acquire options (except as described in (1) above) or
interests in oil, gas or other mineral exploration, leases or development
programs;

     (14) purchase warrants, except that the Portfolios may acquire warrants as
a result of corporate actions involving their holdings of equity securities;

     (15) purchase securities on margin or sell short;

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

     (17) issue senior securities (as such term is defined in Section 18(f) of
the Investment Company Act of 1940 (the "1940 Act")), except to the extent
permitted under the 1940 Act.

     The investment limitations described in (3), (4), (7), (9), (10), (11),
(12) and (16) above do not prohibit each Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as the Master Funds.

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

     Although (2) above prohibits cash loans, the Portfolios are authorized to
lend portfolio securities.  Inasmuch as the Portfolios will only hold shares of
a corresponding Master Fund, the Portfolios do not intend to lend those shares.

     For purposes of (5) above, the Emerging Markets Portfolio II (indirectly
through its investment in the Emerging Markets Series) may borrow in connection
with a foreign currency transaction or the settlement of a portfolio trade.  The
only type of borrowing contemplated thereby is the use of a letter of credit
issued on the Series' behalf in lieu of depositing initial margin in connection
with currency futures contracts, and the Series have no present intent to engage
in any other types of borrowing transactions under this authority.

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

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


                                          4
<PAGE>

     The International Value Portfolio IV and Emerging Markets Portfolio II
(indirectly through their investment in the Trust) may acquire and sell forward
foreign currency exchange contracts in order to hedge against changes in the
level of future currency rates.  Such contracts involve an obligation to
purchase or sell a specific currency at a future date at a price set in the
contract.  While the International Value Series has retained authority to buy
and sell financial futures contracts and options thereon, it has no present
intention to do so.

     Notwithstanding any of the above investment restrictions, the Emerging
Markets Series may establish subsidiaries or other similar vehicles for the
purpose of conducting their investment operations in Approved Markets, if such
subsidiaries or vehicles are required by local laws or regulations governing
foreign investors such as the Series or whose use is otherwise considered by the
Series to be advisable.  The Series would "look through" any such vehicle to
determine compliance with its investment restrictions.

     Unless otherwise indicated, all limitations applicable to the Portfolios'
and Master Funds' investments apply only at the time that a transaction is
undertaken.  Any subsequent change in the percentage of a Portfolio's or Master
Funds' assets invested in certain securities or other instruments resulting from
market fluctuations or other changes in a Portfolio's or Master Funds' total
assets will not require a Portfolio or Master Fund to dispose of an investment
until the Advisor determines that it is practicable to sell or close out the
investment without undue market or tax consequences.


                                  FUTURES CONTRACTS

     The Master Funds each may enter into futures contracts and options on
futures contracts for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions.  Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price.  Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges.  A Master Fund will be
required to make a margin deposit in cash or government securities with a broker
or custodian to initiate and maintain positions in futures contracts.  Minimal
initial margin requirements are established by the futures exchange and brokers
may establish margin requirements which are higher than the exchange
requirements.  After a futures contract position is opened, the value of the
contract is marked to market daily.  If the futures contract price changes, to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required.  Conversely,
reduction in the contract value may reduce the required margin resulting in a
repayment of excess margin to a Master Fund.  Variation margin payments are made
to and from the futures broker for as long as the contract remains open.  The
Master Funds expect to earn income on their margin deposits.  To the extent that
a Master Fund invests in futures contracts and options thereon for other than
bona fide hedging purposes, no Master Fund will enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Master Funds' net
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that, in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded in calculating the 5%.  Pursuant to published positions of the
Securities and Exchange Commission (the "SEC"), the Master Funds may be required
to maintain segregated accounts consisting of liquid assets, such as cash or
liquid securities (or, as permitted under applicable interpretations, enter into
offsetting positions) in connection with their futures contract transactions in
order to cover their obligations with respect to such contracts.

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a Master Fund would continue to be
required to make variation margin deposits.  In such circumstances, if a Master
Fund has insufficient cash, it might have to sell portfolio securities to meet
daily margin requirements at a time when it might be disadvantageous to do so.
Management intends to minimize the possibility that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.


                                          5
<PAGE>
                              CASH MANAGEMENT PRACTICES

     All Portfolios and Master Funds engage in cash management practices in
order to earn income on uncommitted cash balances.  Generally, cash is
uncommitted pending investment in other obligations, payment of redemptions or
in other circumstances where the Advisor believes liquidity is necessary or
desirable.  In the case of the Emerging Markets Series, cash investments may be
made for temporary defensive purposes during periods in which market, economic
or political conditions warrant.

     All the Portfolios and Master Funds may invest cash in short-term
repurchase agreements.  In addition, the following cash investments are
permissible:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                                                   Percentage
   Portfolios and Series         Permissible Cash Investment       Guidelines*
- -------------------------------------------------------------------------------
<S>                         <C>                                    <C>
International Value         Fixed income obligations such as
                            money market instruments; index
                            futures contracts and options              20%
                            thereon***
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Emerging Markets            Money market instruments; highly
                            liquid debt securities; freely
                            convertible currencies; shares of
                            money market mutual funds**; index
                            futures contracts and options
                            thereon***                                 10%

- -------------------------------------------------------------------------------
</TABLE>
     *The percentage guidelines set forth above are not absolute limitations but
the Portfolios and Master Funds do not expect to exceed these guidelines under
normal circumstances.

     **Investments in money market mutual funds may involve duplication of
certain fees and expenses.

     ***To the extent that they invest in futures contracts and options thereon
for other than bona fide hedging purposes, no Master Funds or Portfolio will
enter into such transactions if, immediately thereafter, the sum of the amount
of initial margin deposits and premiums paid for open futures options would
exceed 5% of its total assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%.


                                CONVERTIBLE DEBENTURES

     The Master Funds each may invest up to 5% of their assets in convertible
debentures issued by non-U.S. companies located in countries where the Master
Funds are permitted to invest.  The International Value Series also may invest
up to 5% of its assets in convertible debentures issued by large non-U.S.
companies.  Convertible debentures include corporate bonds and notes that may be
converted into or exchanged for common stock.  These securities are generally
convertible either at a stated price or a stated rate (that is, for a specific
number of shares of common stock or other security).  As with other fixed income
securities, the price of a convertible debenture to some extent varies inversely
with interest rates.  While providing a fixed-income stream (generally higher in
yield than the income derived from a common stock but lower than that afforded
by a non-convertible debenture), a convertible debenture also affords the
investor an opportunity, through its conversion feature, to participate in the
capital appreciation of the common stock into which it is convertible.  As the
market price of the underlying common stock declines, convertible debentures
tend to trade increasingly on a yield basis and so may not experience market
value declines to the same extent as the underlying common stock.  When the
market price of the underlying common stock increases, the price of a
convertible debenture tends to rise as a reflection of the value of the
underlying common stock.  To obtain such a higher yield, the Master Funds may be
required to pay for a convertible debenture an amount in excess of the value of
the underlying common stock.  Common stock acquired by the Master Funds upon

                                          6
<PAGE>

conversion of a convertible debenture will generally be held for as long as the
Advisor anticipates such stock will provide the Master Funds with opportunities
which are consistent with its investment objective and policies.
   
    
                                DIRECTORS AND OFFICERS

     The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund.  Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust.  The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolios and the Master Funds.

     The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.

DIRECTORS

     David G. Booth*, (12/2/46), Director, President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets
Value Fund Inc. (registered investment company).  Trustee, President and
Chairman-Chief Executive Officer of The DFA Investment Trust Company.  Chairman
and Director, Dimensional Fund Advisors Ltd.

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Value Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company and First
Prairie Funds (registered investment companies).  Director, DFA Investment
Dimensions Group Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional
Emerging Markets Value Fund Inc., Hospital Fund, Inc. (investment management
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman,
Ibbotson Associates, Inc., Chicago, IL, (software, data, publishing and
consulting).

     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director,
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Value Fund
Inc. and Public Director, Chicago Mercantile Exchange.

     Myron S. Scholes, (7/1/41), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University.
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Value Fund Inc., Benham Capital
Management Group of Investment Companies and Smith Breeden Group of Investment
Companies.

     Rex A. Sinquefield*#, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc. and Dimensional Emerging Markets Value Fund
Inc.


                                          7
<PAGE>

Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust Company.
Chairman, Chief Executive Officer and Director, Dimensional Fund Advisors Ltd.

*Interested Director of the Fund.

OFFICERS

     Each of the officers listed below hold the same office (except as otherwise
noted) in the following entities:  Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc.

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.

     Truman Clark, (4/18/41), Vice President, Santa Monica, CA.  Consultant
until October 1995 and Principal and Manager of Product Development, Wells Fargo
Nikko Investment Advisors, San Francisco, CA from 1990-1994.

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.

     Irene R. Diamant, (7/16/50), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.

     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.

     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster LLP from 1989 to 1996.

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.

     George Sands, (2/8/56), Vice President, Santa Monica, CA.

     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.

     Jeanne C. Sinquefield, Ph.D.#, (12/2/46), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.

     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.

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

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


                                          8
<PAGE>

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

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

*    The term Fund Complex refers to all registered investment companies for
     which the Advisor performs advisory or administrative services and for
     which the individuals listed above serve as directors.


                                 SERVICES TO THE FUND

ADMINISTRATIVE SERVICES

     The Fund has entered into an administration agreement with the Advisor on
behalf of each Portfolio.  Pursuant to the administration agreement, the Advisor
will perform various services, including:  supervision of the services provided
by the Portfolio's custodian and transfer and dividend disbursing agent and
others who provide services to the Fund for the benefit of the Portfolio;
assisting the Fund to comply with the provisions of federal, state, local and
foreign securities, tax and other laws applicable to the Portfolio; providing
shareholders of record with information about the Portfolio and their
investments as they or the Fund may request; assisting the Fund to conduct
meetings of shareholders; furnishing information as the Board of Directors may
require regarding the Master Funds; and any other administrative services for
the benefit of the Portfolio as the Board of Directors may reasonably request.
The Advisor also provides the Fund with office space and personnel.  For the
administrative services provided to the DFA International Value Portfolio IV,
the Advisor receives a monthly fee equal to one-twelfth of 0.20% of the
Portfolio's first $40 million of average net assets and no fee for assets
exceeding $40 million.  Pursuant to the administration agreement relating to the
Emerging Markets Portfolio II, the Advisor receives a monthly fee equal to
one-twelfth of 0.40% of the Portfolio's first $50 million of average net assets
and no fee for assets exceeding $50 million.  The Advisor has agreed to waive
its administration fee of 0.40% per year on the first $50 million of average net
assets payable by Portfolio with respect to the Emerging Markets Portfolio II.
Such fee waiver arrangement may be terminated by the Advisor at any time.  The
sponsor of each Plan that is invested in a Portfolio intends to make voluntary
contributions to each Portfolio in an amount equal to the Plan's proportionate
share of the administrative services fees paid to the Advisor.  The Plan
sponsors may terminate their contributions at any time.  As a result, the
Portfolios to date have not paid any administrative fees to the Advisor.

     PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolios and the Master Funds.  The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund and
include day-to-day keeping and maintenance of certain records, calculation of
the net asset value of the shares, preparation of reports, liaison with the
custodians, and transfer and dividend disbursing agency services.  For its
services to the International Value Portfolio IV and the Emerging Markets
Portfolio II, PFPC is paid monthly fees of $1,000 and $2,600, respectively.

CUSTODIANS
   
     Citibank, N.A., 111 Wall Street, New York, New York 10005, is the custodian
for the International Value Series.  The Chase Manhattan Bank, 4 Chase Metrotech
Center, Brooklyn, NY 11245 serves as custodian for the Emerging Markets Series.
PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE  19809, serves as
custodian for each Portfolio.  The custodians maintain a separate account or
accounts for the Portfolios and the

                                          9
<PAGE>

Master Funds; receive, hold and release portfolio securities on account of the
Portfolios and the Master Funds; make receipts and disbursements of money on
behalf of the Portfolios and the Master Funds; and collect and receive income
and other payments and distributions on account of the Portfolios' and the
Master Funds' portfolio securities.
    
DISTRIBUTOR

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

LEGAL COUNSEL

     Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.
Its address is 2600 One Commerce Square, Philadelphia, PA  19103-7098.


                                    ADVISORY FEES
   
     David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor.  For the services it provides as investment
advisor to each Master Fund, the Advisor is paid a monthly fee calculated as a
percentage of average net assets of the Master Funds.  For the fiscal years
ended November 30, 1998, 1997 and 1996, the Master Funds paid advisory fees as
set forth in the following table:
    
   
<TABLE>
<CAPTION>
                                  1997             1996             1998
<S>                            <C>              <C>              <C>
International Value Series     $3,466,000*      $2,997,000*      $2,124,000*

Emerging Markets Series        $  220,000*      $  226,000*      $  111,000*
</TABLE>
    

- ------------------
*Both Master Funds have more than one investor; this dollar amount represents
the total dollar amount of advisory fees paid by the Master Fund to the Advisor.


                                 GENERAL INFORMATION

     The Fund was incorporated under Maryland law on March 19, 1990.  The Fund
was known as DFA U.S. Large Cap Inc. from February 1992, until it amended its
Articles of Incorporation in April 1993, to change to its present name.  Prior
to a February 1992, amendment to the Articles of Incorporation, it was known as
DFA U.S. Large Cap Portfolio Inc.

     The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992.  The Trust offers shares of its Series only to
institutional investors in private offerings.


                                          10
<PAGE>

                                 SHAREHOLDER RIGHTS

     The shares of each Portfolio, when issued and paid for in accordance with
the Fund's prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.

     With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law.  If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Portfolio
whose shares they own, as well as a proportionate share of Fund assets not
attributable to any particular Portfolio.  Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law.  The Fund's by-laws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting.  Such meeting may be called to consider any
matter, including the removal of one or more directors.  Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.

     Whenever a Portfolio, as an investor in its corresponding Master Fund, is
asked to vote on a shareholder proposal, the Fund will solicit voting
instructions from the Portfolio's shareholders with respect to the proposal.
The Directors of the Fund will then vote the Portfolio's shares in the Master
Fund in accordance with the voting instructions received from the Portfolio's
shareholders.  The Directors of the Fund will vote shares of the Portfolio for
which they receive no voting instructions in accordance with their best
judgment.  With regard to the Emerging Markets Series, if a majority shareholder
of the Master Fund redeems its entire interest in the Master Fund, a majority in
interest of the remaining shareholders in the Master Fund must vote to approve
the continuing existence of the Master Fund or the Master Fund will be
liquidated.

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


                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of February 26, 1999, the following persons beneficially owned more than
5% of the outstanding securities of each Portfolio:
    


DFA INTERNATIONAL VALUE PORTFOLIO IV

Citibank Savings Incentive Plan*   100%
One Court Square
Long Island City, NY  11120

EMERGING MARKETS PORTFOLIO II

Citibank Savings Incentive Plan*   100%
One Court Square
Long Island City, NY  11120
- -------------
*Owner of record only


                                          11
<PAGE>

                                  PURCHASE OF SHARES

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

     The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business.  On other days, the Fund
will generally be closed.  The NYSE is scheduled to be open Monday through
Friday throughout the year except for days closed to recognize New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day.  Orders for
redemptions and purchases will not be processed if the Fund is closed.

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


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the SEC, (2) during any period when an emergency
exists as defined by the rules of the SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (3) for such other periods as
the SEC may permit.


                              TAXATION OF THE PORTFOLIOS

     The following is a summary of some of the federal income tax consequences
that may affect each Portfolio.  Unless your investment in a Portfolio is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser.


DISTRIBUTION OF NET INCOME

     Each Portfolio receives income generally in the form of dividends and
interest on its investments.  This income, less expenses incurred in the
operation of a Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders.  Any distributions by a Portfolio
from such income will be taxable to a shareholder as ordinary income, whether
they are received in cash or in additional shares.

DISTRIBUTIONS OF CAPITAL GAINS

     A Portfolio may derive capital gains and losses in connection with sales or
other dispositions of its portfolio securities.  Distributions derived from the
excess of net short-term capital gain over net long-term capital loss will be
taxable to shareholders as ordinary income.  Distributions paid from long-term
capital gains realized by a Portfolio will be taxable to shareholders as
long-term capital gain, regardless of how long the shares of the Portfolio have
been held.  Any net short-term or long-term capital gains realized by a
Portfolio  (net of any capital loss carryovers) generally will be distributed
once each year, and may be distributed more frequently, if necessary, in order
to reduce or eliminate federal excise or income taxes on the Portfolio.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY

     Each Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code (the "Code").  As a regulated


                                          12
<PAGE>

investment company, the Portfolios generally pay no federal income tax on the
income and gains it distributes to its shareholders.  The Board reserves the
right not to maintain the qualification of a Portfolio as a regulated investment
company, if it determines such course of action to be beneficial to
shareholders.  In such case, a Portfolio will be subject to federal, and
possibly state, corporate taxes on its taxable income and gains, and
distributions to shareholders will be taxed as ordinary dividend income to the
extent of a Portfolio's available earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENT

     The Code requires a Portfolio to distribute at least 98% of its taxable
ordinary income earned during the calendar year and 98% of its capital gain net
income earned during the twelve month period ending October 31 (in addition to
undistributed amounts from the prior year) to you by December 31 of each year in
order to avoid federal excise taxes.  Each Portfolio intends to declare and pay
sufficient dividends in December (or January that are treated by you as received
in December) but does not guarantee and can give no assurances that its
distributions will be sufficient to eliminate all such taxes.

EFFECT OF FOREIGN INVESTMENTS ON DISTRIBUTIONS

     Most foreign exchange gains realized on the sale of debt instruments are
treated as ordinary income by a Portfolio.  Similarly, foreign exchange losses
realized by a Portfolio on the sale of debt instruments are generally treated as
ordinary losses by such Portfolio.  These gains when distributed will be taxable
to shareholders as ordinary dividends, and any losses will reduce a Portfolio's
ordinary income otherwise available for distribution to shareholders.  This
treatment could increase or reduce a Portfolio's ordinary income distributions
to shareholders, and may cause some or all of a Portfolio's previously
distributed income to be classified as a return of capital.

     A Portfolio which invests in foreign securities may be subject to foreign
withholding taxes on income from certain of their foreign securities.  If more
than 50% in value of the total assets of a Portfolio are invested in securities
of foreign corporations, such Portfolio may elect to pass through to its
shareholders their pro rata share of foreign income taxes paid by such
Portfolio.  If this election is made, shareholders will be required to include
in their gross income their pro rata share of foreign taxes paid by the
Portfolio.  However, shareholders will be entitled to either deduct (as an
itemized deduction in the case of individuals) their share of such foreign taxes
in computing their taxable income or to claim a credit for such taxes against
their U.S. federal income tax, subject to certain limitations under the Code.

DIVIDENDS RECEIVED DEDUCTION

     Portfolios which will receive virtually all their net investment income
from the receipt of interest income or from investments in foreign securities
are not expected to make distributions eligible for the dividends received
deduction for corporations.  In the case of the other Portfolios, dividends from
net investment income will generally qualify in part for the corporate dividends
received deduction, but the portion of dividends so qualified depends on the
aggregate qualifying dividend income received by the Portfolio from domestic
(U.S.) sources.

REDEMPTION OF PORTFOLIO SHARES

     Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss.  If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.

     All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption.
Any loss disallowed under these rules will be added to the shareholder's tax
basis in the new shares purchased by the shareholder.


                                          13
<PAGE>

U.S. GOVERNMENT OBLIGATIONS

     Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by a Portfolio.  Investments in
GNMA/FNMA securities, bankers' acceptances, commercial paper and repurchase
agreements collateralized by U.S. government securities do not generally qualify
for tax-free treatment.  The rules on exclusion of this income are different for
corporations.

COMPLEX SECURITIES

     A Portfolio or Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules.  These
rules could affect whether gains or losses recognized by a Portfolio or Master
Fund are treated as ordinary income or capital gain, accelerate the recognition
of income to the Portfolio or Master Fund, defer a Portfolio's or a Master
Fund's ability to recognize losses, and, in limited cases, subject the Portfolio
or Master Fund to U.S. federal income tax on income from certain of its foreign
investments.  In turn, these rules may affect the amount, timing or character of
the income distributed to a shareholder by a Portfolio or Master Fund.

OTHER SPECIAL RULES APPLICABLE TO FEEDER PORTFOLIOS WHICH INVEST IN MASTER FUNDS

     A Feeder Portfolio which invests in a Master Fund may be subject to certain
special rules depending on whether the Master Fund in which such Portfolio
invests is taxable as a registered investment company ("RIC") or as a
partnership under the Code.  For example, Portfolios which invest in RIC Master
Funds will not be permitted to passthrough foreign withholding taxes paid by
such Master Funds to such Portfolio's shareholders.  These special rules may
affect the amount, timing or character of the income distributed to shareholders
of such Portfolios.

INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS

     The Portfolios will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year.  Shareholders who have not held shares of a
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.


                           CALCULATION OF PERFORMANCE DATA

     The Portfolios and the Master Funds may disseminate reports of their
investment performance from time to time.  Investment performance is calculated
on a total return basis; that is by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated.
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods and excluding deduction of
reimbursement fees charged to investors and paid to the Emerging Markets
Portfolio II, which would otherwise reduce return quotations.  In all cases,
disclosures are made when performance quotations differ from the SEC Guidelines.
Performance data is based on historical earnings and is not intended to indicate
future performance.  Rates of return expressed on an annual basis will usually
not equal the sum of returns expressed for consecutive interim periods due to
the compounding of the interim yields.  The Fund's annual report to shareholders
of the Portfolios for the fiscal year ended November 30, 1998, contains
additional performance information.  A copy of the annual report is available
upon request and without charge.

     Rates of return expressed as a percentage of U.S. dollars will reflect
applicable currency exchange rates at the beginning and ending dates of the
investment periods presented.  The return expressed in terms of U.S. dollars is


                                          14
<PAGE>

the return one would achieve by investing dollars in the Portfolio at the
beginning of the period and liquidating the investment in dollars at the end of
the period.  Hence, the return expressed as a percentage of U.S. dollars
combines the investment performance of the Portfolio (and its corresponding
Master Fund) as well as the performance of the local currency or currencies of
the Portfolio.

     Quotations of the annualized percentage total returns for each Portfolio
for the one-, five-, and ten-year periods ending November 30, 1998 are set forth
in the prospectus.  Such quotations use the standardized method of calculation
required by the SEC, which is net of the cost of any current reimbursement fee
charged to investors.

     For purposes of calculating the performance of a Portfolio, the performance
of its corresponding Master Fund will be utilized for the period prior to when
the Portfolio commenced operations, and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, each
Portfolio and Master Fund determines its annualized total return by finding the
annualized total return over the stated time period that would equate a
hypothetical initial purchase order of $1,000 to its redeemable value (including
capital appreciation/depreciation and dividends and distributions paid and
reinvested less any fees charged to a shareholder account) at the end of the
stated time period.  The calculation assumes that all dividends and
distributions are reinvested at the public offering price on the reinvestment
dates during the period.  The calculation also assumes the account was
completely redeemed at the end of each period and the deduction of all
applicable charges and fees.  According to the SEC formula:

        n
P(1 + T)  = ERV

where:

     P   = a hypothetical initial payment of $1,000

     T   = annualized compound rate of return

     n   = number of years

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

     In addition to the standardized method of calculating performance required
by the SEC, the Portfolios and the Master Funds may disseminate other
performance data and may advertise total return calculated on a monthly basis.

     The Portfolios may compare their investment performance to appropriate
market and mutual fund indices and investments for which reliable performance
data is available.  Such indices are generally unmanaged and are prepared by
entities and organizations which track the performance of investment companies
or investment advisors.  Unmanaged indices often do not reflect deductions for
administrative and management costs and expenses.  The performance of the
Portfolios may also be compared in publications to averages, performance
rankings, or other information prepared by recognized mutual fund statistical
services.  Any performance information, whether related to the Portfolios or to
the Advisor, should be considered in light of a Portfolio's investment
objectives and policies, characteristics and the quality of the portfolio and
market conditions during the time period indicated and should not be considered
to be representative of what may be achieved in the future.


                                FINANCIAL STATEMENTS
   
     PricewaterhouseCoopers LLP (formerly Coopers & Lybrand, L.L.P.), 2400
Eleven Penn Center, Philadelphia, PA  19103, are the Fund's independent
accountants.  They audit the Fund's financial statements.  The audited financial
statements and financial highlights of the Portfolios for the fiscal year ended
November 30, 1998, as set forth in the Fund's annual report to shareholders,
including the report of PricewaterhouseCoopers LLP, are incorporated by
reference into this SAI.
    



                                          15
<PAGE>

   
     The audited financial statements of the International Value Series and
Emerging Markets Series for the Trust's fiscal year ended November 30, 1998, as
set forth in the Trust's annual report to shareholders, including the report of
PricewaterhouseCoopers LLP, are incorporated by reference into this SAI.
    

     A shareholder may obtain a copy of the reports upon request and without
charge, by contacting the Fund at the address or telephone number appearing on
the cover of this SAI.




                                          16

<PAGE>
                         DIMENSIONAL INVESTMENT GROUP, INC.

                                       PART C
                                 OTHER INFORMATION

ITEM 23.  EXHIBITS.
          (a)  Articles of Incorporation.
               (1)  Form of Articles of Restatement.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        11/12 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   December 15, 1995.

               (2)  Form of Articles Supplementary. 
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        16/17 to the Registrant's Registration
                                        Statement on Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   June 20, 1997.

               (3)  Articles Supplementary as filed with the Maryland  
                         Secretary of State on December 7, 1998 re: the
                         addition of the:
                    *    Tax-Managed U.S. Marketwide Value
                              Portfolio II
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        21/22 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   January 22, 1999.

          (b)  By-Laws.
               INCORPORATED HEREIN BY REFERENCE TO:
               Filing:        Post-Effective Amendment No. 18/19 to the
                              Registrant's Registration Statement on Form N-1A.
               File Nos.:     33-33980 and 811-6067.
               Filing Date:   February 13, 1998.
          
          (c)  Instruments Defining Rights of Security Holders.   

<PAGE>

               (1)  See Article Fifth of the Registrant's Articles of
                    Restatement.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 11/12 to the
                                   Registrant's Registration Statement on Form
                                   N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   December 15, 1995.

          (d)  Investment Advisory Contracts.
               (1)  Form of Investment Advisory Agreement between
                    the Registrant and DFA re: the:
                    *    RWB/DFA Two-Year Corporate Fixed
                         Income Portfolio.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:  Post-Effective Amendment No. 17/18 to the
                    Registration Statement of the registrant on Form N-1A.
                    File Nos.:  33-33980 and 811-6067.
                    Filing Date:  October 1, 1997.

               (2)  Form of Investment Advisory Agreement between
                    the Registrant and DFA re: the:
                    *    RWB/DFA Two-Year Government
                              Portfolio.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:  Post-Effective Amendment No. 17/18 to the
                    Registration Statement of the Registrant on Form N-1A.
                    File Nos.:  33-33980 and 811-6067.  
                    Filing Date:  October 1, 1997.  

          (e)  Underwriting Contracts.
               (1)  Distribution Agreement dated April 16, 1993 between the
                    Registrant and DFA Securities Inc.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 19/20 to the
                                   Registrant's Registration Statement on Form
                                   N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   March 3, 1998.

          (f)  Bonus or Profit Sharing Contracts.
                         Not applicable.

          (g)  Custodian Agreements.
               (1)  Form of Custodian Agreement between the Registrant and

<PAGE>

                    PNC Bank, N.A. (formerly Provident National Bank)
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 19/20 to the
                                   Registrant's Registration Statement on Form
                                   N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   March 3, 1998.

                    (i)  Addendum Number One.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        21/22 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   January 22, 1999.

          (h)  Other Material Contracts.
               (1)  Form of Transfer Agency Agreement between the Registrant and
                    PFPC Inc. (formerly Provident Financial Processing     
                    Corporation) (the "Transfer Agency Agreement") 
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 19/20 to the
                                   Registrant's Registration Statement on Form
                                   N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   March 3, 1998.

                    (i)  Addendum Number One to the Transfer
                         Agency Agreement
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        21/22 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   January 22, 1999.

               (2)  Form of Administration and Accounting Services
                    Agreement between the Registrant and PFPC Inc. (formerly 
                    with Provident Financial Processing Corporation) (the 
                    "Administration and Accounting Services Agreement")
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 19/20 to the

<PAGE>

                                   Registrant's Registration Statement on Form
                                   N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   March 3, 1998.

                    (i)  Addendum Number One to the Administration
                         and Accounting Services Agreement
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        21/22 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   January 22, 1999.

               (3)  Administration Agreements between the Registrant and   
                    DFA.
                  (i)    Form of Dated May 3, 1993 re: the:
                         *    DFA 6-10 Institutional Portfolio
                         INCORPORATED HEREIN BY REFERENCE TO: 
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (ii)   Form of Dated  December 1, 1993 re: the:
                         *    DFA International Value Portfolio
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  
               
                  (iii)  Form of Dated July 1, 1994 re: the:
                         *    DFA International Value Portfolio II
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (iv)   Form of Dated January 1, 1994 re: the:

<PAGE>

                         *    U.S. 6-10 Value Portfolio II
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (v)    Form of Dated July 1, 1994 re: the:
                         *    U.S. Large Cap Value Portfolio
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (vi)   Form of Dated September 30, 1994 re: the:
                         *    DFA One-Year Fixed Income Portfolio II
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (vii)  Form of Dated December 20, 1994 re: the:
                         *    U.S. Large Cap Value Portfolio III
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (viii) Form of Dated December 20, 1994 re: the:
                         *    DFA International Value Portfolio III
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 19/20 to the
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.  
                         Filing Date:  March 3, 1998.  

                  (ix)   Form of Dated March 1, 1996 re: the:

<PAGE>

                         *    RWB/DFA U.S. High Book to Market
                         Portfolio
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 12/13/ to   
                         the Registration Statement of Registrant on Form  
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  December 15, 1995.  

                  (x)    Form of Dated March 1, 1996 re: the:
                         *    RWB/DFA Two-Year Corporate Fixed
                         Income Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 12/13 to the 
                         Registration Statement of Registrant on Form 
                         N-1A.  
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  December 15, 1995.  

                  (xi)   Form of Dated March 1, 1996 re: the:
                         *    RWB/DFA Two-Year Government
                         Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 12/13 to the
                         Registration Statement of Registrant on Form 
                         N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  December 15, 1995.

                  (xii)  Form of Dated July, 1997 re: the:
                         *    DFA International Value Portfolio IV
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 16/17 to the 
                         Registration Statement on Form N-1A. 
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  June 20, 1997.

                  (xiii) Form of Dated July, 1997 re: the:
                         *    Emerging Markets Portfolio II.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 16/17 to    
                         the Registration Statement on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  June 20, 1997.  

<PAGE>

                  (xiv)  Dated December 8, 1998 re: the:
                         *    Tax-Managed U.S. Marketwide Value
                              Portfolio II
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        21/22 to the Registrant's
                                        Registration Statement on Form 
                                        N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   January 22, 1999.

               (4)  Client Service Agreements.
                  (i)    Form of re: the:
                         *    RWB/DFA Two-Year Corporate Fixed
                              Income Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment No.
                                        12/13 Registrant's Registration
                                        Statement on Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   December 15, 1995.

                  (ii)   Form of re: the:
                         *    RWB/DFA Two-Year Government
                              Portfolio.
                         INCORPORATED BY REFERENCE TO:                
                         Filing:        Post-Effective Amendment No.
                                        12/13 Registrant's Registration
                                        Statement on Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   December 15, 1995.

                  (iii)  Form of re: the:
                         *    RWB/DFA U.S. High Book-to-Market
                              Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment
                                        No. 12/13 to the Registrant's
                                        Registration Statement
                                        on Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   December 15, 1995.

               (5)  Form of Facility Agreement with DFA.
                    Previously filed with this registration statement and

<PAGE>

                    incorporated herein by reference.  

               (6)  Form of Services Agreement, dated as of July 1, 1994
                    between Charles Schwab & Co., Inc. and the
                    Registrant re: the:
                    *    U.S. Small Cap Portfolio II;
                    *    U.S. Large Cap Portfolio II; and
                    *    DFA International Value Portfolio II
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No.
                                   19/20 to Registrant's Registration
                                   Statement on Form N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   March 3, 1998.
          
               (7)  Form of Client Service Agreements between Reinhardt,
                    Werba, Bowen, Inc. ("RWB") and the Registrant.
                    (i)  Dated March 13, 1996 re: the:
                    *    RWB/DFA Two-Year Government
                         Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment
                                        No. 19/20 to Registrant's
                                        Registration Statement on 
                                        Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   March 3, 1998.

                    (ii) Dated March 13, 1996 re: the:
                         *    RWB/DFA Two-Year Corporate
                                        Fixed Income Portfolio
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment
                                        No. 19/20 to Registrant's
                                        Registration Statement on 
                                        Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   March 3, 1998.

                   (iii) Dated March 13, 1996 re: the:
                         *    RWB/DFA U.S. High Book to 
                                   Market Portfolio.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:        Post-Effective Amendment
                                        No. 19/20 to Registrant's

<PAGE>

                                        Registration Statement on 
                                        Form N-1A.
                         File Nos.:     33-33980 and 811-6067.
                         Filing Date:   March 3, 1998.

          (i)  Legal Opinion.
               INCORPORATED HEREIN BY REFERENCE TO:
               Filing:        Post-Effective Amendment No.
                              21/22 to the Registrant's
                              Registration Statement on Form 
                              N-1A.
               File Nos.:     33-33980 and 811-6067.
               Filing Date:   January 22, 1999.

          (j)  Other Opinions.
               (1)  Consent of PricewaterhouseCoopers LLP 
                    IS ELECTRONICALLY FILED HEREWITH
                    AS EXHIBIT EX-99.b11.

          (k)  Omitted Financial Statements.
               Not applicable.
          
          (l)  Initial Capital Agreements.
               Form of Subscription Agreement under Section 14(a)(3) 
               of the Investment of Investment Company Act of 1940, previously 
               filed with this registration statement and incorporated herein by
               reference.  
          
          (m)  Rule 12b-1 Plan.
               Not applicable.
          
          (n)  Financial Data Schedules. 
               Financial Data Schedules as of November 30, 1998 ARE 
               ELECTRONICALLY FILED HEREWITH AS EXHIBIT 
               EX-27.1-9 on behalf of the following series:

               (1)  The DFA 6-10 Institutional Portfolio;
               
               (2)  U.S. Large Cap Value Portfolio II; 
               
               (3)  DFA International Value Portfolio II; 
               
               (4)  U.S. 6-10 Value Portfolio II; 
               
               (5)  U.S. Large Cap Value Portfolio III; 

<PAGE>

               (6)  Tax-Managed U.S. Marketwide Value Portfolio II; 
               
               (7)  DFA International Value Portfolio III; 
               
               (8)  DFA International Value Portfolio IV; and 
               
               (9)  Emerging  Markets Portfolio II. 
               

          (o)  Rule 18f-3 Plan. 
               Not Applicable.

          (p)  Powers-of-Attorney.
               (1)  On behalf of the Registrant, dated July 18, 1997,
                    appointing David G. Booth, Rex A. Sinquefield, Michael
                    T. Scardina, Irene R. Diamant, Catherine L. Newell and
                    Stephen W. Kline, Esquire as attorneys-in-fact.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 17/18 to the
                                   Registrant's Registration Statement 
                                   on Form N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   October 1, 1997.

               (2)  On behalf of DFA Investment Trust Company, dated July
                    18, 1997, appointing David G. Booth, Rex A. Sinquefield,
                    Michael T. Scardina, Irene R. Diamant, Catherine L.
                    Newell and Stephen W. Kline, Esquire as attorneys-in-fact.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:        Post-Effective Amendment No. 17/18 to the
                                   Registrant's Registration Statement 
                                   on Form N-1A.
                    File Nos.:     33-33980 and 811-6067.
                    Filing Date:   October 1, 1997.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
          None.

ITEM 25.  INDEMNIFICATION.
          (a)  Reference is made to Section 1 of Article Ten of the Registrant's
          By-Laws (as approved through 12/20/95), incorporated herein by
          reference,

<PAGE>

          which provides for indemnification, as set forth below, with respect
          to Officers and Directors of the Corporation:
          (1)  The Corporation shall indemnify each Officer and Director
               made party to a proceeding, by reason of service in such
               capacity, to the fullest extent, and in the manner provided
               under Section 2-418 of the Maryland General Corporation Law:
               (i)  unless it is proved that the person seeking indemnification
                    did not meet the standard of conduct set forth in subsection
                    (b)(1) of such section; and
               (ii) provided, that the Corporation shall not indemnify any
                    Officer or Director for any liability to the
                    Corporation or its security holders arising from the willful
                    misfeasance, bad faith, gross negligence or reckless
                    disregard of the duties involved in the conduct of such
                    person's office.

          (2)  The provisions of clause (i) of paragraph (a) herein
               notwithstanding, the Corporation shall indemnify each
               Officer and Director against reasonable expenses incurred in
               connection with the successful defense of any proceeding to which
               such Officer or Director is a party by reason of service in such 
               capacity.

          (3)  The Corporation, in the manner and to the extent provided by
               applicable law, shall advance to each Officer and Director
               who is made party to a proceeding by reason of service in
               such capacity the reasonable expenses incurred by such
               person in connection therewith.

     (b)  Registrant's Articles of Incorporation, which are incorporated herein
          by reference, provide the following under Article Seventh:
          (1)  To the fullest extent that limitations on the liability of
               directors and officers are permitted by the Maryland General
               Corporation Law, as amended from time to time, no director
               or officer of the Corporation shall have any liability to
               the Corporation or its stockholders for money damages.  This
               limitation on liability applies to liabilities occurring for
               acts or omissions occurring at the time a person serves as a
               director or officer of the Corporation, whether or not such
               person is a director or officer at the time of any
               proceeding in which liability is asserted.

          (2)  Notwithstanding the foregoing, this Article SEVENTH shall
               not operate to protect any director or officer of the
               Corporation against any liability to the Corporation or its

<PAGE>

               stockholders to which such person would otherwise be subject
               by reason or willful misfeasance, bad faith, gross
               negligence, or reckless disregard of the duties involved in
               the conduct of such person's office.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
          (a)  Dimensional Fund Advisors Inc., with a principal place of
               business located at 1299 Ocean Drive, 11th Floor, Santa Monica,
               CA  90401, the investment manager for the Registrant, is also the
               investment manager for three other registered open-end investment
               companies, The DFA Investment Trust Company, Dimensional Emerging
               Markets Funds Inc. and DFA Investment Dimensions Group Inc. The
               Advisor also serves as sub-advisor for certain other registered
               investment companies. 

               The Advisor is engaged in the business of providing investment
               advice primarily to institutional investors.  For additional
               information, please see "Management of the Fund"
               in PART A and "Directors and Officers" in PART B of this
               Registration Statement. 

               Additional information as to the Advisor and the directors and
               officers of the Advisor is included in the Advisor's Form ADV
               filed with the Commission (File No. 801-16283), which is
               incorporated herein by reference and sets forth the officers and
               directors of the Advisor and information as to any business, 
               profession, vocation or employment or a substantial nature
               engaged in by those officers and directors during the past two
               years. 

ITEM 27.  PRINCIPAL UNDERWRITERS.
          (a)  Names of investment companies for which the Registrant's    
               principal underwriter also acts as principal underwriter.  
               Not applicable.
          (b)  Registrant distributes its own shares.  It has entered into an
               agreement with DFA Securities Inc. dated April 16, 1993, which
               provides that DFA Securities Inc., 1299 Ocean Avenue, 11th Floor,
               Santa Monica, CA  90401, will supervise the sale of Registrant's
               shares.  This agreement is subject to the requirements of  
               Section 15(b) of the Investment Company Act of 1940.
          (c)  Commissions and other compensation received by each principal
               underwriter who is not an affiliated person of the Registrant.  
               Not applicable.

<PAGE>

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS.
          The accounts and records of the Registrant are located at the office
          of theRegistrant and at additional locations, as follows:

          Name                                    Address
          ----                                    -------
          DFA Investment Dimensions Group Inc.    1299 Ocean Avenue
                                                  11th Floor
                                                  Santa Monica, CA  90401

          PFPC Inc.                               400 Bellevue Parkway,
                                                  Wilmington, DE 19809.

ITEM 29.  MANAGEMENT SERVICES.
          None.

ITEM 30.  UNDERTAKINGS.
          Not applicable.

<PAGE>

                                      SIGNATURES
   
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused Post-Effective Amendment No.
26/27 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica and State of
California on the 26 day of March, 1999.
    

                              DIMENSIONAL INVESTMENT GROUP INC.
                                        (Registrant)

                              By:  David G. Booth*
                                   David G. Booth, President
                                   (Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 26/27 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
   
Signature                     Title                    Date
David G. Booth*               Director and             March 26, 1999
David G. Booth                Chairman-Chief
                              Executive Officer
    
   
Rex A. Sinquefield*           Director and             March 26, 1999
Rex A. Sinquefield            Chairman-Chief
                              Investment Officer
    
   
Michael T. Scardina*          Chief Financial          March 26, 1999
Michael T. Scardina           Officer, Treasurer
                              and Vice President
    
   
George M. Constantinides*     Director                 March 26, 1999
George M. Constantinides
    
   
John P. Gould*                Director                 March 26, 1999
John P. Gould
    
   
Roger G. Ibbotson*            Director                 March 26, 1999
Roger G. Ibbotson
    
   
Merton H. Miller*             Director                 March 26, 1999
Merton H. Miller
    

<PAGE>
   
Myron S. Scholes*             Director                 March 26, 1999
Myron S. Scholes
    
     * By:     Catherine L. Newell
               Catherine L. Newell
               Attorney-in-Fact (Pursuant to a Power-of-Attorney)
<PAGE>

   
THE DFA INVESTMENT TRUST COMPANY consents to the filing of this Amendment to the
Registration Statement of Dimensional Investment Group Inc. which is signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Monica and State of California on the 26 day of March, 1999.
    
                              THE DFA INVESTMENT TRUST COMPANY
                                        (Registrant)

                              By:  David G. Booth*
                                   David G. Booth, President
                                   (Signature and Title)

The undersigned Directors and principal officers of THE DFA INVESTMENT TRUST
COMPANY consent to the filing of this Post-Effective Amendment No. 26/27 to the
Registration Statement of DFA Investment Dimensions Group Inc. on the dates
indicated.

Signature                     Title                    Date
   
David G. Booth*               Director and             March 26, 1999
David G. Booth                Chairman-Chief
                              Executive Officer
    

   
Rex A. Sinquefield*           Director and             March 26, 1999
Rex A. Sinquefield            Chairman-Chief
                              Investment Officer
    

   
Michael T. Scardina*          Chief Financial          March 26, 1999
Michael T. Scardina           Officer, Treasurer
                              and Vice President
    

   
George M. Constantinides*     Director                 March 26, 1999
George M. Constantinides
    

   
John P. Gould*                Director                 March 26, 1999
John P. Gould
    

   
Roger G. Ibbotson*            Director                 March 26, 1999
Roger G. Ibbotson
    

   
Merton H. Miller*             Director                 March 26, 1999
Merton H. Miller
    

   
Myron S. Scholes*             Director                 March 26, 1999
Myron S. Scholes
    

     * By:     Catherine L. Newell
               Catherine L. Newell
               Attorney-in-Fact (Pursuant to a Power-of-Attorney)

<PAGE>

                                    EXHIBIT INDEX

N-1A                EDGAR
Exhibit No.         Exhibit No.         Description
   
23(j)               EX-99.b11           Consent of PricewaterhouseCoopers LLP

23(n)                                   Financial Data Schedules
                                        Schedule dated November 30, 1998
                                        relating to the:

23(n)(1)            EX-99.b27.1         The DFA 6-10 Institutional Portfolio
23(n)(2)            EX-99.b27.2         U.S. Large Cap Value Portfolio II
23(n)(3)            EX-99.b27.3         DFA International Value Portfolio II 
23(n)(4)            EX-99.b27.4         U.S. 6-10 Value Portfolio II
23(n)(5)            EX-99.b27.5         U.S. Large Cap Value Portfolio III
23(n)(6)            EX-99.b27.6         DFA International Value Portfolio III
23(n)(7)            EX-99.b27.7         DFA International Value Portfolio IV
23(n)(8)            EX-99.b27.8         Emerging Markets Portfolio II
    

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment 
No. 26 (File No. 33-33980) under the Securities Act of 1933 and 
Post-Effective Amendment No. 27 (File No. 811-6067) under the Investment 
Company Act of 1940 to the Registration Statement on Form N-1A of Dimensional 
Investment Group Inc. of our reports for the Emerging Markets Portfolio II, 
DFA International Value Portfolio IV, DFA International Value Portfolio III, 
U.S. Large Cap Value Portfolio III, Tax-Managed U.S. Marketwide Value 
Portfolio II, DFA International Value Portfolio II, U.S. 6-10 Value Portfolio 
II, U.S. Large Cap Value Portfolio II, and DFA 6-10 Institutional Portfolio, 
collectively, the Portfolios, dated January 15, 1999, on our audits of the 
financial statements and financial highlights of the Portfolios of the 
Dimensional Investment Group Inc. and The DFA Investment Trust Company as of 
November 30, 1998 and for the respective periods then ended, which reports 
are included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.



PricewaterhouseCoopers LLP


2400 Eleven Penn Center
Philadelphia, PA
March 29, 1999

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<PAGE>
<ARTICLE> 6
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<NAME> DIMENSIONAL INVESTMENT GROUP INC.
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   <NUMBER> 04
   <NAME> 6-10 VALUE PORTFOLIO II
       
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<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP INC.
<SERIES>
   <NUMBER> 08
   <NAME> DFA LARGE CAP PORTFOLIO III
       
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<PAGE>
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<NAME> DIMENSIONAL INVESTMENT GROUP INC.
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<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP INC.
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   <NUMBER> 13
   <NAME> DFA INTERNATIONAL VALUE PORTFOLIO IV
       
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<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP INC.
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   <NUMBER> 12
   <NAME> DFA EMERGING MARKETS PORTFOLIO II
       
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