DIMENSIONAL INVESTMENT GROUP INC/, 485APOS, 2000-04-26

DIMENSIONAL INVESTMENT GROUP INC/
485APOS, 2000-04-26

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<PAGE>

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. 30 [X]

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 31 [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
Dimensional Investment Group Inc.
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
-----------------------------------------------------------------
(Name and Address of Agent for Service)

Please send copies of all communications to:

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

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

immediately upon filing pursuant to paragraph (b).
- -----
on (date) pursuant to paragraph (b)
- -----
60 days after filing pursuant to paragraph (a)(1)
- -----
on (date) pursuant to paragraph (a)(1)
- -----
X 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

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

U.S. Large Company Portfolio K
U.S. Large Cap Value Portfolio K
U.S. 4-10 Value Portfolio K
U.S. 6-10 Small Company Portfolio K
DFA International Value Portfolio K
Emerging Markets Portfolio K
DFA One-Year Fixed Income Portfolio K
DFA Two-Year Global Fixed Income Portfolio K
<PAGE>
P R O S P E C T U S

JULY , 2000

PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.

DIMENSIONAL INVESTMENT GROUP INC.

Dimensional Investment Group Inc. is a mutual fund that offers a variety of
investment portfolios.
Each of the Fund's Portfolios has its own investment objective and
policies, and is the
equivalent of a separate mutual fund. The Portfolios described in
this Prospectus:
Are generally available only to 401(k) plans
or other similar retirement plans.
Do not charge sales commissions or loads.
Are designed for long-term
investors.

PORTFOLIOS FOR INVESTORS SEEKING TO INVEST IN:

DOMESTIC EQUITY SECURITIES

<TABLE>
<S> <C>
U.S. Large Company Portfolio K U.S. 4-10 Value Portfolio K
U.S. Large Cap Value Portfolio U.S. 6-10 Small Company
K Portfolio K
</TABLE>

<TABLE>
<S> <C>
INTERNATIONAL EQUITY SECURITIES

DFA International Value Emerging Markets Portfolio K
Portfolio K
</TABLE>

FIXED INCOME SECURITIES
<TABLE>
<S> <C>

DFA One-Year Fixed Income DFA Two-Year Global Fixed
Portfolio K Income Portfolio K
</TABLE>

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>
<CAPTION>
PAGE
<S> <C>
RISK/RETURN SUMMARY......................................... 1

HIGHLIGHTS ABOUT ALL THE PORTFOLIOS....................... 1
MANAGEMENT................................................ 1
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS............... 2
OTHER RISKS............................................... 4
RISK AND RETURN BAR CHARTS AND TABLES..................... 5

FEES AND EXPENSES........................................... 11

SECURITIES LENDING REVENUE.................................. 12

HIGHLIGHTS.................................................. 12

U.S. LARGE COMPANY PORTFOLIO K.............................. 13

STANDARD & POORS--INFORMATION AND DISCLAIMERS............... 14

U.S. VALUE PORTFOLIOS....................................... 14

U.S. 6-10 SMALL COMPANY PORTFOLIO K......................... 15

DFA INTERNATIONAL VALUE PORTFOLIO K......................... 16

EMERGING MARKETS PORTFOLIO K................................ 17

FIXED INCOME PORTFOLIOS..................................... 19

PORTFOLIO TRANSACTIONS--EQUITY PORTFOLIOS................... 23

SECURITIES LOANS............................................ 23

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING.............. 23

MANAGEMENT OF THE FUNDS..................................... 24

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES............ 25

ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS......... 25

PURCHASE OF SHARES.......................................... 26

VALUATION OF SHARES......................................... 26

EXCHANGE OF SHARES.......................................... 28

REDEMPTION OF SHARES........................................ 29

THE MASTER-FEEDER STRUCTURE................................. 29

FINANCIAL HIGHLIGHTS........................................ 30

SERVICE PROVIDERS........................................... 39
</TABLE>

i
<PAGE>
RISK/RETURN SUMMARY

HIGHLIGHTS ABOUT ALL THE PORTFOLIOS
- ---------------------------------

THE PORTFOLIOS HAVE SPECIAL STRUCTURES: The Portfolios, called "Feeder
Portfolios," 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. As a result, a Feeder Portfolio might encounter operational or other
complications. While this structure is designed to reduce costs, it may not do
so.
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.

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

INVESTMENT APPROACH -- DOMESTIC AND INTERNATIONAL
- --------------------------------------------------

EQUITY PORTFOLIOS
- ----------------

The Advisor believes that equity investing should involve a long-term view and a
focus on asset class (e.g., small company stocks in general) selection, not
individual 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.

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

U.S. Large Company Portfolio K buys a Master Fund that is managed differently.
Because this Master Fund is an index fund, its only criteria for holding a stock
is whether the stock is in the S&P 500-Registered Trademark- Index.

The Master Funds in which the U.S. Large Cap Value Portfolio K, U.S. 4-10 Value
Portfolio K and U.S. 6-10 Small Company Portfolio K invest 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.
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.

1
<PAGE>
2. Combining two or more of these deciles into a market cap segment or range.

3. Generally, considering a stock (it may not necessarily be NYSE traded) for
purchase only if its market capitalization falls within the range created.

The U.S. Large Cap Value Portfolio K's Master Fund buys stocks with market caps
in the range defined by stocks in NYSE deciles 1 through 5. Similarly, U.S. 4-10
Value Portfolio K's Master Fund buys stocks with market caps in the range
defined by stocks in NYSE deciles 4 through 10, and U.S. 6-10 Small Company
Portfolio K's Master Fund buys stocks with market caps in the range defined by
stocks in NYSE deciles 6 through 10; thus their names.

INVESTMENT APPROACH -- FIXED INCOME PORTFOLIOS
- ----------------------------------------------

Generally, the Advisor structures a portfolio by:

1. Setting a maturity range.

2. Implementing the Advisor's quality and eligibility guidelines.

3. Purchasing securities with a view to maximizing returns.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
- -----------------------------------------

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
Master Funds that own them, to rise or fall. Fixed income Master Funds are
particularly sensitive to changing interest rates.

DOMESTIC EQUITY PORTFOLIOS:

U.S. LARGE COMPANY PORTFOLIO K
- ----------------------------

- - INVESTMENT OBJECTIVE: Produce returns similar to those of the
S&P 500-Registered Trademark- Index.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that invests in S&P
500-Registered Trademark- Index stocks in about the same proportions as they
are found in the S&P 500-Registered Trademark- Index.

ABOUT THE S&P 500-REGISTERED TRADEMARK- INDEX: The Standard & Poor's 500
Composite Stock Price Index is market capitalization weighted. Its performance
is usually cyclical because it reflects periods when stock prices generally rise
or fall.

2
<PAGE>
THE U.S. VALUE PORTFOLIOS
- ----------------------

U.S. LARGE CAP VALUE PORTFOLIO K
U.S. 4-10 VALUE PORTFOLIO K

- - INVESTMENT OBJECTIVE(S): Long-term capital appreciation.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that purchases value stocks
of U.S. 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 K -- Large capitalization stocks.

- U.S. 4-10 Value Portfolio K -- Mid and small capitalization issues.
"VALUE STOCKS": Compared to other stocks, value stocks sell for low prices
relative to their earnings, dividends and book value.

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

MARKET RISK: Although securities of larger firms fluctuate relatively less,
economic, political and issuer specific events will cause the value of all
securities to fluctuate.

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.

U.S. 6-10 SMALL COMPANY PORTFOLIO K
- --------------------------------

- - INVESTMENT OBJECTIVE: Long-term capital appreciation.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that purchases small and
very small company stocks using a market cap weighted approach.

RISK OF VERY SMALL COMPANIES: Securities of very small firms are often less
liquid than those of larger companies. As a result, the stocks of very small
companies may fluctuate more in price than the stocks of larger companies.

INTERNATIONAL EQUITY PORTFOLIOS:

DFA INTERNATIONAL VALUE PORTFOLIO K

- - INVESTMENT OBJECTIVE: Long-term capital appreciation.
Most Portfolios and Master Funds do not hedge their foreign currency risks.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that purchases value stocks
of large non-U.S. companies on a market capitalization weighted basis in each
country in which the Master Fund invests.

EMERGING MARKETS PORTFOLIO K

- - INVESTMENT OBJECTIVE: Long-term capital appreciation.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that buys stocks of larger
emerging market companies.
EMERGING MARKETS are countries with less developed economies not yet at the
level of the world's mature economies.

FOREIGN SECURITIES AND CURRENCIES RISK -- DFA INTERNATIONAL VALUE AND EMERGING
MARKETS PORTFOLIOS: 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

3
<PAGE>
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 RISK -- EMERGING MARKETS PORTFOLIO K: Numerous emerging market
countries have recently experienced serious, and potentially continuing,
economic and political problems. Stock markets in many emerging market countries
are relatively small, expensive and risky. Foreigners are often limited in their
ability to invest in, and withdraw their assets from, these markets. Additional
restrictions may be imposed under emergency conditions. Risks generally
associated with foreign securities and currencies also apply.

FIXED INCOME PORTFOLIOS:

DFA ONE-YEAR FIXED INCOME PORTFOLIO K

- - INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
quality fixed income investments with an average maturity of one year or
less.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that generally invests in
high quality obligations maturing in one year or less. The Master Fund may,
however, take a large position in higher yielding securities maturing within
two years. It also intends to concentrate its investments in the banking
industry if particular conditions occur.

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K

- - INVESTMENT OBJECTIVE: Maximize total return available from a universe of high
quality fixed income instruments maturing in two years or less.

- - INVESTMENT STRATEGY: Buy shares of a Master Fund that buys debt instruments
with maturities of two years or less. Issuers may include the U.S. and other
national governments, supranational organizations (e.g., the World Bank) and
domestic and foreign corporations. The Master Fund hedges all foreign
currency risks. It also intends to concentrate its investments in the banking
industry if particular conditions occur.

RISK OF BANKING CONCENTRATION: Focus on the banking industry would link the
performance of the DFA One-Year Fixed Income Portfolio K and the DFA Two-Year
Global Fixed Income Portfolio K to changes in performance of the banking
industry generally. For example, a change in the market's perception of the
riskiness of banks compared to non-banks would cause the Portfolios' values to
fluctuate.

OTHER RISKS
- -----------

DERIVATIVES:
- ----------

Derivatives are securities, such as futures contracts, whose values are derived
from those 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). DFA
Two-Year Global Fixed Income Portfolio K's Master Fund uses foreign currency
contracts to hedge foreign currency risks. The International Equity Portfolios'
Master

4
<PAGE>
Funds may also hedge foreign currency risks. Hedging with derivatives may
increase expenses, and there is no guarantee that a hedging strategy will work.

SECURITIES LENDING:
- ----------------

The Master Funds 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.

RISK AND RETURN BAR CHARTS AND TABLES
- --------------------------------------

The Bar Charts and Tables below illustrate the variability of each Master Fund's
returns, and are meant to provide some indication of the risks of investing in
the Portfolios. Because the Portfolios are new, the returns shown in the Bar
Charts and Tables are for the corresponding Master Funds and have been adjusted
to reflect the anticipated expenses of the Portfolios. Shown are changes in
performance from year to year, and how annualized 1 year, 5 years, and 10 years
(or since inception if shorter) returns compare with those of broad measures of
market performance. Past performance is not an indication of future results.
Reimbursement fees applicable to purchases of shares in the Emerging Markets
Portfolio K are not reflected in the Bar Chart. If these fees were reflected,
your returns in the Emerging Markets Portfolio K would be less than those shown
in the Bar Chart.

5
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

U.S. LARGE COMPANY PORTFOLIO K

<TABLE>
<CAPTION>
TOTAL RETURNS (%)
<S> <C>
1991 29.80
1992 7.05
1993 9.34
1994 1.03
1995 36.74
1996 22.32
1997 32.75
1998 28.36
1999 20.49
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1991-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
21.42 (10/98-12/98) -9.93 (7/98-9/98)
Periods ending December 31, 1999
</TABLE>

<TABLE>
<CAPTION>
ONE FIVE SINCE 1/91
ANNUALIZED RETURNS (%) YEAR YEARS INCEPTION
<S> <C> <C> <C>
U.S. Large Company Portfolio 20.49 27.98 20.28
S&P 500 Index 21.03 28.55 20.85
</TABLE>

<TABLE>
<CAPTION>
U.S. LARGE CAP VALUE PORTFOLIO K
TOTAL RETURNS (%)
<S> <C>
1994 -4.78
1995 38.03
1996 19.92
1997 27.82
1998 11.70
1999 4.54
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1994-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
16.78 (10/98-12/98) -17.08 (7/98-9/98)
</TABLE>

PERIODS ENDING DECEMBER 31, 1999 ONE FIVE SINCE 4/93
ANNUALIZED RETURNS (%) YEAR YEARS INCEPTION
<S> <C> <C> <C>
U.S. Large Cap Portfolio 4.54 19.83 14.75
Russell 1000 Value Index 7.35 23.08 17.57
</TABLE>

<TABLE>
<CAPTION>
U.S. 4-10 VALUE PORTFOLIO K
TOTAL RETURNS (%)
<S> <C>
1999 6.58
</TABLE>

FEBRUARY 1998-DECEMBER 1999 LOWEST QUARTER
HIGHEST QUARTER
PERIODS ENDING DECEMBER 31, 1999 ONE SINCE 4/93
ANNUALIZED RETURNS (%) YEAR INCEPTION
<S> <C> <C>
U.S. 4-10 Value Portfolio 6.58 -4.31
Russell 2000 Value Index -1.49 -6.44
</TABLE>

6
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

U.S. 6-10 SMALL COMPANY PORTFOLIO K

<TABLE>
<CAPTION>
TOTAL RETURNS (%)
<S> <C>
1993 13.38
1994 -1.59
1995 29.86
1996 17.38
1997 23.93
1998 -5.78
1999 25.11
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1993-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
19.99 (4/99-6/99) -22.09 (7/98-9/98)
</TABLE>

PERIODS ENDING DECEMBER 31, 1999 ONE FIVE SINCE 4/92
ANNUALIZED RETURNS (%) YEAR YEARS INCEPTION
<S> <C> <C> <C>
U.S. 6-10 Small Company Portfolio 25.11 17.36 13.93
Russell 2000 Index 21.26 16.70 14.12
</TABLE>

7
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DFA INTERNATIONAL
VALUE PORTFOLIO K

<TABLE>
<CAPTION>
TOTAL RETURNS (%)
<S> <C>
1995 11.21
1996 7.54
1997 -3.38
1998 14.58
1999 16.00
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1995-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
17.91 (1/98-3/98) -16.89 (7/98-9/98)
</TABLE>

<TABLE>
<CAPTION>
PERIODS ENDING DECEMBER 31, 1999
ANNUALIZED RETURNS (%) ONE YEAR FIVE YEARS SINCE 3/94 INCEPTION
<S> <C> <C> <C>
DFA International Value Portfolio 16.00 8.96 7.86
MSCI EAFE Index (net dividends) 26.91 12.82 10.83
</TABLE>

8
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

EMERGING MARKETS PORTFOLIO K

<TABLE>
<CAPTION>
TOTAL RETURNS (%)
<S> <C>
1995 1.89
1996 11.12
1997 -19.13
1998 -9.67
1999 71.30
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1995-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
31.59 (10/98-12/98) -22.00 (7/98-9/98)
</TABLE>

PERIODS ENDING DECEMBER 31, 1999 ONE FIVE SINCE 5/94
ANNUALIZED RETURNS (%) YEAR YEARS INCEPTION
<S> <C> <C> <C>
Emerging Markets Portfolio 71.30 7.22 7.19
MSCI Emerging Markets Free Index 63.69 -0.14 0.39
</TABLE>

9
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DFA ONE-YEAR FIXED
INCOME PORTFOLIO K

<TABLE>
<CAPTION>
TOTAL RETURNS (%)
<S> <C>
1990 8.82
1991 8.46
1992 4.92
1993 4.15
1994 2.21
1995 7.71
1996 5.51
1997 5.72
1998 5.42
1999 4.33
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1990-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
2.52 (1/95-3/95) 0.26 (1/94-3/94)
</TABLE>

<TABLE>
<CAPTION>
PERIODS ENDING DECEMBER 31, 1999
ANNUALIZED RETURNS (%) ONE YEAR FIVE YEARS TEN YEARS
<S> <C> <C> <C>
DFA One-Year Fixed Income Portfolio 4.33 5.73 5.71
Three-Month U.S. Treasury Bills 4.83 5.35 5.29
Merrill Lynch U.S. Corporate &
Government 1-3 Years Index 3.26 6.58 6.68
</TABLE>

<TABLE>
<CAPTION>
DFA TWO-YEAR GLOBAL
FIXED INCOME PORTFOLIO K
TOTAL RETURNS (%)
<S> <C>
1997 5.61
1998 6.21
1999 4.31
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1997-DECEMBER 1999
HIGHEST QUARTER LOWEST QUARTER
<S> <C>
2.00 (4/97-6/97) 0.99 (4/99-6/99)
</TABLE>

<TABLE>
<CAPTION>
PERIODS ENDING DECEMBER 31, 1999
ANNUALIZED RETURNS (%) ONE YEAR SINCE 3/96 INCEPTION
DFA TWO-YEAR GLOBAL
<S> <C> <C>
Fixed Income Portfolio 4.31 5.81
Merrill Lynch 1-3 Years
Government Index 3.26 5.61
</TABLE>

10
<PAGE>
FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
shares of the Portfolios.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

REIMBURSEMENT FEES (AS PERCENTAGE OF OFFERING PRICE)(1)

Emerging Markets Portfolio K ........................................ 0.50%

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

(1) Reimbursement fees are charged to purchasers of shares and paid to the
Emerging Markets Portfolio K, except in the case of certain purchases
permitted to be made by exchange. (See "EXCHANGE OF SHARES.") The
reimbursement fees serve to offset costs incurred by the Portfolio when
investing the proceeds from the sale of its shares. (See "VALUATION OF
SHARES-Public Offering Price" for a more complete description of
reimbursement fees.) The corresponding Master Fund charges a reimbursement
fee to purchasers of shares equal to the reimbursement fee charged by the
Portfolio as set forth above.

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

<TABLE>
<CAPTION>
TOTAL
OTHER ANNUAL
ANNUAL FUND OPERATING EXPENSES MANAGEMENT EXPENSES OPERATING
(AS A PERCENTAGE OF AVERAGE NET ASSETS) FEE(2) (3) EXPENSES
- ------------------------------------------------------------ ---------- -------- ---------
<S> <C> <C> <C>
U.S. Large Company Portfolio K.............................. 0.40% 0.47% 0.87%
U.S. Large Cap Value Portfolio K............................ 0.50% 0.29% 0.79%
U.S. 4-10 Value Portfolio K................................. 0.65% 0.46% 1.11%
U.S. 6-10 Small Company Portfolio K......................... 0.60% 0.41% 1.01%
DFA International Value Portfolio K......................... 0.65% 0.37% 1.02%
Emerging Markets Portfolio K................................ 0.75% 0.89% 1.64%
DFA One-Year Fixed Income Portfolio K....................... 0.40% 0.41% 0.81%
DFA Two-Year Global Fixed Income Portfolio K................ 0.40% 0.47% 0.87%
</TABLE>

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

(2) The "Management Fee" includes an investment advisory fee payable by the
Master Fund and an administration fee payable by the Portfolio. From the
administration fee that it receives from each Portfolio, the Advisor
compensates service agents that provide shareholder servicing,
recordkeeping, account maintenance and other services to 401(k) plan
shareholders and their plan participants, in an amount up to 0.25% of the
Portfolio's average net assets.

(3) "Other Expenses" are annualized estimates based on anticipated fees and
expenses payable by both the Master Fund and the Portfolio through the
fiscal year ending November 30, 2000.

11
<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 specified 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 current
reimbursement fees apply. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- --------
<S> <C> <C>
U.S. Large Company Portfolio K.............................. $ 89 $278
U.S. Large Cap Value Portfolio K............................ $ 81 $252
U.S. 4-10 Value Portfolio K................................. $113 $353
U.S. 6-10 Small Company Portfolio K......................... $103 $322
DFA International Value Portfolio K......................... $104 $325
Emerging Markets Portfolio K................................ $216 $565
DFA One-Year Fixed Income Portfolio K....................... $ 83 $259
DFA Two-Year Global Fixed Fund Income Portfolio K........... $ 89 $278
</TABLE>

The Example summarizes the aggregate annual operating expenses of both the
Portfolios and their corresponding Master Funds. Because the Portfolios are new,
the Example is based on the Portfolios' anticipated expenses for their current
fiscal year and does not extend over five- and ten-year periods.

SECURITIES LENDING REVENUE

For the fiscal year ended November 30, 1999, 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 each Master Fund
(See "SECURITIES LOANS").

<TABLE>
<CAPTION>
PERCENTAGE
OF NET
NET REVENUE ASSETS
----------- ----------
<S> <C> <C>
U.S. Large Company.......................................... $ 115,000 0.01%
U.S. Large Cap Value........................................ $ 57,000 0.00%
U.S. 4-10 Value............................................. $ 88,000 0.03%
U.S. 6-10 Small Company..................................... $ 688,000 0.12%
DFA International Value..................................... $1,324,000 0.08%
</TABLE>

HIGHLIGHTS

MANAGEMENT AND ADMINISTRATIVE SERVICES

The Advisor serves as investment advisor to each Master Fund. Dimensional
Fund Advisors Ltd. and DFA Australia Limited provide consulting services to the
Advisor with respect to DFA International Value Portfolio K's Master Fund. The
Advisor provides each Portfolio with certain administrative services. (See
"MANAGEMENT OF THE FUNDS.")

12
<PAGE>
DIVIDEND POLICY

<TABLE>
<CAPTION>
PORTFOLIO/MASTER FUND YEARLY QUARTERLY MONTHLY
- --------------------- -------- --------- --------
<S> <C> <C> <C>
U.S. Large Company X
U.S. Large Cap Value X
U.S. 4-10 Value X
U.S. 6-10 Small Company X
DFA International Value X
Emerging Markets X
DFA One-Year Fixed Income X
DFA Two-Year Global Fixed Income X
</TABLE>

PURCHASE, VALUATION AND REDEMPTION OF SHARES

The shares of the Portfolios (except the Emerging Markets Portfolio K) are
sold at net asset value. The redemption price of the shares of all of the
Portfolios is equal to the net asset value of their shares. Shares of the
Emerging Markets Portfolio K may be purchased at a public offering price that is
equal to the net asset value of its shares, plus a reimbursement fee. The
reimbursement fee is used to defray the costs associated with investment of the
proceeds from the sale of its shares.

The value of the shares issued by each Portfolio will fluctuate in relation
to the investment experience of the Master Fund in which such Portfolio invests.
Unlike shares of money market funds, the shares of the Fixed Income Portfolios
will tend to reflect fluctuations in interest rates because their corresponding
Master Funds do not seek to stabilize the price of their shares by use of the
"amortized cost" method of securities valuation. (See "PURCHASE OF SHARES,"
"VALUATION OF SHARES" and "REDEMPTION OF SHARES.")

ELECTRONIC SHAREHOLDER INFORMATION

The Portfolios are designed specifically for on-line investors, in order to
keep costs to a minimum. An investor, when opening an account, must consent to
the acceptance of all shareholder information (prospectuses and annual and
semi-annual reports) about the Portfolios through e-mail and access to the
Portfolios' web site at www.dfafunds.com.

U.S. LARGE COMPANY PORTFOLIO K

INVESTMENT OBJECTIVE AND POLICIES

U.S. Large Company Portfolio K seeks, as its investment objective, to
approximate the investment performance of the S&P 500-Registered Trademark-
Index, in terms of its total investment return. The Portfolio invests all of its
assets in U.S. Large Company Series (the "U.S. Large Company Master Fund") of
the DFA Investment Trust Company (the "Trust"), which has the same investment
objective and policies as the Portfolio. The U.S. Large Company Master Fund
intends to invest in all of the stocks that comprise the S&P
500-Registered Trademark- Index in approximately the same proportions as they
are represented in the Index. The amount of each stock purchased for the U.S.
Large Company Master Fund, therefore, will be based on the issuer's respective
market capitalization. The S&P 500-Registered Trademark- Index is comprised of a
broad and diverse group of stocks most of which are traded on the NYSE.
Generally, these are the U.S. stocks with the largest market capitalizations
and, as a group, they represent approximately 70% of the total market
capitalization of all publicly traded U.S. stocks. Under normal market
conditions, at least 95% of the U.S. Large Company Master Fund's assets will be
invested in the stocks that comprise the S&P 500-Registered Trademark- Index.

The U.S. Large Company Master Fund may also acquire stock index futures
contracts and options thereon in order to commit funds awaiting investment in
stocks or to maintain cash liquidity. To the extent

13
<PAGE>
that this Master Fund invests in stock index futures contracts and options
thereon for other than bona fide hedging purposes, the Master Fund will not
purchase such futures contracts or options if as a result more than 5% of its
net assets would then consist of initial margin deposits and premiums required
to establish such contracts or options.

Ordinarily, portfolio securities will not be sold except to reflect
additions or deletions of the stocks that comprise the S&P
500-Registered Trademark- Index, including mergers, reorganizations and similar
transactions and, to the extent necessary, to provide cash to pay redemptions of
the U.S. Large Company Master Fund's shares.

STANDARD & POORS--INFORMATION AND DISCLAIMERS

Neither the U.S. Large Company Portfolio K nor the U.S. Large Company Master
Fund are sponsored, endorsed, sold or promoted by Standard & Poor's Ratings
Group, a division of The McGraw Hill Companies ("S&P"). S&P makes no
representation or warranty, express or implied, to the owners of the U.S. Large
Company Portfolio K or the U.S. Large Company Master Fund or any member of the
public regarding the advisability of investing in securities generally or in the
U.S. Large Company Portfolio K or the U.S. Large Company Master Fund
particularly or the ability of the S&P 500-Registered Trademark- Index to track
general stock market performance. S&P's only relationship to the U.S. Large
Company Portfolio K and the U.S. Large Company Master Fund is the licensing of
certain trademarks and trade names of S&P and of the S&P
500-Registered Trademark- Index which is determined, composed and calculated by
S&P without regard to the U.S. Large Company Portfolio K or the U.S. Large
Company Master Fund. S&P has no obligation to take the needs of the U.S. Large
Company Portfolio K, the U.S. Large Company Master Fund or their respective
owners into consideration in determining, composing or calculating the S&P
500-Registered Trademark- Index. S&P is not responsible for and has not
participated in the determination of the prices and amount of the U.S. Large
Company Portfolio K or the U.S. Large Company Master Fund or the issuance or
sale of the U.S. Large Company Portfolio K or the U.S. Large Company Master Fund
or in the determination or calculation of the equation by which the U.S. Large
Company Portfolio K or the U.S. Large Company Master Fund is to be converted
into cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the U.S. Large Company Portfolio K or
the U.S. Large Company Master Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500-Registered Trademark- INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE
NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS
OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P
500-Registered Trademark- INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
S&P 500-Registered Trademark- INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

U.S. VALUE PORTFOLIOS

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the U.S. Large Cap Value Portfolio K and U.S.
4-10 Value Portfolio K is to achieve long-term capital appreciation. These
Portfolios will pursue their investment objectives by investing all of their
assets in the U.S. Large Cap Value Series (the "Large Cap Value Master Fund")
and the U.S. 4-10 Value Series (the "4-10 Value Master Fund") of the Trust,
respectively. These Master Funds are collectively called the "U.S. Value Master
Funds." Each of the U.S. Value Master Funds has the same

14
<PAGE>
investment objective and policies as its corresponding U.S. Value Portfolio.
Ordinarily, each of the U.S. Value Master Funds will invest at least 80% of its
assets in a broad and diverse group of readily marketable common stocks of 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").
In measuring value, the Advisor may consider additional factors such as cash
flow, economic conditions and developments in the issuer's industry. Generally,
a company's shares will be considered to have a high book to market ratio and
thus will be considered eligible for investment 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.

The Large Cap Value Master Fund will purchase common stocks of companies
whose market capitalizations equal or exceed that of the company having the
median market capitalization of companies whose shares are listed on the NYSE.
The 4-10 Value Master Fund will purchase common stocks of companies whose market
capitalizations are equal to the market capitalizations of companies in the 4th
through 10th deciles of those companies listed on the NYSE. With respect to the
9th and 10th deciles, the 4-10 Value Master Fund may limit purchases of such
common stocks to those times when it is advantageous to do so.

PORTFOLIO CONSTRUCTION

The U.S. Value Master Funds will purchase securities that are listed on the
principal U.S. national securities exchanges or traded on the over-the-counter
market ("OTC"). Each of the U.S. Value Master Funds 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 each of the U.S. Value Master Funds is keyed to that security's market
capitalization compared to all securities eligible for purchase. On not less
than a semi-annual basis, the Advisor will calculate the book to market ratio
necessary to determine those companies whose stock may be eligible for
investment by each of the U.S. Value Master Funds.

The Large Cap Value Master Fund may sell portfolio securities when an
issuer's market capitalization falls substantially below that of the issuer with
the minimum market capitalization which is then eligible for purchase by that
Master Fund. The 4-10 Value 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 that Master Fund.

In addition, the Large Cap Value Master Fund may sell portfolio securities
when their book to market ratios fall substantially below that of the security
with the lowest such ratio that is then eligible for purchase by that Master
Fund. The 4-10 Value Master Fund may also sell portfolio securities in the same
circumstances, however, it 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.

U.S. 6-10 SMALL COMPANY PORTFOLIO K

INVESTMENT OBJECTIVE AND POLICIES

The U.S. 6-10 Small Company Portfolio K invests all of its assets in the
U.S. 6-10 Small Company Series of the Trust (the "U.S. Small Company Master
Fund"), which has the same investment objective and policies as the Portfolio.
Both the Portfolio and Master Fund have an investment objective to achieve long-
term capital appreciation. The U.S. Small Company Master Fund invests in
securities of small U.S. companies generally having readily marketable
securities. Company size will be determined 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 outstanding common
stock.

15
<PAGE>
The U.S. Small Company Master Fund will invest at least 80% of its assets in
equity securities of U.S. small companies and will be structured to reflect
reasonably the relative market capitalizations of its portfolio companies.
References 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 Advisor believes
that over the long term the investment performance of small companies is
superior to large companies. 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 U.S. Small Company Master Fund, may participate
indirectly in the investment performance of these companies through ownership of
a Portfolio's stock.

The U.S. Small Company Master Fund will purchase common stocks of companies
whose shares are listed on the NYSE, the American Stock Exchange (the "AMEX") or
traded OTC. The U.S. Small Company Master Fund may invest in securities of
foreign issuers which are traded in the U.S. securities markets, but such
investments may not exceed 5% of its gross assets. Generally, it is the
intention of the U.S. Small Company Master Fund to acquire a portion of the
common stock of an 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 U.S. Small Company 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
net assets at the time of purchase.

PORTFOLIO CONSTRUCTION

The U.S. Small Company 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
U.S. Small Company 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 investment involves greater risk than investing in a large number of them.
Even though a company's stock may meet the applicable market capitalization
criterion, it may not be purchased if: (1) in the Advisor's judgment, the issuer
is in extreme financial difficulty, (2) the issuer is involved in a merger or
consolidation or is the subject of an acquisition or (3) a significant portion
of the issuer's securities are closely held. Further, securities of real estate
investment trusts will be excluded (except as part of a merger, consolidation or
acquisition of assets).

On a periodic basis, the Advisor will review the holdings of the U.S. Small
Company Master Fund and determine which, at the time of such review, are no
longer considered small companies.

DFA INTERNATIONAL VALUE PORTFOLIO K

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of DFA International Value Portfolio K is to
achieve long-term capital appreciation. The Portfolio invests all of its assets
in the DFA International Value Series of the Trust (the "International Value
Master Fund"), which has the same investment objective and policies as the
Portfolio. The International Value Master Fund seeks to achieve its objective by
investing in the stocks of large non-U.S. companies that 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"). In measuring value, the Advisor may
consider additional factors

16
<PAGE>
such as cash flow, economic conditions and developments in the issuer's
industry. 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,
except as described below, will be considered eligible for investment. The
International Value Master Fund intends to invest in the stocks of large
companies in countries with developed markets. As of the date of this
prospectus, the International Value 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,
Portugal, 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.

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

PORTFOLIO CONSTRUCTION

As of the date of this prospectus, the International Value Master Fund
intends to invest in companies having at least $800 million of market
capitalization, and the Master Fund will be approximately market capitalization
weighted. The Advisor may reset such floor from time to time to reflect changing
market conditions. In determining market capitalization weights, the Advisor,
using its best judgment, will seek to eliminate the effect of cross holdings on
the individual country weights. As a result, the weighting of certain countries
in the International Value 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, over a
long term, offer a prudent opportunity for capital appreciation, but, at the
same time, selecting a limited number of such issues for inclusion in the
International Value Master Fund involves greater risk than including a large
number of them. The Advisor does not anticipate that a significant number of
securities which meet the market capitalization criteria will be selectively
excluded from the International Value Master Fund.

EMERGING MARKETS PORTFOLIO K

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Emerging Markets Portfolio K is to achieve
long-term capital appreciation. The Emerging Markets Portfolio K invests all of
its assets in the Emerging Markets Series of the Trust (the "Emerging Markets
Master Fund"), which has the same investment objective and policies as the
Portfolio. The Emerging Markets Master Fund seeks to achieve its investment
objective by investing in emerging markets designated by the Investment
Committee of the Advisor ("Approved Markets"). The Emerging Markets Master Fund
invests its assets primarily in Approved Market equity securities listed on bona
fide securities exchanges or actively traded on 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 or American Depository Receipts.

The Emerging Markets Master Fund will seek a broad market coverage of larger
companies within each Approved Market. The Master Fund 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

17
<PAGE>
such capitalization, and can be as large as 75%. The Master Fund may limit the
market coverage in the smaller emerging markets in order to limit purchases of
small market capitalization companies.

The Emerging Markets Master Fund may not invest in all such companies or
Approved Markets or achieve approximate market weights, for reasons that include
constraints imposed within Approved Markets, restrictions on purchases by
foreigners, and the Master Fund's policy not to invest more than 25% of its
assets in any one industry.

Under normal market conditions, the Emerging Markets Master Fund will invest
at least 65% of its assets in Approved Market securities. Approved Market
securities are defined to be: (1) securities of companies organized in a country
in an Approved Market or for which the principal trading market is in an
Approved Market, (2) securities issued or guaranteed by the government of an
Approved Market country, its agencies or instrumentalities, or the central bank
of such country, (3) securities denominated in an Approved Market currency
issued by companies to finance operations in Approved Markets, (4) 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
(5) Approved Markets equity securities in the form of depository 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 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, relative availability of investor
information, government regulation, including fiscal and foreign exchange
repatriation rules and the availability of other access to these markets for the
Emerging Markets Master Fund.

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

The Emerging Markets Master Fund 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 not less than
50%, of their total revenues from either goods and services produced in, or
sales made in, Approved Markets.

The Emerging Markets Master Fund 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 it intends 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 Emerging Markets Master Fund to establish a
wholly owned subsidiary or a trust for the purpose of investing in the local
markets.

18
<PAGE>
PORTFOLIO CONSTRUCTION

The Emerging Markets Master Fund's 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 for the Master Fund's criterion for investment, it may not be included
for one or more reasons. For example, in the Advisor's judgment, the issuer may
be considered in extreme financial difficulty, a material portion of its
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 Code). To this extent, the Advisor will exercise discretion and
consideration 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-Registered Trademark- Index). The Advisor will also
exercise discretion in determining the allocation of investments between
Approved Markets.

It is management's belief that equity investments 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 a Master Fund involves greater
risk than including a large number of them.

FIXED INCOME PORTFOLIOS

DFA ONE-YEAR FIXED INCOME PORTFOLIO K

The investment objective of DFA One-Year Fixed Income Portfolio K is to
achieve a stable real return in excess of the rate of inflation with a minimum
of risk. The DFA One-Year Fixed Income Portfolio K invests all of its assets in
the DFA One-Year Fixed Income Series of the Trust (the "One-Year Fixed Income
Master Fund"), which has the same investment objective and policies as the
Portfolio. The One-Year Fixed Income Master Fund will invest in U.S. government
obligations, U.S. government agency obligations, dollar-denominated obligations
of foreign issuers issued in the United States, bank obligations, including U.S.
subsidiaries and branches of foreign banks, corporate obligations, commercial
paper, repurchase agreements and obligations of supranational organizations.
Generally, the Master Fund will acquire obligations which mature within one year
from the date of settlement, but substantial investments may be made in
obligations maturing within two years from the date of settlement when greater
returns are available. It is the Master Fund's policy that the weighted average
length of maturity of investments will not exceed one year. The Master Fund
principally invests in certificates of deposit, commercial paper, bankers'
acceptances, notes and bonds. The Master Fund may concentrate its investments in
obligations of U.S. and foreign banks and bank holding companies (see
"Investments in the Banking Industry").

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K

The investment objective of DFA Two-Year Global Fixed Income Portfolio K is
to maximize total returns consistent with preservation of capital. The DFA
Two-Year Global Fixed Income Portfolio K invests all of its assets in the DFA
Two-Year Global Fixed Income Series of the Trust (the "Two-Year Global Fixed
Income Master Fund"). The Two-Year Global Fixed Income Master Fund will have the
same investment objective and policies as the Portfolio. The Two-Year Global
Fixed Income Master Fund will invest in obligations issued or guaranteed by the
U.S. and foreign governments, their agencies and instrumentalities, corporate
debt obligations, bank obligations, commercial paper, repurchase agreements,
obligations of other domestic and foreign issuers having quality ratings meeting
the minimum standards described in "Description of Investments," securities of
domestic or foreign issuers denominated in U.S. dollars but not trading in the
United States, and obligations of supranational organizations, such as the

19
<PAGE>
World Bank, the European Investment Bank, European Economic Community and
European Coal and Steel Community. At the present time, the Advisor expects that
most investments will be made in the obligations of issuers which are in
developed countries, such as those countries which are members of the
Organization of Economic Cooperation and Development. However, in the future,
the Advisor anticipates investing in issuers located in other countries as well.
Under normal market conditions, the Master Fund will invest at least 65% of the
value of its assets in issuers organized or having a majority of their assets
in, or deriving a majority of their operating income in, at least three
different countries, one of which may be the United States.

The Master Fund will acquire obligations which mature within two years from
the date of settlement. Because many of the Master Fund's investments will be
denominated in foreign currencies, the Master Fund will also enter into forward
foreign currency contracts solely for the purpose of hedging against
fluctuations in currency exchange rates. The Master Fund may concentrate its
investments in obligations of U.S. and foreign banks and bank holding companies
(see "Investments in the Banking Industry").

DESCRIPTION OF INVESTMENTS

The following is a description of the categories of investments that may be
acquired by the One-Year Fixed Income and Two-Year Global Fixed Income Master
Funds (collectively, the "Fixed Income Master Funds").

<TABLE>
<CAPTION>
PERMISSIBLE CATEGORIES:
-----------------------
<S> <C>
DFA One-Year Fixed Income Master Fund....................... 1-6, 8
DFA Two-Year Global Fixed Income Master Fund................ 1-10
</TABLE>

20
<PAGE>
1. U.S. GOVERNMENT OBLIGATIONS--Debt securities issued by the U.S. Treasury
that are direct obligations of the U.S. government, including bills, notes
and bonds.

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

3. CORPORATE DEBT OBLIGATIONS--Nonconvertible corporate debt securities (e.g.,
bonds and debentures that are issued by companies whose commercial paper is
rated Prime-1 by Moody's Investors Services, Inc. ("Moody's") or A-l by S&P
and dollar-denominated obligations of foreign issuers issued in the United
States. If the issuer's commercial paper is unrated, then the debt security
must be rated at least AA by S&P or Aa2 by Moody's. If there is neither a
commercial paper rating nor a rating of the debt security, then the Advisor
must determine that the debt security is of comparable quality to equivalent
issues of the same issuer rated at least AA or Aa2.

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

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

6. REPURCHASE AGREEMENTS--Instruments through which the Fixed Income Master
Funds purchase securities ("underlying securities") from a bank, or a
registered U.S. government securities dealer, with an agreement by the
seller to repurchase the underlying securities at an agreed price, plus
interest at a specified rate. The underlying securities will be limited to
U.S. government and agency obligations described in (1) and (2) above. A
Fixed Income Master Fund will not enter into a repurchase agreement with a
duration of more than seven days if, as a result, more than 10% of the value
of such Master Fund's total assets would be so invested. The Master Funds
will also only invest in repurchase agreements with a bank if the bank has
at least $1,000,000,000 in assets and is approved by the Investment
Committee of the Advisor. The Advisor will monitor the market value of the
underlying securities plus any accrued interest thereon so that they will at
least equal the repurchase price.

7. FOREIGN GOVERNMENT AND AGENCY OBLIGATIONS--Bills, notes, bonds and other
debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

8. SUPRANATIONAL ORGANIZATION OBLIGATIONS--Debt securities of supranational
organizations, such as the European Coal and Steel Community, the European
Economic Community and the World Bank, which are chartered to promote
economic development.

9. FOREIGN ISSUER OBLIGATIONS--Debt securities of non-U.S. issuers rated AA or
better by S&P or Aa2 or better by Moody's.

10. EURODOLLAR OBLIGATIONS--Debt securities of domestic or foreign issuers
denominated in U.S. dollars but not trading in the United States.

The categories of investments that may be acquired by the Fixed Income
Master Funds may include both fixed and floating rate securities. Floating rate
securities bear interest at rates that vary with prevailing market rates.
Interest rate adjustments are made periodically (e.g., every six months),
usually based on a money market index such as the London Interbank Offered Rate
(LIBOR) or the Treasury bill rate.

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INVESTMENTS IN THE BANKING INDUSTRY

The Fixed Income Master Funds will invest more than 25% of their respective
total assets in obligations of U.S. and foreign banks and bank holding companies
when the yield to maturity on these investments exceeds the yield to maturity on
all other eligible portfolio investments for a period of five consecutive days
when the NYSE is open for trading. The Portfolios that invest in the Fixed
Income Master Funds, the DFA One-Year Fixed Income Portfolio K and DFA Two-Year
Global Fixed Income Portfolio K, each have the same policy. This policy can only
be changed by a vote of shareholders. Investments in the Fixed Income Master
Funds will not be considered investments in the banking industry so that a
Portfolio may invest all or substantially all of its assets in its respective
Master Fund. When investment in such obligations exceeds 25% of the total net
assets of any of the Fixed Income Master Funds, such Master Fund will be
considered to be concentrating its investments in the banking industry. As of
the date of this prospectus, (i) the One-Year Fixed Income Master Fund is not
concentrating its investments in the banking industry and (ii) the Two-Year
Global Fixed Income Master Fund is concentrating its investments in the banking
industry.

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

PORTFOLIO STRATEGY

The Fixed Income Master Funds will be managed with a view to capturing
credit risk premiums and term or maturity premiums. The term "credit risk
premium" means the anticipated incremental return on investment for holding
obligations considered to have greater credit risk than direct obligations of
the U.S. Treasury, and "maturity risk premium" means the anticipated incremental
return on investment for holding securities having maturities of longer than one
month compared to securities having a maturity of one month. The Advisor
believes that credit risk premiums are available largely through investment in
high grade commercial paper, certificates of deposit and corporate obligations.
The holding period for assets of the Fixed Income Master Funds will be chosen
with a view to maximizing anticipated returns, net of trading costs.

PORTFOLIO TURNOVER

The Fixed Income Master Funds are expected to have high portfolio turnover
rates due to the relatively short maturities of the securities to be acquired.
The rate of portfolio turnover will depend upon market and other conditions; it
will not be a limiting factor when management believes that portfolio changes
are appropriate. While the Fixed Income Master Funds acquire securities in
principal transactions and, therefore, do not pay brokerage commissions, the
spread between the bid and asked prices of a security may be considered to be a
"cost" of trading. Such costs ordinarily increase with trading activity.
However, as stated above, securities ordinarily will be sold when, in the
Advisor's judgment, the monthly return of either Fixed Income Master Fund will
be increased as a result of portfolio transactions after taking into account the
cost of trading. It is anticipated that securities will be acquired in the
secondary markets for short-term instruments.

The Two-Year Global Fixed Income Master Fund engages in frequent trading of
portfolio securities. A high portfolio turnover rate may have negative tax
consequences to shareholders and may result in increased trading costs.

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<PAGE>
PORTFOLIO TRANSACTIONS--EQUITY PORTFOLIOS

With respect to the Master Funds in which the Domestic and International
Equity Portfolios invest, 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
that 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, 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 appropriate holdings in
light of the investment policy of each Portfolio.

SECURITIES LOANS

All of 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 the investment objective of
the Master Fund. The value of securities loaned may not exceed 33% 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 Funds
will be able to terminate the loan at any time and will receive reasonable
interest on the loan, as well as amounts equal to any dividends, interest or
other distributions on the loaned securities. In the event of the bankruptcy of
the borrower, the Fund or the Trust could experience delay in recovering the
loaned securities. Management believes that this risk can be controlled through
careful monitoring procedures. While the Portfolios are also authorized to lend
portfolio securities, as long as the Portfolios only hold shares of their
corresponding Master Funds, the Portfolios do not intend to lend those shares.

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING

The portfolio structures of the Large Cap Value, 4-10 Value, U.S. Small
Company and International Value Master Funds involve market capitalization
weighting. That is, their investment portfolios are market capitalization
weighted. 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 of such stock is inappropriate given other
conditions. Deviation also will occur because the Advisor intends to purchase
securities 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 a Master Fund's assets, may be
invested in interest bearing obligations, such as money market instruments,
thereby causing further deviation from strict market capitalization weighting.
With regard to the U.S. Small Company Master Fund, a further deviation may occur
due to investments in privately placed convertible debentures.

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. (The 4-10 Value Master Fund may limit purchases of
common stocks in the 9th and 10th deciles to those times when it is advantageous
o do so.) 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

23
<PAGE>
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 whose stock is eligible for investment
by each Master Fund. Additional investments generally will not be made in
securities which have changed in value sufficiently to be excluded from the
Advisor's then current market capitalization requirement for eligible portfolio
securities. 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 change in value sufficiently to be excluded
from the requirement for eligible securities, but not by a sufficient amount to
warrant their sale.

MANAGEMENT OF THE FUNDS

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each Master Fund. As such, the Advisor is responsible for the management of
the Master Fund's 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 the Master Funds with a trading department and selects brokers
and dealers to effect securities transactions. Securities transactions are
placed with a view to obtaining best price and execution. The Advisor is
authorized to pay a higher commission to a broker, dealer or exchange member
than another such organization may charge if it determines, in good faith, that
the commission paid is reasonable in relation to the research or brokerage
services provided by such organization. For the fiscal year ended November 30,
1999, each Master Fund paid advisory fees, as a percentage of its average net
assets, as set forth below:

<TABLE>
<S> <C>
U.S. Large Company Master Fund.............................. 0.025%
U.S. Large Cap Value Master Fund............................ 0.10%
U.S. 4-10 Value Master Fund................................. 0.10%
U.S. 6-10 Small Company Master Fund......................... 0.03%
International Value Master Fund............................. 0.20%
Emerging Markets Master Fund................................ 0.10%
One-Year Fixed Income Master Fund........................... 0.05%
Two-Year Global Fixed Income Master Fund.................... 0.05%
</TABLE>

The Portfolios and Master Funds bear all of their own costs and expenses,
including: services of their 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 their shareholders and directors or trustees, the cost of filing
their registration statements under the 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 that are not allocable to a particular
Portfolio are to be borne by each Portfolio of the Fund on the basis of its
relative net assets. Similarly, the expenses of the Trust that are not allocable
to a particular Master Fund are to be borne by each Master Fund on the basis of
its relative net assets.

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 $36 billion. The Advisor owns 100% of the
outstanding shares of Dimensional Fund Advisors Ltd. ("DFAL") and beneficially
owns 100% of DFA Australia Limited ("DFA Australia").

24
<PAGE>
CONSULTING SERVICES--DFA INTERNATIONAL VALUE MASTER FUND AND EMERGING MARKETS
MASTER FUND

The Advisor has entered into a Consulting Services Agreement with DFAL and
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 DFA International Value and Emerging
Markets Master Funds.

SHAREHOLDER SERVICES

On behalf of each Portfolio, the Advisor enters into agreements with service
agents to provide shareholder servicing, recordkeeping, account maintenance and
other services to 401(k) plan shareholders and their plan participants. From the
administration fee it receives from each Portfolio, the Advisor pays such
service agents in an amount up to 0.25% of each Portfolio's average net assets.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

The policy of the U.S. 4-10 Value Portfolio K, U.S. 6-10 Small Company
Portfolio K and Emerging Markets Portfolio K is to distribute substantially all
of their net investment income, together with any net realized capital gains, in
December of each year. Dividends from net investment income of U.S. Large
Company Portfolio K, U.S. Large Cap Value Portfolio K and DFA International
Value Portfolio K are distributed quarterly, and any net realized capital gains
are distributed annually after November 30. Net investment income, which is
accrued daily, will be distributed monthly (except for January) by DFA One-Year
Fixed Income Portfolio K, and quarterly by DFA Two-Year Global Fixed Income
Portfolio K. Any net realized capital gains of the Fixed Income Portfolios will
be distributed annually after the end of the fiscal year.

Shareholders of each Portfolio will automatically receive all income
dividends and 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).

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.

A 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 a
Portfolio.

ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS

The Portfolios are sold only to 401(k) plans and other similar retirement
plans. In order to keep costs to the Fund to a minimum, a 401(k) plan sponsor or
its agent, when opening an account, must consent to the acceptance of all
shareholder information about the Portfolios in which the 401(k) plan invests
through e-mail and access to the Portfolios' web site at www.dfafunds.com. The
401(k) sponsor or its agent will be alerted by e-mail when a prospectus
amendment or annual or semi-annual report have been made available on the
Portfolios' web site.

The Portfolios may choose to deliver paper-based shareholder information in
certain circumstances at no extra cost to the 401(k) plan. If a 401(k) plan
sponsor or its agent calls or e-mails the Portfolios to request paper-based
shareholder information, or revokes consent to receive all shareholder
information electronically, the Portfolios will deliver such information and the
401(k) plan may be charged a fee of up

25
<PAGE>
to $12 per year to cover the costs of printing, shipping and handling.
Shareholder information includes prospectuses and annual and semi-annual
reports.

The Portfolios' web site address is www.dfafunds.com. The current prospectus
and recent shareholder reports of the Portfolios will be readily available for
viewing and printing on the web site.

PURCHASE OF SHARES

PURCHASES THROUGH 401(K) PLANS

Shares of the Portfolios are sold only to 401(k) plans and other similar
retirement plans. 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. 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.

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 Portfolios may be purchased in
exchange for securities which are eligible for acquisition by the corresponding
Master Funds or otherwise represented in their portfolios as described in this
prospectus or in exchange for local currencies in which such securities of the
DFA International Value, Emerging Markets and DFA Two-Year Global Fixed Income
Master Funds are denominated. Purchases in exchange for securities will not be
subject to a reimbursement fee. 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, interest,
subscription, or other rights pertaining to such securities shall become the
property of the Portfolio whose shares are being acquired and must be delivered
to the Fund by the investor upon receipt from the issuer. Investors who desire
to purchase shares of the DFA International Value K, Emerging Markets K or DFA
Two-Year Global Fixed Income K Portfolios 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 Master Fund in which the Portfolio
invests 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 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 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 corresponding Master
Fund is calculated as of the close of the NYSE by dividing the total market
value of the respective Portfolio's or Master Fund's

26
<PAGE>
investments and other assets, less any liabilities, by the total outstanding
shares of the stock of the respective Portfolio or Master Fund. The value of the
shares of each Portfolio will fluctuate in relation to the investment experience
of the Master Fund in which such Portfolio invests. Securities held by the
Master Funds which are listed on a securities exchange and for which market
quotations are available are valued at the last quoted sale price of the day or,
if there is no such reported sale, the Master Funds, except for the Fixed Income
Master Funds, value 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. Securities issued by open-end
investment companies, such as the Master Funds, are valued using their
respective net asset values for purchase orders placed at the close of the NYSE.
Unlisted securities for which market quotations are readily available are valued
at the mean between the most recent 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 Directors. The net asset values per
share of the DFA International Value, Emerging Markets and Two-Year Global Fixed
Income Master Funds are expressed in U.S. dollars by translating the net assets
of each Master Fund using the mean between the most recent bid and asked prices
for the dollar as quoted by generally recognized reliable sources.

The value of the shares of the Fixed Income Master Funds will tend to
fluctuate with interest rates because, unlike money market funds, they do not
seek to stabilize the value of their respective shares by use of the "amortized
cost" method of asset valuation. Net asset value includes interest on fixed
income securities which is accrued daily. Securities which are traded OTC and on
a stock exchange will be valued according to the broadest and most
representative market, and it is expected that for bonds and other fixed income
securities this ordinarily will be the OTC market. Securities held by the Fixed
Income Master Funds may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the current market value of
such securities. Other assets and securities for which quotations are not
readily available will be valued in good faith at fair value using methods
determined by the Board of Directors.

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 those Master Funds that invest in such securities are determined as of
such times for the purpose of computing the net asset values of the Master Funds
and their corresponding Portfolios. If events which materially affect the value
of the investments of a Master Fund 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. Since the
International Value and Emerging Markets Master Funds own securities that are
primarily listed on foreign exchanges which may trade on days when the Master
Funds and Portfolios do not price their shares, the net asset values of the DFA
International Value Portfolio and Emerging Markets Portfolio may change on days
when shareholders will not be able to purchase or redeem shares.

The International Value and Emerging Markets Master Funds will each be
closed if portfolio securities greater than 50% of its respective total assets
are principally traded on foreign exchanges that are closed that day. Purchase
and redemption orders for shares of such Master Fund and its respective
Portfolio will not be accepted on those days.

Certain of the securities holdings of the Emerging Markets Master Fund 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, the Emerging Markets 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 the 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

27
<PAGE>
assumptions that the Master Fund makes at that time concerning the anticipated
holding period for the securities. Absent special circumstances as determined by
the Board of Trustees of the Master Fund, 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 is determined each day as of such close.

PUBLIC OFFERING PRICE

Provided that PFPC Inc., the Fund's transfer agent, or the service agent
designated under a 401(k) plan has received the investor's instructions in good
order and the custodian has received the investor's payment, shares of the
Portfolio selected will be priced at the public offering price calculated next
after receipt of the investor's funds by the custodian. If an order to purchase
shares must be canceled due to nonpayment, the purchaser will be responsible for
any loss incurred by the Fund arising out of such cancellation. To recover any
such loss, the Fund reserves the right to redeem shares owned by any purchaser
whose order is canceled, and such purchaser may be prohibited or restricted in
the manner of placing further orders.

It is management's belief that payment of a reimbursement fee by each
investor, 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 K are sold at an offering price which is equal to the current net
asset value of such shares plus a reimbursement fee. 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 Portfolio K and is paid to the Portfolio 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 Portfolio and in-kind investments are not subject to a
reimbursement fee. (See "PURCHASE OF SHARES--In-Kind Purchases" and "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES.") The Emerging Markets Master Fund
charges a reimbursement fee equal to that charged by the Portfolio.

The public offering price of shares of the other Portfolios described in
this prospectus is the net asset value thereof next determined after the receipt
of the investor's funds by the custodian, provided that the service agent has
received appropriate instruction in the form required by such service agent; no
sales charge or reimbursement fee is imposed.

EXCHANGE OF SHARES

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

28
<PAGE>
REDEMPTION OF SHARES

REDEMPTION PROCEDURE

A participant in a 401(k) plan who desires to redeem shares of a Portfolio
must furnish a redemption request to the service agent designated under the
401(k) plan in the form required by such service agent. The service agent will
adopt procedures approved by Fund management for transmitting redemption orders.

Each Portfolio will redeem shares at the net asset value of such shares next
determined after receipt of a written 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.

IN-KIND REDEMPTIONS

When in the best interests 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.
Investors may incur brokerage charges and other transaction costs selling
securities that were received in payment of redemptions. The DFA International
Value Portfolio K, Emerging Markets Portfolio K and DFA Two-Year Global Fixed
Income Portfolio K reserve the right to redeem their shares in the currencies in
which their corresponding Master Funds' investments are denominated. Investors
may incur brokerage charges and other transaction costs selling securities and
converting currencies which were received in payment of redemptions. Also, the
value of the securities may be affected by currency exchange fluctuations.

THE MASTER-FEEDER STRUCTURE

Other institutional investors, including other mutual funds, may invest in
each Master Fund, and 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, (310) 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

29
<PAGE>
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, the Portfolio 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 change 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 the Portfolio could
result in a less diversified portfolio of investments and could affect adversely
the liquidity of the Portfolio. Moreover, a distribution in kind by the Master
Fund corresponding to the U.S. 6-10 Small Company, DFA One-Year Fixed Income,
DFA Two-Year Global Fixed Income, U.S. 4-10 Value, U.S. Large Cap Value and DFA
International Value Portfolios may constitute a taxable exchange for federal
income tax purposes resulting in gain or loss to such Portfolios. Any net
capital gains so realized will be distributed to such a Portfolio's shareholders
as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."

FINANCIAL HIGHLIGHTS

The Financial Highlights table is meant to help you understand each Master
Fund's performance for the past 5 years or, if shorter, the period of the Master
Fund's operations, as indicated by the table. Because the Portfolios are new,
the table shows the performance of the Master Funds. The total returns in the
table represent the rate that you would have earned (or lost) on an investment
in the Master Funds, assuming reinvestment of all dividends and distributions,
but have not been adjusted to reflect the anticipated expenses of the
Portfolios. If these expenses were reflected, your returns would be less than
those shown in the table. The information for each of the fiscal years has been
audited by PricewaterhouseCoopers LLP, whose report, along with the Master
Funds' financial statements, are included in the Trust's annual report. Further
information about each Master Fund's performance is contained in the Trust's
annual report which is available upon request.

30
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE U.S. LARGE COMPANY SERIES
-----------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period (1).............. N/A+ N/A+ N/A+ $ 13.48 $ 10.11
---------- ---------- -------- -------- -------
INCOME FROM INVESTMENT OPERATIONS (1)
Net Investment Income................................. -- -- -- 0.15 0.30
Net Gains (Losses) on Securities (Realized and
Unrealized)......................................... -- -- -- 1.41 3.36
---------- ---------- -------- -------- -------
Total From Investment Operations...................... -- -- -- 1.56 3.66
---------- ---------- -------- -------- -------
LESS DISTRIBUTIONS (1)
Net Investment Income................................. -- -- -- (0.16) (0.29)
Net Realized Gains.................................... -- -- -- (0.08) --
---------- ---------- -------- -------- -------
Total Distributions................................... -- -- -- (0.24) (0.29)
---------- ---------- -------- -------- -------
Net Asset Value, End of Period (1).................... N/A+ N/A+ N/A+ $ 14.80 $ 13.48
========== ========== ======== ======== =======
Total Return (1)...................................... N/A+ N/A+ N/A+ 11.60%# 36.77%
---------- ---------- -------- -------- -------
Net Assets, End of Period (thousands)................. $2,775,062 $1,557,174 $822,493 $466,441 $97,118
Ratio of Expenses to Average Net Assets............... 0.06% 0.06% 0.07% 0.12%* 0.02%
Ratio of Expenses to Average Net Assets (Excluding
Waivers and Assumption of Expenses)................. 0.06% 0.06% 0.07% 0.12%* 0.18%
Ratio of Net Investment Income to Average Net
Assets.............................................. 1.27% 1.47% 1.75% 2.12%* 2.61%
Ratio of Net Investment Income to Average Net Assets
(Excluding Waivers and Assumption of Expenses)...... 1.27% 1.47% 1.75% 2.12%* 2.45%
Portfolio Turnover Rate............................... 4.27% 9.31% 4.28% 14.09% 2.38%
</TABLE>

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

* Annualized

# Non-annualized

(1) For the U.S. Large Company Series, items are calculated for the period
December 1, 1995 through May 31, 1996. Effective June 1, 1996, this
Series was reorganized as a partnership, and these items are no longer
applicable.

+ Not applicable as The U.S. Large Company Series is organized as a
partnership.

31
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE U.S. LARGE CAP VALUE SERIES
------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period............... $ 18.79 $ 18.09 $ 15.52 $ 13.29 $ 9.92
---------- ---------- ---------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................. 0.34 0.31 0.32 0.31 0.32
Net Gains (Losses) on Securities (Realized and
Unrealized)...................................... 0.46 1.71 3.38 2.57 3.53
---------- ---------- ---------- -------- --------
Total From Investment Operations................... 0.80 2.02 3.70 2.88 3.85
---------- ---------- ---------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income.............................. (0.34) (0.32) (0.31) (0.31) (0.31)
Net Realized Gains................................. (1.46) (1.00) (0.82) (0.34) (0.17)
---------- ---------- ---------- -------- --------
Total Distributions................................ (1.80) (1.32) (1.13) (0.65) (0.48)
---------- ---------- ---------- -------- --------
Net Asset Value, End of Period..................... $ 17.79 $ 18.79 $ 18.09 $ 15.52 $ 13.29
========== ========== ========== ======== ========
Total Return....................................... 4.64% 11.93% 25.31% 22.48% 39.26%
---------- ---------- ---------- -------- --------
Net Assets, End of Period (thousands).............. $1,788,082 $1,755,907 $1,489,996 $987,942 $423,027
Ratio of Expenses to Average Net Assets............ 0.16% 0.16% 0.18% 0.19% 0.21%
Ratio of Net Investment Income to Average Net
Assets........................................... 1.80% 1.67% 1.96% 2.37% 2.84%
Portfolio Turnover Rate............................ 42.96% 24.70% 17.71% 20.12% 29.41%
</TABLE>

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

* Annualized

# Non-annualized

32
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE U.S. 4-10 VALUE
SERIES
------------------------
YEAR FEB. 6
ENDED TO
NOV. 30, NOV. 30,
1999 1998
--------- ---------
<S> <C> <C>

Net Asset Value, Beginning of Period........................ $ 8.62 $ 10.00
-------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.10 0.07
Net Gains (Losses) on Securities (Realized and
Unrealized)............................................... 0.45 (1.39)
-------- --------
Total From Investment Operations............................ 0.55 (1.32)
-------- --------
LESS DISTRIBUTIONS
Net Investment Income....................................... (0.10) (0.06)
Net Realized Gains.......................................... (0.04) --
-------- --------
Total Distributions......................................... (0.14) (0.06)
-------- --------
Net Asset Value, End of Period.............................. $ 9.03 $ 8.62
======== ========
Total Return................................................ 6.39% (13.26)%#
-------- --------
Net Assets, End of Period (thousands)....................... $360,336 $179,242
Ratio of Expenses to Average Net Assets..................... 0.14% 0.17%*
Ratio of Net Investment Income to Average Net Assets........ 1.33% 1.95%*
Portfolio Turnover Rate..................................... 34.69% 10.46%*
</TABLE>

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

* Annualized

# Non-annualized

33
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE U.S. 6-10 SMALL COMPANY SERIES
---------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period.................... $ 11.46 $ 13.82 $ 12.56 $ 11.26 $ 9.54
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.10 0.10 0.11 0.13 0.12
Net Gains (Losses) on Securities (Realized and
Unrealized)........................................... 1.83 (1.28) 2.81 1.92 2.50
-------- -------- -------- -------- --------
Total From Investment Operations........................ 1.93 (1.18) 2.92 2.05 2.62
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income................................... (0.11) (0.10) (0.10) (0.13) (0.12)
Net Realized Gains...................................... (1.04) (1.08) (1.56) (0.62) (0.78)
-------- -------- -------- -------- --------
Total Distributions..................................... (1.15) (1.18) (1.66) (0.75) (0.90)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.......................... $ 12.24 $ 11.46 $ 13.82 $ 12.56 $ 11.26
======== ======== ======== ======== ========
Total Return............................................ 18.62% (8.98)% 26.47% 19.17% 29.19%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)................... $586,086 $546,803 $432,833 $268,401 $221,984
Ratio of Expenses to Average Net Assets................. 0.09% 0.09% 0.11% 0.13% 0.15%
Ratio of Net Investment Income to Average Net Assets.... 0.89% 0.88% 0.96% 1.05% 1.18%
Portfolio Turnover Rate................................. 28.51% 29.15% 30.04% 32.38% 21.16%
</TABLE>

34
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE DFA INTERNATIONAL VALUE SERIES
-------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period............ $ 11.95 $ 10.90 $ 11.79 $ 10.55 $ 10.06
---------- ---------- ---------- ---------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................... 0.28 0.22 0.24 0.23 0.20
Net Gains (Losses) on Securities (Realized and
Unrealized)................................... 1.29 1.13 (0.67) 1.32 0.52
---------- ---------- ---------- ---------- --------
Total From Investment Operations................ 1.57 1.35 (0.43) 1.55 0.72
---------- ---------- ---------- ---------- --------
LESS DISTRIBUTIONS
Net Investment Income........................... (0.31) (0.27) (0.22) (0.23) (0.21)
Net Realized Gains.............................. (0.03) (0.03) (0.24) (0.08) (0.02)
---------- ---------- ---------- ---------- --------
Total Distributions............................. (0.34) (0.30) (0.46) (0.31) (0.23)
---------- ---------- ---------- ---------- --------
Net Asset Value, End of Period.................. $ 13.18 $ 11.95 $ 10.90 $ 11.79 $ 10.55
========== ========== ========== ========== ========
Total Return.................................... 13.27% 12.50% (3.84)% 14.85% 7.20%
---------- ---------- ---------- ---------- --------
Net Assets, End of Period (thousands)........... $1,660,377 $1,720,249 $1,582,086 $1,356,852 $609,386
Ratio of Expenses to Average Net Assets......... 0.29% 0.29% 0.32% 0.36% 0.42%
Ratio of Net Investment Income to Average Net
Assets........................................ 2.17% 1.90% 2.09% 2.23% 2.14%
Portfolio Turnover Rate......................... 5.80% 15.41% 22.55% 12.23% 9.75%
</TABLE>

35
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE EMERGING MARKETS SERIES
---------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................. N/A+ N/A+ N/A+ N/A+ N/A+
-------- -------- -------- -------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................. -- -- -- -- --
Net Gains (Losses) on Securities (Realized and
Unrealized)......................................... -- -- -- -- --
-------- -------- -------- -------- -------
Total From Investment Operations...................... -- -- -- -- --
LESS DISTRIBUTIONS
Net Investment Income................................. -- -- -- -- --
Net Realized Gains.................................... -- -- -- -- --
-------- -------- -------- -------- -------
Total Distributions................................... -- -- -- -- --
-------- -------- -------- -------- -------
Net Asset Value, End of Period........................ N/A+ N/A+ N/A+ N/A+ N/A+
======== ======== ======== ======== =======
Total Return.......................................... N/A+ N/A+ N/A+ N/A+ N/A+
-------- -------- -------- -------- -------
Net Assets, End of Period (thousands)................. $344,175 $231,632 $220,941 $162,075 $49,351
Ratio of Expenses to Average Net Assets............... 0.46% 0.53% 0.54% 0.66% 0.87%
Ratio of Net Investment Income to Average Net
Assets.............................................. 1.34% 1.66% 1.63% 1.63% 1.70%
Portfolio Turnover Rate............................... 15.59% 9.76% 0.54% 0.37% 8.17%
</TABLE>

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

+ Not applicable as The Emerging Markets Series is organized as a partnership.

36
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE DFA ONE-YEAR FIXED INCOME SERIES (1)
---------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
NOV. 30, NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................... $ 10.02 $ 10.01 $ 10.03 $ 10.00 $ 9.84
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.52 0.56 0.59 0.56 0.60
Net Gains (Losses) on Securities (Realized and
Unrealized)........................................... (0.05) 0.02 (0.02) 0.03 0.16
-------- -------- -------- -------- --------
Total From Investment Operations........................ 0.47 0.58 0.57 0.59 0.76
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income................................... (0.52) (0.57) (0.59) (0.56) (0.60)
Net Realized Gains...................................... -- -- -- -- --
-------- -------- -------- -------- --------
Total Distributions..................................... (0.52) (0.57) (0.59) (0.56) (0.60)
-------- -------- -------- -------- --------
Net Asset Value, End of Period.......................... $ 9.97 $ 10.02 $ 10.01 $ 10.03 $ 10.00
======== ======== ======== ======== ========
Total Return............................................ 4.83% 5.92% 5.83% 6.10% 7.91%
-------- -------- -------- -------- --------
Net Assets, End of Period (thousands)................... $821,548 $869,993 $782,236 $859,293 $705,554
Ratio of Expenses to Average Net Assets................. 0.09% 0.09% 0.10% 0.09% 0.10%
Ratio of Net Investment Income to Average Net Assets.... 5.19% 5.61% 5.85% 5.62% 6.04%
Portfolio Turnover Rate................................. 57.58% 23.62% 82.84% 95.84% 81.31%
</TABLE>

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

* Annualized

# Non-annualized

(1) Restated to reflect a 900% stock dividend as January 2, 1996.

37
<PAGE>
THE DFA INVESTMENT TRUST COMPANY

FINANCIAL HIGHLIGHTS
-------------------------

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
THE DFA TWO-YEAR GLOBAL FIXED INCOME SERIES
------------------------------------------------------
YEAR YEAR YEAR FEB 9
ENDED ENDED ENDED TO
NOV. 30, NOV. 30, NOV. 30, NOV. 30,
1999 1998 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 10.21 $ 10.22 $ 10.34 $ 10.00
-------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income....................................... 0.45 0.44 0.48 0.34
Net Gains (Losses) on Securities (Realized and
Unrealized)............................................... 0.03 0.19 0.12 0.25
-------- -------- -------- --------
Total From Investment Operations............................ 0.48 0.63 0.60 0.59
-------- -------- -------- --------
LESS DISTRIBUTIONS
Net Investment Income....................................... (0.57) (0.62) (0.71) (0.25)
Net Realized Gains.......................................... (0.01) (0.02) (0.01) --
-------- -------- -------- --------
Total Distributions......................................... (0.58) (0.64) (0.72) (0.25)
-------- -------- -------- --------
Net Asset Value, End of Period.............................. $ 10.11 $ 10.21 $ 10.22 $ 10.34
======== ======== ======== ========
Total Return................................................ 4.84% 6.48% 5.96% 6.01%#
-------- -------- -------- --------
Net Assets, End of Period (thousands)....................... $531,514 $440,842 $418,907 $319,272
Ratio of Expenses to Average Net Assets..................... 0.15% 0.16% 0.18% 0.20%*
Ratio of Net Investment Income to Average Net Assets........ 4.45% 4.28% 4.64% 4.51%*
Portfolio Turnover Rate..................................... 78.15% 112.93% 119.27% 87.07%*
</TABLE>

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

* Annualized

# Non-annualized

(1) Restated to reflect a 900% stock dividend as January 2, 1996.

38
<PAGE>
SERVICE PROVIDERS

<TABLE>
<S> <C>
INVESTMENT ADVISOR CUSTODIAN-DOMESTIC

DIMENSIONAL FUND ADVISORS INC. PFPC TRUST COMPANY
1299 Ocean Avenue 11th Floor 400 Bellevue Parkway
Santa Monica, CA 90401 Wilmington, DE 19809
Tel. No. (310) 395-8005

CUSTODIANS-INTERNATIONAL ACCOUNTING SERVICES, DIVIDEND DISBURSING
CITIBANK, N.A. AND TRANSFER AGENT
111 Wall Street PFPC INC.
New York, NY 10005 400 Bellevue Parkway
THE CHASE MANHATTAN BANK Wilmington, DE 19809
4 Chase Metrotech Center
Brooklyn, NY 11245

INDEPENDENT ACCOUNTANTS LEGAL COUNSEL
PRICEWATERHOUSECOOPERS LLP STRADLEY, RONON, STEVENS & YOUNG, LLP
2400 Eleven Penn Center 2600 One Commerce Square
Philadelphia, PA 19103 Philadelphia, PA 19103-7098
</TABLE>

39
<PAGE>
OTHER AVAILABLE INFORMATION

You can find more information about the Fund and the Portfolios in the Fund's
Statement of Additional Information ("SAI"). You can find more information about
the Trust and the Master Funds in the Trust's 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 Master
Funds in their last fiscal year. The Portfolios are new so the Fund's reports do
not yet include any information about them.

REQUEST DOCUMENTS FROM:

- - Access them on the Fund's web site at www.dfafunds.com.

- - If you represent a 401(k) plan sponsor or other qualifying retirement plan,
call collect at (310) 395-8005.

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

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

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

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

DIMENSIONAL INVESTMENT GROUP INC.--REGISTRATION NO. 811-6067
<PAGE>

DIMENSIONAL INVESTMENT GROUP INC.

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

STATEMENT OF ADDITIONAL INFORMATION

JULY 10, 2000

Dimensional Investment Group Inc. (the "Fund") is an open-end management
investment company that offers twenty-three series of shares. This statement of
additional information ("SAI") relates to eight series of the Fund
(individually, a "Portfolio" and collectively, the "Portfolios"):

DOMESTIC EQUITY PORTFOLIOS

U.S. Large Company Portfolio K U.S. 4-10 Value Portfolio K
U.S. Large Cap Value Portfolio K U.S. 6-10 Small Company Portfolio K

INTERNATIONAL EQUITY PORTFOLIOS

DFA International Value Portfolio K Emerging Markets Portfolio K

FIXED INCOME PORTFOLIOS

DFA One-Year Fixed Income Portfolio K DFA Two-Year Global Fixed Income
Portfolio K

This SAI is not a prospectus but should be read in conjunction with the
Portfolios' prospectus dated July 10, 2000, as amended from time to time. The
corresponding Master Funds' audited financial statements for the fiscal year
ended November 30, 1999 are incorporated by reference from the Trust's annual
report to shareholders. The Portfolios' prospectus and the Trust's annual report
can be obtained by writing to the above address or by calling the above
telephone number.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PORTFOLIO CHARACTERISTICS AND POLICIES........................................3

BROKERAGE COMMISSIONS.........................................................3

INVESTMENT LIMITATIONS........................................................4

FUTURES CONTRACTS.............................................................7

CASH MANAGEMENT PRACTICES.....................................................8

CONVERTIBLE DEBENTURES........................................................9

PORTFOLIO TURNOVER RATES......................................................9

DIRECTORS AND OFFICERS........................................................9

SERVICES TO THE FUND.........................................................12

ADVISORY FEES................................................................13

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

CODES OF ETHICS..............................................................13

SHAREHOLDER RIGHTS...........................................................14

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

REDEMPTION AND TRANSFER OF SHARES............................................15

TAXATION OF THE PORTFOLIOS...................................................15

CALCULATION OF PERFORMANCE DATA..............................................16

FINANCIAL STATEMENTS.........................................................18
</TABLE>

2
<PAGE>

PORTFOLIO CHARACTERISTICS AND POLICIES

Each of the Portfolios is a "Feeder Fund," which means that it seeks to
achieve its investment objective by investing all of its investable assets in a
corresponding series of The DFA Investment Trust Company (the "Trust"). The
series of the Trust are referred to as the "Master Funds." Dimensional Fund
Advisors Inc. (the "Advisor") serves as investment advisor to each Master Fund,
and provides administrative services to the Portfolios. Capitalized terms not
otherwise defined in this SAI have the meaning assigned to them in the
prospectus. The following information supplements the information set forth in
the prospectus. Unless otherwise indicated, the following information applies to
all of the Portfolios through their investments in the Master Funds.

Each of the Portfolios and the Master Funds are diversified under the
federal securities laws and regulations.

Because the structures of the Domestic Equity and International Equity
Master Funds are based on the relative market capitalizations of eligible
holdings, it is possible that the Master Funds 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 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 COMMISSIONS

The following table depicts brokerage commissions paid by the Master Funds.

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
U.S. Large Company Master Fund........................ $ 1,250 $ 15,841 $ 40,689
U.S. Large Cap Value Master Fund...................... 2,492,821 1,116,421 929,005
U.S. 4-10 Value Master Fund........................... 1,164,028 717,873 -0-
U.S. 6-10 Small Company Master Fund................... 733,337 1,022,535 855,652
International Value Master Fund....................... 480,344 763,022 1,133,787
Emerging Markets Master Fund.......................... 246,534 375,895 559,853
------- ------- -------
TOTAL................................................. $ 5,118,314 $4,011,587 $3,518,986
</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.

The Fixed Income Master Funds acquire and sell securities on a net basis
with dealers that are major market makers in such securities. The Investment
Committee of the Advisor selects dealers on the basis of their size, market
making and credit analysis ability. When executing portfolio transactions, the
Advisor seeks to obtain the most favorable price for the securities being traded
among the dealers with whom the Fixed Income Master Funds effect transactions.

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 this goal 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

3
<PAGE>

reports concerning individual issuers, industries and general economic and
financial trends and other research services.

The OTC companies eligible for purchase by the U.S. Small Company Master
Fund and the 4-10 Value Master Fund are thinly traded securities. Therefore, the
Advisor believes it needs maximum flexibility to effect OTC trades on a best
execution basis. To that end, the Advisor places buy and sell orders with market
makers, third market brokers, Instinet and with brokers 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 to sometimes 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 U.S. Small Company Master Fund and 4-10 Value 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 Funds can effect transactions at the best
available prices. The Advisor may place trades with systems similar to that
offered by Instinet which may be available in the future.

During the fiscal year ended November 30, 1999, 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
SECURITIES BROKERAGE
TRANSACTIONS COMMISSIONS
------------ -----------
<S> <C> <C>
U.S. Large Cap Value Master Fund................................. $164,462,095 $179,980
U.S. 4-10 Value Master Fund...................................... 60,217,214 214,638
U.S. 6-10 Small Company Master Fund.............................. 15,502,174 79,379
International Value Master Fund.................................. 83,584,021 38,304
------------ --------
TOTAL............................................................ $323,765,504 $512,301
</TABLE>

The investment advisory agreements permit the Advisor knowingly to pay
commissions on these transactions that 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 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. Subject to obtaining best price and execution, transactions
may be placed with brokers that have assisted in the sale of the Portfolios'
shares. A Portfolio will not incur any brokerage or other costs in connection
with its purchase or redemption of shares of the corresponding Master Fund.

INVESTMENT LIMITATIONS

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

4
<PAGE>

The Portfolios and Master Funds 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
they (except the U.S. Small Company Master Fund and the One-Year
Fixed Income Master Fund) 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 or Master Fund,
invest in the securities of any issuer (except obligations of the
U.S. Government, its agencies and its instrumentalities or, for
the Portfolios, shares of an investment company) if, as a result,
more than 5% of the Portfolio's or Master Fund's total assets, at
market, would be invested in the securities of such issuer;

(4) 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 (provided that One-Year Fixed
Income Master Fund may borrow no more than 5% of its net assets)
or pledge in excess of 33% of such assets to secure such loans;

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

(6) 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 or Master Fund's total assets would be invested in
securities of companies within such industry; except that the
Fixed Income Portfolios and Master Funds shall invest more than
25% of their total assets in obligations of banks and bank
holding companies in the circumstances described in the
prospectus under "Investments in the Banking Industry" and as
otherwise described under "Portfolio Strategy;"

(7) purchase securities on margin; or

(8) 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.

In addition, the Master Funds will not:

(9) 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 4-10 Value Master Fund is not subject to this
limitation;

(10) 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 (4) above; provided that the 4-10 Value Master
Fund is not subject to this limitation;

(11) invest more than 10% of the value of the Master Fund'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
4-10 Value Master Fund and Two-Year Global Fixed Income Master
Fund are not subject to this limitation, and the Large Cap Value
Master Fund, the International Value Master Fund, the U.S. Small
Company Master Fund and the Emerging Markets Master Fund may
invest not more than 15% of their total assets in illiquid
securities;

5
<PAGE>

(12) invest for the purpose of exercising control over management of
any company; provided that the 4-10 Value Master Fund is not
subject to this limitation;

(13) invest its assets in securities of any investment company, except
in connection with a merger, acquisition of assets, consolidation
or reorganization; provided that each of the 4-10 Value Master
Fund and Emerging Markets Master Fund may invest its assets in
securities of investment companies and units of such companies
such as, but not limited to, S&P Depository Receipts;

(14) invest more than 5% of its total assets in securities of
companies that have (with predecessors) a record of less than
three years' continuous operation; except this limitation does
not apply to the 4-10 Value Master Fund and Emerging Markets
Master Fund;

(15) write or acquire options (except as described in (1) above) or
interests in oil, gas or other mineral exploration, leases or
development programs, except that the 4-10 Value Master Fund is
not subject to these limitations;

(16) purchase warrants, however, the Domestic and International Equity
Portfolios may acquire warrants as a result of corporate actions
involving their holdings of other equity securities; provided
that the 4-10 Value Master Fund is not subject to this
limitation; or

(17) acquire more than 10% of the voting securities of any issuer;
provided that this limitation applies only to 75% of the assets
of both of the U.S. Value Master Funds and the Emerging Markets
Master Fund.

The investment limitations described in (3), (6) and (10) 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 one of
the Master Funds.

The investment limitations described in (1), (4) and (7) above do not
prohibit each Portfolio or Master Fund that may purchase or sell financial
futures contracts and options thereon from making margin deposits to the extent
permitted under applicable regulations. The investment limitation described in
(5) above does not prohibit each Portfolio or Master Fund from acquiring private
placements to the extent permitted under applicable regulations.

For purposes of (4) above, the Emerging Markets Portfolio K (indirectly
through its investment in the corresponding Master Fund) 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 such Master Fund's behalf in lieu of depositing initial margin
in connection with currency futures contracts, and the Master Fund has no
present intent to engage in any other types of borrowing transactions under this
authority.

Although (2) above prohibits cash loans, the Portfolios and Master Funds
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 the purposes of (11) above, the Fixed Income Master Funds may invest in
commercial paper that is exempt from the registration requirements of the
Securities Act of 1933 (the "1933 Act") subject to the requirements regarding
credit ratings stated in the prospectus under "Description of Investments."
Further, pursuant to Rule 144A under the 1933 Act, the 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 10% or 15%
limitation on holdings of illiquid securities stated in (11) above. While
maintaining oversight, the Board of Directors 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 Directors and the
Advisor will continue to monitor the liquidity of Rule 144A securities.

6
<PAGE>

Although not a fundamental policy subject to shareholder approval: (1) the
U.S. 6-10 Small Company Portfolio K (indirectly through its investment in the
Master Fund) does not intend to purchase interests in any real estate investment
trust; and (2) the U.S. 4-10 Value Portfolio K and DFA Two-Year Global Fixed
Income Portfolio K (directly or indirectly through their investments in the
Master Funds) do not intend to invest more than 15% of their net assets in
illiquid securities.

The DFA Two-Year Global Fixed Income Portfolio K (directly or indirectly
through its investment in 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 each
U.S. Value Portfolio and the DFA International Value Portfolio K (directly or
indirectly through its investment in the Master Fund) have retained authority to
buy and sell financial futures contracts and options thereon, they have no
present intention to do so.

Notwithstanding any of the above investment restrictions, the Emerging
Markets Master Fund may establish subsidiaries or other similar vehicles for the
purpose of conducting its investment operations in Approved Markets, if such
subsidiaries or vehicles are required by local laws or regulations governing
foreign investors such as this Master Fund or whose use is otherwise considered
by the Master Fund to be advisable. The Master Fund will "look through" any such
vehicle to determine compliance with its investment restrictions.

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 a 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, a 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 a Portfolio's or
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 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. In the event that ratings
services assign different ratings to the same security, the Advisor will
determine which rating it believes best reflects the security's quality and risk
at that time, which may be the higher of the several assigned ratings.

FUTURES CONTRACTS

All the Master Funds, except the U.S. Small Company Master Fund and
One-Year Fixed Income 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 that are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. Each 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 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 required to establish
such positions would exceed 5% of the Master Fund's net assets, after taking
into account unrealized profits and unrealized losses on such contracts it has

7
<PAGE>

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 (the "Commission"), each Master Fund may be required to
maintain segregated accounts consisting of liquid assets (or, as permitted under
applicable interpretations, enter into offsetting positions) in connection with
its futures contract transactions in order to cover its obligations with respect
to such contracts.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a 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 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.
For example, in the case of the Emerging Markets Master Fund, 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 Master Funds Permissible Cash Investment Guidelines*
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Large Company Short-term fixed income obligations same
as One-Year Fixed Income Portfolio; index
futures contracts and options thereon** 5%
- ------------------------------------------------------------------------------------------------------------
U.S. Value High quality, highly liquid fixed income
securities such as money market
instruments; index futures contracts and
options thereon** 20%
- ------------------------------------------------------------------------------------------------------------
U.S. 6-10 Small Company No limitations 20%
- ------------------------------------------------------------------------------------------------------------
International Value Fixed income obligations such as money
market instruments; index futures
contracts and options thereon** 20%
- ------------------------------------------------------------------------------------------------------------
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.

**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
required to establish such positions would exceed 5% of the Master Fund's or
Portfolio's net assets, after taking into account unrealized profits and
unrealized

8
<PAGE>

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%.

***Investments in money market mutual funds may involve duplication of
certain fees and expenses.

CONVERTIBLE DEBENTURES

The U.S. Small Company Master Fund is authorized to invest in private
placements of interest-bearing debentures that are convertible into common
stock. 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 nonconvertible debenture), a convertible debenture also affords the Master
Fund 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's investment objective and policies.

PORTFOLIO TURNOVER RATES

Generally, securities will be purchased by the Domestic Equity and
International Equity Master Funds with the expectation that they will be held
for longer than one year. Because the relative market capitalizations of small
companies compared with larger companies generally do not change substantially
over short periods of time, the portfolio turnover rates of the U.S. Small
Company Master Fund ordinarily are anticipated to be relatively low. The Fixed
Income Master Funds are expected to have high portfolio turnover rates due to
the relatively short maturities of the securities to be acquired. The portfolio
turnover rates for the Two-Year Global Fixed Income Master Fund have varied from
year to year due to market and other conditions. In addition, variations in
turnover rates occur because securities are sold when, in the Advisor's
judgment, the return will be increased as a result of portfolio transactions
after taking into account the cost of trading.

DIRECTORS AND OFFICERS

The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of that Fund. Each of the Directors
and officers of the Fund is also a Director 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 Funds 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.,
Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund
Inc., Trustee, President and Chairman-Chief Executive Officer of The DFA
Investment Trust Company (registered investment company). Chairman and Director,
Dimensional Fund Advisors Ltd. Director, SA Funds (registered investment
company) and Assante Corporation (investment management).

9
<PAGE>

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., Dimensional Investment 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. President, Cardean University (Division of UNext.com).
Trustee, The DFA Investment Trust Company (registered investment company).
Director, DFA Investment Dimensions Group Inc., Dimensional Investment Group
Inc., Dimensional Emerging Markets Value Fund Inc. and Harbor Investment
Advisors. Member of the Boards of Milwaukee Mutual Insurance Company and
UNext.com. Principal and Executive Vice President, Lexecon Inc. (economics, law,
strategy and finance consulting). Formerly, Trustee, First Prairie Funds
(registered investment company).

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
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and BIRR
Portfolio Analysis, Inc. (software products). Chairman, Ibbotson Associates,
Inc., Chicago, IL (software, data, publishing and consulting). Formerly,
Director, Hospital Fund, Inc. (investment management services).

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 Investment Group Inc. and
Dimensional Emerging Markets Value Fund Inc. and Public Director, Chicago
Mercantile Exchange.

Myron S. Scholes, (7/1/41), Director, Menlo Park, CA. Frank E. Buck
Professor Emeritus of Finance, Stanford University. Trustee, The DFA Investment
Trust Company. Director, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and American
Century (Mountain View) Investment Companies. Partner, Oak Hill Capital
Management. Formerly, Limited Partner, Long-Term Capital Management L.P. (money
manager) and Consultant, Arbor Investors.

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., Dimensional Investment 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 Funds.

OFFICERS

Each of the officers listed below holds 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.,
Dimensional Investment 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, (4/8/41), 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.

Jim Davis, (11/29/56), Vice President, Santa Monica, CA. Formerly, Kansas
State University, Arthur Anderson & Co., Phillips Petroleum Co.

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

10
<PAGE>

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

Richard Eustice, (8/5/65), Vice President and Assistant Secretary
(Assistant Secretary for all entities other than Dimensional Fund Advisors
Ltd.), 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.

Judith Jonas, (11/27/55), Vice President, Santa Monica, CA. Vice President,
Wells Fargo Bank, N.A. from 1989-1990. Vice President, Demko Baer & Associates,
1991.

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 Secretary (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.

Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from each Fund during the fiscal year
ended November 30, 1999 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
Compensation from Fund
Director From the Fund and Fund Complex *
- -------- ------------- -----------------
<S> <C> <C>
George M. Constantinides................. $4,250 $35,000
John P. Gould............................ $4,250 $35,000
Roger G. Ibbotson........................ $4,250 $35,000
Merton H. Miller......................... $3,159 $28,000
Myron S. Scholes......................... $4,159 $34,000
</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 on the boards of such companies.

11
<PAGE>

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
performs 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; providing
shareholders with information about the Portfolio and their investments as they
or the Fund may request; assisting the Portfolio in conducting meetings of
shareholders; furnishing information as the Board of Directors may require
regarding the Master Funds, and any other administrative services for the
benefit of the Portfolio as the Board of Directors may reasonably request. In
addition, from the administration fee described below that it receives from each
Portfolio, the Advisor pays service agents that provide shareholder servicing,
recordkeeping, account maintenance and other services to shareholders, in an
amount up to 0.25% of the Portfolio's average net assets. For its administrative
services, each Portfolio is obligated to pay the Advisor a monthly fee equal to
one-twelfth of the percentage of its average net assets listed below:

<TABLE>
<S> <C>
U.S. Large Company Portfolio K..................................... 0.375%
U.S. Large Cap Value Portfolio K................................... 0.40%
U.S. 4-10 Value Portfolio K........................................ 0.55%
U.S. 6-10 Small Company Portfolio K................................ 0.57%
DFA International Value Portfolio K................................ 0.45%
Emerging Markets Portfolio K....................................... 0.65%
DFA One-Year Fixed Income Portfolio K.............................. 0.35%
DFA Two-Year Global Fixed Income Portfolio K....................... 0.35%
</TABLE>

PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for the
Portfolios and 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 offering price of the shares, preparation of reports, liaison with its
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 Portfolios investing in the Master Fund based on their
relative net assets. PFPC charges a group of Portfolios investing in a single
Master Fund which is taxed as a corporation $1,000 per month multiplied by the
number of Portfolios. This applies to the U.S. Large Cap Value Portfolio K, the
U.S. 4-10 Value Portfolio K, the U.S. 6-10 Small Company Portfolio K, the DFA
International Value Portfolio K, the DFA One-Year Fixed Income Portfolio K and
the DFA Two-Year Global Fixed Income Portfolio K. The U.S. Large Company
Portfolio K and the Emerging Markets Portfolio K's corresponding Master Funds
are taxed as partnerships and each will pay PFPC a monthly fee of $2,600.

CUSTODIANS

Citibank, N.A., 111 Wall Street, New York, New York, 10005, is the global
custodian for the International Value Master Fund and Two-Year Global Fixed
Income Master Fund. The Chase Manhattan Bank, 4 Chase Metrotech Center,
Brooklyn, NY 11245, serves as the custodian for the Emerging Markets Master
Fund. PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for the Portfolios and the other Master Funds. 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.

12
<PAGE>

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.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP are the independent accountants to the Fund and
audit the financial statements of the Fund and the Trust. Their address is 2400
Eleven Penn Center, Philadelphia, PA 19103.

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, 1999, 1998 and 1997, the Master Funds paid advisory fees as set
forth in the following table. Each Master Fund has at least one other feeder
fund in addition to the Portfolio; the dollar amount shown below is the total
dollar amount of management fees paid by the Master Fund to the Advisor.

<TABLE>
<CAPTION>
1999 1998 1997
(000) (000) (000)
----- ----- -----
<S> <C> <C> <C>
U.S. Large Company Master Fund................................ $558 $ 293 $ 160
Large Cap Value Master Fund................................... $1,831 $1,667 $ 1,255
4-10 Value Master Fund........................................ $291 $ 86 n/a
U.S. Small Company Master Fund................................ $167 $ 150 $ 102
International Value Master Fund............................... $3,481 $3,466 $ 2,997
Emerging Markets Master Fund.................................. $284 $ 220 $ 226
One-Year Fixed Income Master Fund............................. $444 $ 420 $ 392
Two-Year Global Fixed Income Master Fund...................... $238 $ 214 $ 185
</TABLE>

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
Master Funds only to institutional investors in private offerings.

CODES OF ETHICS

The Fund and the Trust have adopted a revised Code of Ethics, under Rule
17j-1 of the 1940 Act, for certain access persons of the Portfolios and Master
Funds. In addition, the Advisor has adopted or will adopt a revised Code of
Ethics. The Codes are designed to ensure that access persons act in the interest
of the Portfolios and Master Funds, and their shareholders with respect to any
personal trading of securities. Under the Codes, access persons are generally
prohibited from knowingly buying or selling securities (except for mutual funds,
U.S. government securities and money market instruments) which are being
purchased, sold or considered for purchase

13
<PAGE>

or sale by a Portfolio or Master Fund unless their proposed purchases are
approved in advance. The Codes also contain certain reporting requirements and
securities trading clearance procedures.

SHAREHOLDER RIGHTS

The shares of each Portfolio, when issued and paid for in accordance with
the Portfolios' 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 that affect the interest of
the class of shares (Portfolio) that 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 a Master Fund of the Trust organized as a partnership
for federal tax purposes, if a majority shareholder of the Master Fund becomes
bankrupt, 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.

The Portfolios are new so there are not yet any principal shareholders of
their shares.

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 judgement of management, such suspension or rejection is in the best
interest

14
<PAGE>

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.

Reimbursement fees may be charged prospectively from time to time based
upon the future experience of the Portfolios that are currently sold at net
asset value. Any such charges will be described in the prospectus.

REDEMPTION AND TRANSFER 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 Commission, (2) during any period when an
emergency exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for the Fund to dispose of securities owned by
it, or fairly to determine the value of its assets and (3) for such other
periods as the Commission may permit.

TAXATION OF THE PORTFOLIOS

The following is a summary of some of the federal income tax consequences
of investing in the Portfolios. Because shares of the Portfolios are offered
exclusively to 401(k) plan investors, such investors will not be subject to tax
on distributions of net investment income or capital gains. Unless you invest in
the Portfolios through a 401(k) plan, you should consider the tax implications
of investing and consult your own tax adviser.

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
investment company, a 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 a Portfolio as a regulated investment
company, if it determines that 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 subject to tax will be taxed as ordinary dividend income to the
extent of a Portfolio's available earnings and profits. Some of the Master Funds
intend to qualify each year as regulated investment companies ("RIC Series"),
while others are taxable as partnerships for federal income tax purposes.

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 in 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 subject to tax 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. Because
shares of the Portfolios are offered exclusively to 401(k) plan investors, such
investors will not be subject to tax on such distributions.

15
<PAGE>

A Portfolio that 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, such 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 subject to tax will be required to
include in their gross income their pro rata share of foreign taxes paid by the
Portfolio. However, shareholders subject to tax 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.

REDEMPTION OF PORTFOLIO SHARES

Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder subject to tax to
recognize a gain or loss. If a shareholder subject to tax holds his shares as a
capital asset, the gain or loss that he realizes will be capital gain or loss.
For a shareholder subject to tax, 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 subject to tax 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 such
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. 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 a Master Fund may invest in complex securities and such
investments may be subject to numerous special and complicated tax rules. For
shareholders subject to tax, 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 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 shareholders
subject to tax by a Portfolio or Master Fund.

OTHER SPECIAL RULES APPLICABLE TO PORTFOLIOS THAT INVEST IN MASTER FUNDS

A Portfolio that invests in a Master Fund may be subject to certain special
rules depending on whether the Master Fund in which such Portfolio invests is a
RIC Series or is a Master Fund taxable as a partnership under the Code. For
example, Portfolios which invest in RIC Series will not be permitted to
pass-through foreign withholding taxes paid by such RIC Series to such
Portfolios' shareholders who are subject to tax. These special rules may affect
the amount, timing or character of the income distributed to shareholders of
such Portfolios.

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

16
<PAGE>

the Portfolio or Master Fund. Standard quotations of total return, which include
deductions of any applicable reimbursement fees, are computed in accordance with
Commission Guidelines and are presented whenever any non-standard quotations are
disseminated to provide comparability to other investment companies.
Non-standardized total return quotations may differ from the Commission
Guideline computations by covering different time periods, excluding deduction
of reimbursement fees charged to investors and paid to the Portfolios which
would otherwise reduce returns quotations. In all cases, disclosures are made
when performance quotations differ from the Commission Guideline. Performance
data is based on historical earnings and is not intended to indicate future
performances. 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.

With respect to the DFA International Value Portfolio K and the Emerging
Markets Portfolio K, 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 as well as the performance
of the local currency or currencies of the Portfolio.

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 restated to reflect the
Portfolio's fees and expenses. Quotations of the annualized percentage total
returns of the Master Funds, adjusted to reflect the anticipated expenses of the
Portfolios, for the one-year, five-years, and ten-years periods (as applicable)
ended December 31, 1999 are set forth in the prospectus. Such quotations utilize
the standardized method of calculation required by the Commission. With regard
to the Emerging Markets Portfolio K, they reflect the reimbursement fee charged
to investors and paid to the Portfolio. The current reimbursement fee for the
Emerging Markets Portfolio K, expressed as a percentage of the net asset value
of the shares of the Portfolio, is .50%. The Trust's annual report to
shareholders for the fiscal year ended November 30, 1999 contains additional
performance information for the Master Funds. Copies of the annual report are
available upon request and without charge.

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 assumes the account was completely redeemed at the end
of each period and the deduction of all applicable charges and fees. According
to the Commission formula:

P(1 + T) TO THE POWER OF n = 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 used by
the Commission, the Portfolios and Master Funds may disseminate other
performance data and may advertise total return performance 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,

17
<PAGE>

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, 2400 Eleven Penn Center, Philadelphia, PA
19103, are the Fund's and the Trust's independent accountants. They audit the
Fund's and the Trust's financial statements.

The audited financial statements of the Master Funds for the fiscal year
ended November 30, 1999, 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 free copy of the Trust's annual report on the
Fund's web site at dfafunds.com or by contacting the Fund at the address or
telephone number appearing on the cover of this SAI.

18
<PAGE>

DIMENSIONAL INVESTMENT GROUP INC. (30/31)

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.

(4) Articles Supplementary as filed with the Maryland Secretary
of State on September 13, 1999 re: the addition of the:
* Tax-Managed U.S. Marketwide Value Portfolio XI
* U.S. Large Company Institutional Index Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.

C-1
<PAGE>

(5) Articles Supplementary as filed with the Maryland Secretary
of State on March 29, 2000 re: the addition of the:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income Portfolio K

IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.a.

(b) By-Laws.
By-Laws of the Registrant.
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.b.

(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 Dimensional Fund Advisors Inc. re: the:
* RWB/DFA Two-Year Corporate Fixed Income Portfolio
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) Form of Investment Advisory Agreement between the Registrant
and DFA re: the:
* RWB/DFA Two-Year Government Portfolio

C-2
<PAGE>

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.

(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 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.

(ii) Addendum Number Two
re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio XI
* U.S. Large Company Institutional Index Portfolio

C-3
<PAGE>

Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.

(iii) Addendum Number Three
re: the addition of:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income Portfolio K
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.g.

(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.

(ii) Addendum Number Two
re: the addition of:
* Tax-Managed U.S. Marketwide Value Portfolio XI

C-4
<PAGE>

* U.S. Large Company Institutional Index Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 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
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.

C-5
<PAGE>

(ii) Addendum Number Two
re: the addition of:

* Tax-Managed U.S. Marketwide Value Portfolio XI
* U.S. Large Company Institutional Index Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 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 Registrant's Registration
Statement 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 Registrant's Registration
Statement on Form N-1A.

C-6
<PAGE>

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 Registrant's Registration
Statement 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:
* U.S. 6-10 Value Portfolio II
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.

(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 Registrant's Registration
Statement 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 Registrant's Registration
Statement 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 Registrant's Registration
Statement on Form N-1A.

C-7
<PAGE>

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 Registrant's Registration
Statement 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:
* 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.

(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 Registrant's Registration
Statement 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 Registrant's Registration
Statement 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

C-8
<PAGE>

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.

(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 Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.

(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.

(xv) Dated September 13, 1999 re: the:
* Tax-Managed U.S. Marketwide Value Portfolio XI
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.

(xvi) Dated September 13, 1999 re: the:
* U.S. Large Company Institutional Index Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.

C-9
<PAGE>

(xvii) Form of Administration Agreement re: the:
* U.S. 6-10 Small Company Portfolio K
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income Portfolio K
IS ELECTRONICALLY FILED HEREWITH AS 99.h.3.

(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. 2/13
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 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.

(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.

C-10
<PAGE>

(5) Form of Facility Agreement with DFA.
Previously filed with this registration statement and
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
the 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

C-11
<PAGE>

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.

(i) Legal Opinion.
(1) Opinion of Stradley, Ronon, Stevens & Young, LLP.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 29/30 to
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 22, 2000.

(2) Opinion of Stradley, Ronon, Stevens & Young, LLP regarding:
* U.S. 6-10 Small Company Portfolio K
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income Portfolio K
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.i.

(j) Other Opinions.
(1) Consent of PricewaterhouseCoopers LLP
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.j.

(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.

C-12
<PAGE>

(m) Rule 12b-1 Plan.
Not applicable.

(n) Rule 18f-3 Plan.
Not Applicable.

(o) 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. 29/30 to the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 22, 2000.

(2) On behalf of The 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. 29/30 to the
Registrant's Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 22, 2000.

(p) Codes of Ethics.
(1) Code of Ethics of Registrant and The DFA Investment Trust
Company
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.p.1.

(2) Code of Ethics of Advisor.
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.p.2

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.

C-13
<PAGE>

ITEM 25. INDEMNIFICATION.
(a) Reference is made to Section 1 of Article Ten of the Registrant's
By-Laws, filed herewith, 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,

C-14
<PAGE>

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
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. (the "Advisor"), 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 Value Fund 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

C-15
<PAGE>

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.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the office
of the Registrant and at additional locations, as follows:

Name Address
---- -------
Dimensional Investment 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.

C-16
<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.
30/31 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 26th day of April, 2000.

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. 30/31 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and Chairman-Chief April 26, 2000
David G. Booth Executive Officer

Rex A. Sinquefield* Director and Chairman-Chief April 26, 2000
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial Officer; Treasurer April 26, 2000
Michael T. Scardina and Vice President

George M. Constantinides* Director April 26, 2000
George M. Constantinides

John P. Gould* Director April 26, 2000
John P. Gould

Roger G. Ibbotson* Director April 26, 2000
Roger G. Ibbotson

Merton H. Miller* Director April 26, 2000
Merton H. Miller

Myron S. Scholes* Director April 26, 2000
Myron S. Scholes
</TABLE>

* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power of Attorney)

C-17
<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 26th day of April, 2000.

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. 30/31 to
the Registration Statement of Dimensions Investment Group Inc. on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and Chairman-Chief Executive April 26, 2000
David G. Booth Officer

Rex A. Sinquefield* Director and Chairman-Chief April 26, 2000
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial Officer; Treasurer April 26, 2000
Michael T. Scardina and Vice President

George M. Constantinides* Director April 26, 2000
George M. Constantinides

John P. Gould* Director April 26, 2000
John P. Gould

Roger G. Ibbotson* Director April 26, 2000
Roger G. Ibbotson

Merton H. Miller* Director April 26, 2000
Merton H. Miller

Myron S. Scholes* Director April 26, 2000
Myron S. Scholes
</TABLE>

*By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power of Attorney)

C-18
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
N-1A EDGAR
Exhibit No. Exhibit No. Description
<S> <C> <C>
23(a)(5) EX-99.a Articles Supplementary

23(b) EX-99.b By-Laws

23(g)(1)(iii) EX-99.g Addendum Number Three to Custodian Agreement

23(h)(1)(iii) EX-99.h.1 Addendum Number Three to Transfer Agency Agreement

23(h)(2)(iii) EX-99.h.2 Addendum Number Three to Administration and Accounting
Services Agreement

23(h)(3)(xvii) EX-99.h.3 Administration Agreement

23(i) EX-99.i Legal Opinion

23(j) EX-99.j Consent of PricewaterhouseCoopers LLP

23(p)(1) EX-99.p.1 Code of Ethics of Registrant

23(p)(2) EX-99.p.2 Code of Ethics of Advisor
</TABLE>

C-19

<PAGE>

EXHIBIT NO. EX-99.A

DIMENSIONAL INVESTMENT GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER

DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation")
and registered under the Investment Company Act of 1940 as an open-end company,
hereby certifies, in accordance with the requirements of Section 2-208 and
2-208.1 of the Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:

FIRST: The Corporation has authority to issue a total of Four Billion
(4,000,000,000) shares of stock, with a par value of One Cent ($.01) per share,
having an aggregate par value of Forty Million Dollars ($40,000,000), all of
which shall be considered common stock. The allocation of shares of common stock
to each of its fifteen existing Classes is as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
CLASS DESIGNATION ALLOCATED
----------------- -------------------------------
<S> <C>
The DFA 6-10 Institutional 200,000,000
Portfolio Shares

The DFA International Value 200,000,000
Portfolio Shares

U.S. Large Cap Value 200,000,000
Portfolio II Shares

U.S. 6-10 Value 200,000,000
Portfolio II Shares

DFA International Value 200,000,000
Portfolio II Shares

DFA International Value 200,000,000
Portfolio III Shares

1
<PAGE>

NUMBER OF SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
CLASS DESIGNATION ALLOCATED
----------------- -------------------------------
<S> <C>
U.S. Large Cap Value 200,000,000
Portfolio III Shares

RWB/DFA U.S. High Book to 200,000,000
Market Portfolio Shares

RWB/DFA Two-Year Corporate 200,000,000
Fixed Income Portfolio Shares

RWB/DFA Two-Year Government 200,000,000
Portfolio Shares

DFA International Value 200,000,000
Portfolio IV Shares

Emerging Markets Portfolio II 200,000,000
Shares

Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio II Shares

Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio XI Shares

U.S. Large Company Institutional Index 200,000,000
Portfolio Shares
</TABLE>

SECOND: In accordance with Section 2-105(c) of the Maryland General
Corporation Law, the Board of Directors of the Corporation has adopted a
resolution increasing the total number of shares of common stock that the
Corporation has authority to issue from Four Billion (4,000,000,000) shares of
common stock, with a par value of One Cent ($.01) per share and an aggregate par
value of Forty Million Dollars ($40,000,000), to Eight Billion (8,000,000,000)
shares of common stock, with a par value of One Cent ($.01) per share and an
aggregate par value of Eighty Million Dollars ($80,000,000).

THIRD: The Board of Directors of the Corporation has adopted a resolution
classifying and allocating one billion six hundred million (1,600,000,000)
shares of the unallocated and unissued common stock (par value $.01 per share)
of the Corporation as follows: two hundred million (200,000,000) shares were
allocated to each of eight new classes of common stock designated: "U.S. 6-10
Small Company Portfolio K Shares,"

2
<PAGE>

"U.S. Large Cap Value Portfolio K Shares," "U.S. 4-10 Value Portfolio K Shares,"
"U.S. Large Company Portfolio K Shares," "DFA International Value Portfolio K
Shares," "Emerging Markets Portfolio K Shares," "DFA One-Year Fixed Income
Portfolio K Shares" and "DFA Two-Year Global Fixed Income Portfolio K Shares."

FOURTH: Following the aforesaid increase of the total number of authorized
shares of common stock of the Corporation, and the classifications and
allocations, the total number of shares of common stock which the Corporation is
authorized to issue is Eight Billion (8,000,000,000) shares, with a par value of
One Cent ($.01) per share and an aggregate par value of Eighty Million Dollars
($80,000,000). The allocation of shares of common stock to each of the
twenty-three classes of the common stock (each a "Class" and, collectively, the
"Classes") is as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
CLASS DESIGNATION ALLOCATED
----------------- --------------------------------
<S> <C>
The DFA 6-10 Institutional 200,000,000
Portfolio Shares

The DFA International Value 200,000,000
Portfolio Shares

U.S. Large Cap Value 200,000,000
Portfolio II Shares

U.S. 6-10 Value 200,000,000
Portfolio II Shares

DFA International Value 200,000,000
Portfolio II Shares

DFA International Value 200,000,000
Portfolio III Shares

U.S. Large Cap Value 200,000,000
Portfolio III Shares

RWB/DFA U.S. High Book to 200,000,000
Market Portfolio Shares

RWB/DFA Two-Year Corporate 200,000,000
Fixed Income Portfolio Shares

3
<PAGE>

NUMBER OF SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
CLASS DESIGNATION ALLOCATED
----------------- --------------------------------
<S> <C>

RWB/DFA Two-Year Government 200,000,000
Portfolio Shares

DFA International Value 200,000,000
Portfolio IV Shares

Emerging Markets Portfolio II 200,000,000
Shares

Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio II Shares

Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio XI Shares

U.S. Large Company Institutional Index 200,000,000
Portfolio Shares

U.S. 6-10 Small Company Portfolio K 200,000,000
Shares

U.S. Large Cap Value Portfolio K 200,000,000
Shares

U.S. 4-10 Value Portfolio K Shares 200,000,000

U.S. Large Company Portfolio K 200,000,000
Shares

DFA International Value Portfolio K 200,000,000
Shares

Emerging Markets Portfolio K 200,000,000
Shares

DFA One-Year Fixed Income Portfolio K 200,000,000
Shares

DFA Two-Year Global Fixed Income 200,000,000
Portfolio K Shares
</TABLE>

4
<PAGE>

FIFTH: A description of the shares of each Class, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation, is as follows:

The holder of each share of each Class shall be entitled to one vote for
each full share, and a fractional vote for each fractional share of stock then
standing in his or her name on the books of the Corporation. All shares of the
Classes then issued and outstanding and entitled to vote, irrespective of Class,
shall be voted in the aggregate and not by Class, except: (1) when otherwise
expressly provided by the Maryland General Corporation Law; (2) when required by
the Investment Company Act of 1940, as amended, shares shall be voted by Class;
and (3) when a matter to be voted upon does not affect any interest of a
particular Class then only shareholders of the affected Class or Classes shall
be entitled to vote thereon.

Each share of each Class shall have the following preferences and special
rights, restrictions, and limitations:

(1) All consideration received by the Corporation for the issue or
sale of stock of a Class, together with all assets, income and proceeds
derived from the sale, exchange, or liquidation of assets of such Class,
and any funds or payments derived from any reinvestment thereof, shall
belong to such Class and shall be so recorded upon the books of account of
the Corporation.

(2) The assets of any Class shall be charged with the liabilities of
such Class, and with such share of the general liabilities of the
Corporation as the Board of Directors may determine.

(3) Dividends or distributions on shares of a Class shall be paid only
out of earnings, surplus, or other legally available assets of such Class.

(4) In the event of the liquidation or dissolution of the Corporation,
stockholders of a Class shall be entitled to receive, as a Class, out of
the assets of the Corporation available for distribution to stockholders,
but other than general assets not belonging to any particular Class, the
asset belonging to such Class; and the assets so distributable to the
stockholders of any Class shall be distributed among such stockholders in
proportion to the number of shares of such Class held by them and recorded
on the books of the Corporation. In the event that there are any general
assets of the Corporation not belonging to any particular Class and
available for distribution, such assets shall be distributed to the holders
of stock of all Classes in proportion to the relative net asset value of
the respective Classes determined as provided in the charter of the
Corporation.

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(5) The holders of the shares of stock of the Corporation shall have
no preemptive rights to subscribe to new or additional shares of its stock
or other securities.

SIXTH: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority contained in the charter of the Corporation.

SEVENTH: The undersigned Vice President hereby acknowledges these Articles
Supplementary to the charter to be the corporate act of the Corporation and, as
to all matters or facts required to be verified under oath, the undersigned Vice
President acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material respects, and that this
statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its Vice President and attested to by its
Assistant Secretary on this 23rd day of March, 2000.

ATTEST: DIMENSIONAL INVESTMENT GROUP
INC.

/s/ Catherine L. Newell By: /s/ Michael T. Scardina
- -------------------------------- ---------------------------------------
Catherine L. Newell, Michael T. Scardina, Vice President, Chief
Assistant Secretary Financial Officer and Treasurer

<PAGE>

EXHIBIT NO. EX-99.B

DIMENSIONAL INVESTMENT GROUP INC.

* * * * * * * * *

BY-LAWS

* * * * * * * * *

ARTICLE I

SECTION 1. FISCAL YEAR. Unless otherwise provided by resolution of the
Board of Directors, the fiscal year of the Corporation shall begin December 1
and end on the last day of November.

SECTION 2. REGISTERED OFFICE. The registered office of the Corporation in
Maryland shall be located at 300 East Lombard Street, Baltimore, Maryland 21202.
The name of its Resident Agent is The Corporation Trust Incorporated, whose
address is the same as above.

SECTION 3. OTHER OFFICES. The Corporation shall also have a place of
business in Santa Monica, California, and the Corporation shall have the power
to open additional offices for the conduct of its business, either within or
outside the States of Maryland and California, at such places as the Board of
Directors may from time to time designate.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETING. Annual Meetings, if held, shall be held in
such place as the Board of Directors may by resolution establish. In the absence
of any specific resolution, Annual Meetings of Stockholders shall be held at the
Corporation's principal office in Santa Monica, California. Meetings of
stockholders for any other purpose may be held at such place as shall be stated
in the Notice of the Meeting, or in a duly executed Waiver of Notice thereof.

SECTION 2. ANNUAL MEETINGS. The Corporation is not required to hold an
Annual Meeting in any year in which the Corporation is not required to convene a
meeting under the Investment Company Act of 1940 (the "Act"). If the Corporation
is required by the Act to hold a meeting of stockholders to elect directors, the
meeting shall be designated an Annual Meeting of Stockholders for that year and
shall be held no later than 60 days after the occurrence of the event requiring
the meeting; except if an Order is granted by the Securities and Exchange
Commission exempting the Corporation from the operation of Section 16(a) of the
Act or a no-action position of similar effect is obtained, in which event such
meeting shall be held no later than 120 days after the occurrence of the event

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requiring the meeting. Otherwise, Annual Meetings shall be held only if called
by the Board of Directors of the Corporation and, if called, shall be held
during the month of May on such date as fixed by the Board of Directors by
resolution.

SECTION 3. SPECIAL MEETINGS. Special Meetings of the stockholders may be
called at any time by the President, or by a majority of the Board of Directors,
and shall be called by the President or Secretary upon written request of the
holders of shares entitled to cast not less than ten per cent of all the votes
entitled to be cast at such meeting.

SECTION 4. NOTICE. Not less than 10 or more than 90 days before the date of
every Annual or Special Meeting of Stockholders, the Secretary shall give to
each stockholder entitled to vote at such meeting written notice stating the
time and place of the meeting and, in the case of a Special Meeting, the purpose
or purposes for which the meeting is called. Business transacted at any Special
Meeting of Stockholders shall be limited to the purposes stated in the Notice.

SECTION 5. RECORD DATE FOR MEETINGS. The Board of Directors may fix in
advance a date not more than 90 days, nor less than 10 days, prior to the date
of any Annual or Special Meeting of Stockholders as a record date for the
determination of the stockholders entitled to receive notice of the meeting, and
to vote at any meeting and any adjournment thereof. If an Annual Meeting is held
to elect directors pursuant to the requirements of the Act, the Board shall fix
the record date within the time required for holding such Annual Meeting as
provided in Section 2 of this Article but not more than 90 nor less than 10 days
prior to such meeting. Only those stockholders who are stockholders of record on
the date so fixed shall be entitled to receive notice of and to vote at such
meeting and any adjournment thereof as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

SECTION 6. QUORUM. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting shall constitute a quorum. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting, until a time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

SECTION 7. MAJORITY. Except as otherwise provided by applicable law or the
Articles of Incorporation, a majority of all votes cast at a meeting at which a
quorum is present is sufficient to approve any matter which properly comes
before the meeting.

SECTION 8. VOTING. The holders of each share of stock of the Corporation
then issued and outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except: (1) when otherwise
expressly provided by the Maryland General Corporation Law; (2) when required by
the Act, shares shall be voted by class; and (3) when a matter to be voted upon
does not affect any interest of a

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<PAGE>

particular class, then only stockholders of the affected class or classes shall
be entitled to vote thereon.

A stockholder may vote in person or by proxy, but no proxy shall be valid
after 11 months from its date, unless otherwise provided in the proxy. At all
meetings of stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the Chairman of the
meeting.

SECTION 9. INSPECTORS. At any election of Directors, the Board of Directors
prior thereto may, or, if they have not so acted, the Chairman of the meeting
may, and upon the request of the holders of 10% of the shares entitled to vote
at such election shall, appoint an inspector of election who shall first
subscribe an oath of affirmation to execute faithfully the duties of inspector
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed an
inspector of election. The Chairman of the meeting may cause a vote by ballot to
be taken upon any election or matter, and such vote shall be taken upon the
request of the holders of 10% of the stock entitled to vote on such election or
matter.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the Corporation shall be managed
by its Board of Directors, which may exercise all powers of the Corporation,
except such as are by statute, or the Articles of Incorporation, or by these
By-Laws conferred upon or reserved to the stockholders.

SECTION 2. NUMBER AND TERM OF OFFICE. The number of Directors which shall
constitute the whole Board shall be determined from time to time by the Board of
Directors, but shall not be fewer than three, nor more than fifteen, except when
there are less than three stockholders of the Corporation, when there may be two
Directors. Each Director shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

SECTION 3. ELECTION. Directors shall be elected by the stockholders except
that any vacancy in the Board of Directors may be filled by a majority vote of
the entire Board of Directors if immediately after filling such vacancy at least
two-thirds of the Board of Directors have been elected by the stockholders. In
the event that at any time less than a majority of the Directors of the
Corporation were elected by the stockholders, the Corporation shall cause a
meeting of stockholders to be held for the purpose of electing Directors, as
provided in Article II, Section 2 hereof.

SECTION 4. PLACE OF MEETING. Meetings of the Board of Directors, regular or
special, may be held at any place in or out of the State of Maryland as the
Board may from time to time determine.

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<PAGE>

SECTION 5. QUORUM. At all meetings of the Board of Directors a majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business and the action of a majority of the Directors present at any meeting at
which a quorum is present shall be the action of the Board of Directors, except
as otherwise provided by applicable law. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

SECTION 7. SPECIAL MEETINGS. Special Meetings of the Board of Directors may
be called by the President on one day's notice to each Director; Special
Meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of two Directors.

SECTION 8. INFORMAL ACTIONS. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if a written consent to such action is signed in one or
more counterparts by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.

SECTION 9. COMMITTEES. The Board of Directors may by resolution passed by a
majority of the whole Board appoint from among its members an executive
committee and other committees composed of two or more Directors, and may
delegate to such committees, in the intervals between meetings of the Board of
Directors, any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, except the power to declare
dividends, to issue stock or to recommend to stockholders any action requiring
stockholders' approval. In the absence of any member of a committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of such absent
member.

SECTION 10. ACTION OF COMMITTEES. Each committee shall report the same to
the Board of Directors at the meeting next succeeding, and any action by the
committee shall be subject to revision and alteration by the Board of Directors,
provided that no rights of third persons shall be affected by any such revision
or alteration.

SECTION 11. COMPENSATION. Any Director, whether or not a salaried officer
or employee of the Corporation, may be compensated for services as Director or
as a member of a committee of Directors, or as Chairman of the Board or Chairman
of a committee by fixed periodic payments or by fees for attendance at meetings
or by both, and may be reimbursed for transportation and other expenses, all in
such manner and amounts as the Board of Directors may from time to time
determine.

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<PAGE>

ARTICLE IV

NOTICES

SECTION 1. FORM. Notices to stockholders shall be in writing and delivered
personally or mailed to the stockholders at their addresses appearing on the
books of the Corporation. Notices to Directors shall be oral or by telephone or
telegram or in writing delivered personally or mailed to the Directors at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
Directors need not state the purpose of a Regular or Special Meeting.

SECTION 2. WAIVER. Whenever any notice of the time, place or purpose of any
meeting of the stockholders, the Board of Directors or a committee is required
to be given under the provisions of Maryland law or under the provisions of the
Articles of Incorporation or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting of stockholders in person or by proxy, or at the meeting of the
Board of Directors or committee in person, shall be deemed equivalent to the
giving of such notice to such persons.

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be chosen by the
Board of Directors and shall include: (1) a President, who shall be the Chief
Operating Officer of the Corporation and a Director; (2) a Secretary; and (3) a
Treasurer. The Board of Directors may, from time to time, elect or appoint a
Controller, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. The Board of Directors shall also appoint two Chairmen, one of whom
shall be the Chief Executive Officer and the second shall be the Chief
Investment Officer of the Corporation and who shall perform and execute such
other duties and powers as the Board of Directors shall from time to time
prescribe. Two or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the Articles of Incorporation or these
By-Laws to be executed, acknowledged or verified by two or more officers.

SECTION 2. OTHER OFFICERS. The Board of Directors from time to time may
appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The Board of
Directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe the
respective rights, terms of office, authorities and duties.

SECTION 3. COMPENSATION. The salaries or other compensation of all officers
and agents of the Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any person or group of persons the
power to fix the salary or

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<PAGE>

other compensation of any subordinate officers or agents appointed pursuant to
Section 2 of this Article V.

SECTION 4. TENURE. The officers of the Corporation shall serve at the
pleasure of Board of Directors and until their successors are elected and
qualify. Any officer may be removed by the affirmative vote of a majority of the
Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby. Any vacancy occurring in any office of the
Corporation by death, resignation, removal, or otherwise shall be filled by the
Board of Directors.

SECTION 5. PRESIDENT-CHIEF OPERATING OFFICER. The President shall be the
chief operating officer of the Corporation; he shall see that all orders and
resolutions of the Board are carried into effect. The President shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe. In the absence or disability of the President the
Chairman-Chief Investment Officer shall perform the duties of the President.

SECTION 6. VICE-PRESIDENTS. The Vice-Presidents, in the order of their
seniority, shall in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors may from time to time prescribe; provided that
the Vice President-Chief Administrative Officer, if any person has been elected
to such office by the Board of Directors and then holds such office, shall be
the chief administrative officer of the Corporation.

SECTION 7. SECRETARY. The Secretary and/or an Assistant Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall perform like
duties for any committee when required. The Secretary shall give, or cause to be
given, notice of meetings of the stockholders, the Board of Directors and each
committee, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision the Secretary shall be. The
Secretary shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix and attest the same to any
instrument requiring it. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by such officer's signature.

SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries, in order of
their seniority, shall in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.

SECTION 9. TREASURER. The Treasurer, unless another officer of the
Corporation has been so designated, shall be the chief financial officer of the
Corporation. He shall supervise the general activities of the Controller, if
any, and shall also perform those acts as the Board of Directors may from time
to time determine by resolution.

SECTION 10. CONTROLLER. The Board of Directors may designate a Controller
who shall be under the direct supervision of the Treasurer. He shall maintain
adequate records of all assets, liabilities and transactions of the Corporation,
establish and maintain internal accounting controls and, in cooperation with the
independent public accountants selected

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<PAGE>

by the Board of Directors, supervise internal auditing. He shall have such
further powers and duties as may be conferred upon him from time to time by the
President or the Board of Directors.

SECTION 11. ASSISTANT TREASURERS. The Assistant Treasurers, in the order of
their seniority, shall in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors may from time to time prescribe.

ARTICLE VI

NET ASSET VALUE

SECTION 1. NET ASSET VALUE. The net asset value per share of each class of
stock of the Corporation (each a "Portfolio" and, collectively, the
"Portfolios") shall be determined by dividing the total current market value of
the investments and other assets belonging to each Portfolio, less any
liabilities attributable to such Portfolio, by the total outstanding shares of
such Portfolio. Securities which are listed on a securities exchange for which
market quotations are available shall be valued at the last quoted sale price of
the day or, if there is no such reported sale, at the mean between the most
recent quoted bid and asked prices. Price information on listed securities will
be taken from the exchange where the security is primarily traded. Unlisted
securities for which market quotations are readily available will be 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) will be determined in good faith at fair value using
methods determined by the Board of Directors.

The net asset value per share of each Portfolio shall be determined as of
the close of the New York Stock Exchange on each day that the Exchange is open
for business, except as otherwise described in the registration statement of the
Corporation.

ARTICLE VII

FUNDAMENTAL POLICIES

SECTION 1. INVESTMENT LIMITATIONS. The following restrictions shall apply
to the Portfolios and may not be changed with respect to any Portfolio without
the approval of the lesser of (i) 67% or more of the shares entitled to vote
thereon present or represented by proxy at a meeting if the holders of more than
50% of the shares entitled to vote thereon are present or represented by proxy,
or (ii) more than 50% of the shares entitled to vote thereon:

The Portfolios shall not:

(a) Invest in commodities or purchase or sell real estate, including
limited partnership interests therein, although they may purchase
and sell securities of companies which deal in real estate and
may purchase and sell securities which are secured by interests
in real

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<PAGE>

estate; and DFA International Value Portfolio, DFA International
Value Portfolio II, DFA International Value Portfolio III, DFA
International Value Portfolio IV and DFA International Value
Portfolio V (collectively, the "International Value Portfolios")
and Emerging Markets Portfolio II and Emerging Markets Portfolio
III (collectively, the "Emerging Markets Portfolios) may purchase
or sell foreign currency futures contracts and options; and U.S.
Large Cap Value Portfolio II, U.S. Large Cap Value Portfolio III,
U.S. Large Cap Value Portfolio IV and RWB DFA U.S.
High-Book-to-Market Portfolio (collectively, the "U.S. Large
Value Portfolios"), the International Value Portfolios, the
Emerging Markets Portfolios, U.S. 6-10 Value Portfolio II,
RWB/DFA Two-Year Corporate Fixed Income Portfolio, RWB/DFA
Two-Year Government Portfolio, U.S. Large Company Institutional
Index Portfolio, the Tax-Managed U.S. Marketwide Value Portfolio
II and Tax-Managed U.S. Marketwide Value Portfolio XI
(collectively, the "Tax-Managed Value Portfolios"), the U.S.
Large Company Portfolio K, U.S. 4-10 Value Portfolio K, U.S.
Large Cap Value Portfolio K, U.S. 6-10 Small Company Portfolio K,
DFA International Value Portfolio K, Emerging Markets Portfolio
K, DFA One-Year Fixed Income Portfolio K and DFA Two-Year Global
Fixed Income Portfolio K (collectively, the "K Portfolios"), U.S.
Large Company Portfolio II, U.S. 4-10 Value Portfolio II and DFA
Two-Year Global Fixed Income Portfolio II may purchase or sell
financial futures contracts and options thereon;

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

(c) As to 75% of a Portfolio's total assets, invest in the securities
of any issuer (except obligations of the United States
Government, 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;

(d) Purchase or retain securities of an issuer if those officers and
directors of the Corporation or its investment advisor owning
more than 1/2 of 1% of such securities together own more than 5%
of such securities; provided that the Tax-Managed Value
Portfolios, the K Portfolios, U.S. Large Company Institutional
Index Portfolio and U.S. 4-10 Value Portfolio II are not subject
to this limitation;

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<PAGE>

(e) Issue senior securities or borrow, except from banks and as a
temporary measure for extraordinary or emergency purposes and
then, in no event, in excess of 33% of a Portfolio's net assets,
or pledge in excess of 33% of a Portfolio's net assets to secure
such loans; provided that DFA One-Year Fixed Income Portfolio II
may borrow no more than 5% of its net assets;

(f) 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 paragraph (e) of this section; provided that the
Tax-Managed Value Portfolios, the K Portfolios, U.S. Large
Company Institutional Index Portfolio and U.S. 4-10 Value
Portfolio II are not subject to this limitation;

(g) Invest more than 15% of the value of a 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, however,
that DFA One-Year Fixed Income Portfolio II and U.S. Large
Company Portfolio II may invest not more than 10% of its total
assets in illiquid securities and provided that the Tax-Managed
Value Portfolios, the K Portfolios, DFA Two-Year Global Fixed
Income Portfolio II, U.S. Large Company Institutional Index
Portfolio and U.S. 4-10 Value Portfolio II are not subject to
this limitation;

(h) Engage in the business of underwriting securities issued by
others;

(i) Invest for the purpose of exercising control over management of
any company; provided that the Tax-Managed Value Portfolios, the
K Portfolios, U.S. Large Company Institutional Index Portfolio
and U.S. 4-10 Value Portfolio II are not subject to this
limitation;

(j) 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 Portfolios,
the Tax-Managed Value Portfolios, the K Portfolios, U.S. Large
Company Institutional Index Portfolio and U.S. 4-10 Value
Portfolio II may invest their assets in securities of investment
companies and units of such companies such as, but not limited
to, S&P Depository Receipts;

(k) 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
Value Portfolios, the K Portfolios, the Emerging Markets
Portfolios, U.S. Large Company Institutional Index Portfolio and
U.S. 4-10 Value Portfolio II are not subject to this limitation;

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<PAGE>

(l) Acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
total assets of the Portfolio would be invested in securities of
companies within such industry; provided, however, that the
foregoing restriction shall not apply to obligations issued or
guaranteed by banks and bank holding companies or government
securities as defined in Section 2(a)(16) of the Act acquired by
DFA One-Year Fixed Income Portfolio II, DFA Two-Year Global Fixed
Income Portfolio II or RWB/DFA Two-Year Corporate Fixed Income
Portfolio;

(m) Write or acquire options (except as described in paragraph (a) of
this section) or interests in oil, gas or other mineral
exploration, leases or development programs; provided that the
Tax-Managed Value Portfolios may write or acquire options and the
K Portfolios, U.S. Large Company Institutional Index Portfolio
and U.S. 4-10 Value Portfolio II are not subject to this
limitation;

(n) Purchase warrants; provided, however, that the Portfolios, except
DFA One-Year Fixed Income Portfolio II, DFA Two-Year Global Fixed
Income Portfolio II, RWB/DFA Two-Year Corporate Fixed Income
Portfolio and RWB/DFA Two-Year Government Portfolio, may each
acquire warrants as a result of corporate actions involving their
respective holdings of equity securities and provided that the
Tax-Managed Value Portfolios, the K Portfolios, U.S. Large
Company Institutional Index Portfolio and U.S. 4-10 Value
Portfolio II are not subject to this limitation;

(o) Purchase securities on margin or sell short; provided that the
Tax-Managed Value Portfolios, the K Portfolios and U.S. 4-10
Value Portfolio II are not subject to the limitation on selling
securities short; or

(p) Acquire more than 10% of the voting securities of any issuer;
provided that this limitation applies only to 75% of the assets
of U.S. 6-10 Value Portfolio II, U.S. 4-10 Value Portfolio II,
the U.S. Large Value Portfolios and the Emerging Markets
Portfolios and provided that the U.S. Large Company Institutional
Index Portfolio and the Tax-Managed Value Portfolios are not
subject to this limitation; or

(q) Issue senior securities (as such term is defined in Section 18(f)
of the Investment Company Act of 1940), except to the extent
permitted under the Act.

Notwithstanding the investment limitations described in (c), (g), (i), (j),
(k), (l) and (p) above, all or substantially all of the assets of each Portfolio
may be invested in

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<PAGE>

another registered, open-end investment company having the same investment
objective, policies and limitations as the Portfolio.

SECTION 2. LENDING OF SECURITIES. Each of the Portfolios is authorized to
lend its portfolio securities to brokers, dealers and other institutional
borrowers, provided that a Portfolio shall not make any such loan if when made
more than one-third of the then current market value of such Portfolio's assets
would consist of lent securities.

ARTICLE VIII

STOCK

SECTION 1. ISSUANCE WITHOUT CERTIFICATES; STOCK LEDGER. The issuance of
shares of stock in the Corporation shall be recorded by electronic or other
means without the issuance of certificates, provided that shares of stock in the
Corporation represented by certificates shall not be affected until such
certificates are surrendered to the Corporation. The Corporation shall maintain
an original stock ledger containing the names and addresses of all stockholders
and the number and Portfolio of shares held by each stockholder. Such stock
ledger may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.

SECTION 2. LOST CERTIFICATES. If any stockholder alleges that such
stockholder's certificates or certificates for shares of stock in the
Corporation have been stolen, lost or destroyed, upon the making of an affidavit
of that fact by such stockholder or upon other satisfactory evidence of such
loss or destruction, the Board of Directors may direct that the Corporation's
stock ledger be marked to cancel such certificates and record the ownership of
such shares in accordance with Section 1 of this Article. When authorizing such
cancellation and recordation of ownership, the Board of Directors may, in its
discretion and as a condition precedent to such action, require the stockholder,
or his legal representative, to advertise the same in such manner as it shall
require and to give the Corporation a bond with sufficient surety to indemnify
the Corporation against any loss or claim that may be made by reason of such
action.

SECTION 3. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and vote such shares.

SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, from
time to time, appoint or remove transfer agents and/or registrars of transfers
of shares of stock of the Corporation, and it may appoint the same person as
both transfer agent and registrar.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. DIVIDENDS. With respect to "dividends" (including dividends
designated as "short" or "long" term "capital gains" distributions to satisfy
requirements of the Internal Revenue Code of 1986, as amended from time to
time):

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<PAGE>

(a) Such dividends shall be automatically reinvested solely in additional
shares (or fractions thereof) of the Portfolio in respect of which such
dividends were declared at the net asset value on the reinvestment date,
provided that a stockholder may notify the Corporation in writing of an election
to receive dividends in cash.

(b) The Board of Directors, in declaring any dividend, may fix a record
date not earlier than the date of declaration or more than 90 days after the
date of declaration, as of which the stockholders entitled to receive such
dividend shall be determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares occurring after such record date.

(c) Dividends on shares of stock, whether payable in stock or cash, shall
be paid out of earnings, capital surplus or other lawfully available assets. All
dividend payments, or distributions in the nature of a dividend payment, may be
made wholly or partly from any source other than accumulated, undistributed net
income, and such payment shall be accompanied by a written statement clearly
indicating what portion of such payment per share is made from the following
sources:

(i) Accumulated or undistributed net income, not including profits or
losses from the sale of securities or other properties;

(ii) Accumulated or undistributed net profits from the sale of
securities or other properties;

(iii) Paid-in capital.

(d) Anything in these By-Laws to the contrary notwithstanding, the Board of
Directors may at any time declare and distribute pro rata among the stockholders
of a Portfolio, as of a record date fixed as above provided, a "stock dividend"
of additional shares of such Portfolio issuable out of either authorized but
unissued stock of the Corporation, or both.

SECTION 2. RIGHTS IN SECURITIES. The Board of Directors, on behalf of the
Corporation, shall have the authority to exercise all of the rights of the
Corporation as owner of any securities which might be exercised by any
individual owning such securities in his own right; including but not limited
to, the right to vote by proxy for any and all purposes and the right to
authorize any officer of the investment adviser or other delegate to execute
proxies.

SECTION 3. CLAIMS AGAINST PORTFOLIO ASSETS. In any loan agreement by which
funds are borrowed for a Portfolio and each related agreement to pledge,
mortgage or hypothecate any of the assets of such Portfolio, the Corporation
shall provide that such loan shall be repaid solely out of the assets of such
Portfolio and that, to the extent such loan may be secured only by the assets of
such Portfolio, no creditor of such Portfolio shall have any rights to any
assets of the Corporation other than the specific assets which secure the
agreement.

SECTION 4. REPORTS. The Corporation shall furnish stockholders with reports
of its financial condition as required by Section 30(d) of the Act and the rules
thereunder.

12
<PAGE>

SECTION 5. BONDING OF OFFICERS AND EMPLOYEES. All officers and employees of
the Corporation shall be bonded to such extent, and in such manner, as may be
required by law.

SECTION 6. SEAL. The Corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed, or otherwise reproduced.

ARTICLE X

INDEMNIFICATION OF
OFFICERS AND DIRECTORS

SECTION 1. With respect to the indemnification of the officers and
Directors of the Corporation:

(a) The Corporation shall indemnify each officer and Director made party to
a proceeding, by reason of service in such capacity, to the fullest extent, and
in the manner provided, under section 2-418 of the Maryland General Corporation
Law: (i) unless it is proved that the person seeking indemnification did not
meet the standard of conduct set forth in subsection (b)(1) of such section; and
(ii) provided, that the Corporation shall not indemnify any officer or Director
for any liability to the Corporation or its security holders arising from the
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.

(b) The provisions of clause (i) of paragraph (a) herein notwithstanding,
the Corporation shall indemnify each officer and Director against reasonable
expenses incurred in connection with the successful defense of any proceeding to
which such officer or Director is a party by reason of service in such capacity.

(c) The Corporation, in the manner and to the extent provided by applicable
law, shall advance to each officer and Director who is made party to a
proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.

ARTICLE XI

AMENDMENTS

SECTION 1. These By-Laws may be altered or repealed at any meeting of the
Board of Directors, except that the fundamental investment limitations of the
Corporation, set forth in Article VII, Section 1 of these By-Laws, may only be
amended by the stockholders of the Corporation in the manner specified in said
Article.

<PAGE>

EXHIBIT NO. EX-99.G

DIMENSIONAL INVESTMENT GROUP INC.

CUSTODIAN AGREEMENT
ADDENDUM NUMBER THREE

THIS AGREEMENT is made as of the day of April, 2000 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio, Inc.," a Maryland corporation (the "Fund"), and PFPC TRUST COMPANY
("PFPC Trust").

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended; and

WHEREAS, the Fund has retained PFPC Trust to provide certain custodian
services pursuant to a Custodian Agreement dated July 12, 1991, as amended (the
"Agreement") which as of the date hereof, is in full force and effect; and

WHEREAS, PFPC Trust presently provides such services to the existing
portfolios of the Fund and has agreed to provide such services to eight (8) new
portfolios of the Fund, designated as U.S. 6-10 Small Company Portfolio K, U. S.
Large Cap Value Portfolio K, U.S. 4-10 Value Portfolio K, U.S. Large Company
Portfolio K, DFA International Value Portfolio K, Emerging markets Portfolio K,
DFA One-Year Fixed Income Portfolio K and DFA Two-Year Global Fixed Income
Portfolio K which are listed on Schedule A, attached hereto; and

WHEREAS, Paragraph 1 of the Agreement provides that PFPC Trust shall
provide such services to any portfolio organized by the Fund after the date of
the Agreement as agreed to in writing by PFPC Trust and the Fund;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:

1. The Agreement is hereby amended to provide that all those portfolios set
forth on "Schedule A, Amended and Restated April ___, 2000," which is attached
hereto, shall be "Portfolios" under the Agreement.

2. The fee schedules of PFPC Trust applicable to the Portfolios shall be as
agreed in writing, from time to time.

1
<PAGE>

3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.

4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number
Three to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.

DIMENSIONAL INVESTMENT GROUP INC.

By: _______________________
Catherine L. Newell
Vice President

PFPC TRUST COMPANY

By: ________________________
Joseph Gramlich
Senior Vice President

2
<PAGE>

AMENDED AND RESTATED
APRIL ___, 2000

SCHEDULE A

SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.

DFA 6-10 INSTITUTIONAL PORTFOLIO (4/93)
U.S. LARGE CAP VALUE PORTFOLIO II (7/94)
U.S. 6-10 VALUE PORTFOLIO II (7/94)
THE DFA INTERNATIONAL VALUE PORTFOLIO (12/93)
DFA INTERNATIONAL VALUE PORTFOLIO II (7/94)
DFA INTERNATIONAL VALUE PORTFOLIO III (12/94)
U.S. LARGE CAP VALUE PORTFOLIO III (12/94)
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO (3/96)
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO (3/96)
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO (3/96)
EMERGING MARKETS PORTFOLIO II (8/97)
DFA INTERNATIONAL VALUE PORTFOLIO IV (8/97)
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (12/98)
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI (9/99)
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO (9/99)
U.S. 6-10 SMALL COMPANY PORTFOLIO K (7/00)
U.S. LARGE CAP VALUE PORTFOLIO K (7/00)
U.S. 4-10 VALUE PORTFOLIO K (7/00)
U.S. LARGE COMPANY PORTFOLIO K (7/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (7/00)
EMERGING MARKETS PORTFOLIO K (7/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (7/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (7/00)

<PAGE>

EXHIBIT NO. EX-99.H.1

DIMENSIONAL INVESTMENT GROUP INC.

TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER THREE

THIS AGREEMENT is made as of the day of April, 2000 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing Corporation" (the "Transfer Agent" or
"PFPC").

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its securities
are registered under the Securities Act of 1933, as amended; and

WHEREAS, the Fund has retained PFPC to serve as the Fund's transfer agent,
registrar and dividend disbursing agent, pursuant to a Transfer Agency Agreement
dated July 12, 1991, as amended, (the "Agreement") which, as of the date hereof,
is in full force and effect; and

WHEREAS, PFPC presently provides such services to the existing series of
shares of the Fund and has agreed to provide such services to eight (8) new
series of the Fund, designated as U.S. 6-10 Small Company Portfolio K, U. S.
Large Cap Value Portfolio K, U.S. 4-10 Value Portfolio K, U.S. Large Company
Portfolio K, DFA International Value Portfolio K, Emerging Markets Portfolio K,
DFA One-Year Fixed Income Portfolio K and DFA Two-Year Global Fixed Income
Portfolio K which are listed on Schedule B attached hereto; and

WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any class of shares created by the Fund after the date of the
Agreement upon mutual agreement of the Fund and Transfer Agent;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:

1. The Agreement hereby is amended to provide that all those series set
forth on "Schedule A, Amended and Restated April ____, 2000," which is attached
hereto, shall be "Shares" under the Agreement.

1
<PAGE>

2. The fee schedules of the Transfer Agent applicable to the Shares shall
be as agreed in writing, from time to time.

3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.

4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

DIMENSIONAL INVESTMENT GROUP INC.

By: __________________________
Catherine L. Newell
Vice President

PFPC INC.

By: ___________________________
Joseph Gramlich
Senior Vice President

2
<PAGE>

AMENDED AND RESTATED
APRIL __,2000

SCHEDULE B

SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.

DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
THE DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO K (7/00)
U.S. LARGE CAP VALUE PORTFOLIO K (7/00)
U.S. 4-10 VALUE PORTFOLIO K (7/00)
U.S. LARGE COMPANY PORTFOLIO K (7/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (7/00)
EMERGING MARKETS PORTFOLIO K (7/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (7/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (7/00)

<PAGE>

EXHIBIT NO. EX-99.H.2

DIMENSIONAL INVESTMENT GROUP INC.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM NUMBER THREE

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act");

WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated July 12, 1991 (the "Agreement") which, as of the date hereof, is
in full force and effect; and

WHEREAS, PFPC presently provides such services to the existing portfolios
of the Fund and has agreed to provide such services to eight (8) new portfolios
of the Fund, designated as U.S. 6-10 Small Company Portfolio K, U. S. Large Cap
Value Portfolio K, U.S. 4-10 Value Portfolio K, U.S. Large Company Portfolio K,
DFA International Value Portfolio K, Emerging Markets Portfolio K, DFA One-Year
Fixed Income Portfolio K and DFA Two-Year Global Fixed Income Portfolio K which
are listed on Schedule B, attached hereto; and

WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any portfolio organized by the Fund after the date of the Agreement
as agreed to in writing by PFPC and the Fund;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound thereby, the parties agree:

1. The Agreement is hereby amended to provide that all those portfolios set
forth on "Schedule B, Amended and Restated April ___, 2000," which is attached
hereto shall be "Portfolios" under the Agreement.

1
<PAGE>

2. The fee schedules of PFPC applicable to the Portfolios shall be as
agreed in writing, from time to time.

3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.

4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

DIMENSIONAL INVESTMENT GROUP INC.

By: ________________________________
Catherine L. Newell
Vice President

PFPC INC.

By: ________________________________
Joseph Gramlich
Senior Vice President

2
<PAGE>

AMENDED AND RESTATED
APRIL ___, 2000

SCHEDULE B

SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.

DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK-TO-MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO K (7/00)
U.S. LARGE CAP VALUE PORTFOLIO K (7/00)
U.S. 4-10 VALUE PORTFOLIO K (7/00)
U.S. LARGE COMPANY PORTFOLIO K (7/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (7/00)
EMERGING MARKETS PORTFOLIO K (7/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (7/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (7/00)

<PAGE>

EXHIBIT NO. EX-99.H.3

DIMENSIONAL INVESTMENT GROUP INC.

ADMINISTRATION AGREEMENT

THIS AGREEMENT made this day of July, 2000, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of certain separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation ("Dimensional").

W I T N E S S E T H:

WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940, as amended ("1940 Act"), and its securities are
registered under the Securities Act of 1933, as amended; and

WHEREAS, the Fund desires to retain Dimensional to provide administrative
services and services to the owners of certain series of shares; and

WHEREAS, Dimensional is willing to provide such services.

NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, intending to be legally bound, the parties agree as follows:

1. DEFINITIONS.

A. "Portfolio" means a series of the Fund that is listed on Schedule
A, which is attached hereto and made a part hereof.

B. "Plan" means a retirement plan that is a legal owner of a
Portfolio's shares.

C. "Participant" means a person having a Plan account to which a
Portfolio's shares are (i) credited or (ii), pursuant to the Plan's provisions,
required to be credited.

D. "Instructions" means instructions from a Plan sponsor or
Participant given in accordance with the provisions of a Plan.

2. EMPLOYMENT OF DIMENSIONAL. The Fund hereby employs Dimensional to
provide the administrative and shareholder services described herein on the
terms

1
<PAGE>

hereinafter set forth. Dimensional hereby accepts such employment and agrees to
provide the services for the compensation herein set forth.

3. ADMINISTRATIVE SERVICES TO BE PROVIDED.

A. Dimensional shall supervise the administrative affairs of the Fund
as they pertain to the Portfolios. Specifically, Dimensional shall:

(1) supervise the services provided to the Fund for the benefit
of the Portfolios by the Portfolios' custodian, transfer and dividend disbursing
agent, printers, insurance carriers (as well as agents and brokers), independent
accountants, legal counsel and other persons who provide services to the Fund
for the benefit of the Portfolios;

(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax, organizational and other laws
that (i) govern the business of the Fund in respect of the Portfolios (except
those that govern investment of the Portfolios' assets), (ii) regulate the
offering of the Portfolios' shares and (iii) provide for the taxation of the
Portfolios;

(3) assist a Portfolio to conduct meetings of its shareholders if
and when called by the board of directors of the Fund;

(4) furnish such information as the board of directors of the
Fund may require regarding any investment company in whose shares the Portfolio
may invest; and

(5) provide such other administrative services for the benefit of
the Portfolio as the board of directors of the Fund may reasonably request.

B. In carrying out its responsibilities under this Section, to the
extent Dimensional deems necessary or desirable and at the expense of a
Portfolio, Dimensional shall be entitled to consult with, and obtain the
assistance of, the persons described in subparagraph (1) above who provide
services to the Fund.

C. Dimensional, at its own expense, shall provide the Fund with such
office facilities and equipment as may be necessary to conduct the
administrative affairs of the Fund in respect of the Portfolios.

4. EXPENSES OF THE FUND. It is understood that each Portfolio will pay all
of its own expenses incurred to conduct its administrative affairs.

5. SHAREHOLDER SERVICES TO BE PROVIDED.

2
<PAGE>

A. Dimensional shall:

(1) Maintain records for each Plan's and each Participant's
account invested in Portfolio shares; properly allocate payroll and/or other
contributions to each Participant's account on a regular basis; properly split
contribution amounts among available Portfolio investment options in accordance
with Instructions reflecting each Participant's investment elections; post
exchanges (transfers) between available Portfolio investment options to each
Participant's account in accordance with Instructions; post distributions,
withdrawals and other debits to each Participant's account in accordance with
Instructions; determine and post investment earnings and gains or losses to
Participant's account on a periodic basis; and prepare and disseminate
Participant and Plan statements on a periodic basis.

(2) Make available to Participants an automated voice response
unit ("VRU") for Participant telephone inquiries and investment Instructions.
Dimensional shall implement commercially reasonable security measures,
consistent with industry standards, designed to control access to the VRU.
Dimensional shall use its best efforts to provide uninterrupted access to the
VRU sufficient to accommodate the reasonably expected level of use by
participants and, to the extent within its control, shall perform required
maintenance of its VRU and related equipment only during hours that United
States securities markets are not open for business.

(3) Process and transmit Participants' investment and redemption
Instructions promptly to the Fund's transfer agent in accordance with procedures
established by the Fund.

(4) Make personnel available to answer Participants' questions
concerning their Plan accounts.

B. In carrying out its responsibilities under Section 5.A. herein, to
the extent Dimensional deems necessary or desirable, and at its own expense,
Dimensional shall be entitled to subcontract its obligations under this Section
5.A. to obtain and provide the services of persons Dimensional reasonably
believes are competent to perform such services in a satisfactory manner,
provided that each such contract shall provide:

(i) neither the Fund nor any Portfolio shall have any liability
thereunder;

(ii) all services shall be provided, and all contractors shall be
licensed, in accordance with applicable law; and

(iii) the parties shall keep confidential any information
regarding the Fund, the Portfolios, the Plans and Participants received in
connection with

3
<PAGE>

providing the services thereunder, except: (a) as necessary to provide the
services; (b) as necessary to comply with applicable law; and (c) except
information regarding the Fund and Portfolios which is otherwise publicly
available.

Periodically, upon request of the board of directors of the Fund, Dimensional
shall provide the board with an evaluation of the quality of any services
subcontracted by Dimensional pursuant to this Section 5.B.

6. COMPENSATION. For the services to be provided by Dimensional under this
Agreement, each Portfolio shall pay Dimensional, at the end of each month, a fee
equal to one-twelfth of the percentage of the average daily net assets of such
Portfolio during the month set forth on Schedule A. From the fee payable by each
Portfolio hereunder, Dimensional may pay persons engaged by Dimensional pursuant
to Section 5.B. herein to provide services to such Portfolio's shareholders
amounts not exceeding, on an annual basis, .25% of the average net assets of
such Portfolio. Neither Dimensional, nor any person engaged by Dimensional
pursuant to Section 5.B., shall use any compensation paid by a Portfolio
pursuant to this Agreement to finance any activity that is primarily intended to
result in the sale of a Portfolio's shares within the meaning of rule 12b-1
under the 1940 Act. If this Agreement is terminated prior to the end of any
month, the fee for such month shall be prorated.

7. OTHER ACTIVITIES. The services of Dimensional hereunder are not deemed
exclusive, and Dimensional shall be free to render similar services to others as
long as its services hereunder are not impaired thereby.

8. LIABILITY. Dimensional shall not be liable for any loss or delay
resulting from Dimensional's act or failure to act caused by circumstances
beyond Dimensional's control, including, without limitation, malfunction of the
VRU or other electronic media, interruption of power supply or other utilities,
fire, flood, ice, earthquake, explosion or other act of God, nor shall
Dimensional be responsible for delays caused by unavailability of the VRU during
periods of required maintenance, provided that Dimensional has made reasonable
efforts to minimize interruptions of service occasioned by such maintenance. No
provision of this Agreement shall be deemed to protect Dimensional against any
liability to the Fund or its shareholders to which it might otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or the reckless disregard of its obligations under
this Agreement.

9. SEVERAL LIABILITY. No Portfolio shall be obligated to pay a fee owing
hereunder by any other Portfolio.

10. DURATION AND TERMINATION.

A. This Agreement shall become effective on the date written below,
provided that prior thereto it shall have been approved by the Board of
Directors of the Fund, and shall continue in effect until terminated by the Fund
or Dimensional on 60

4
<PAGE>

days notice to the other party. Each party shall be entitled to terminate this
Agreement as to one or more Portfolios, subject to notice as provided in the
immediately preceding sentence.

B. Any notice under this Agreement shall be given in writing addressed
and delivered, or mailed postage-paid, to the other party at the principal
business office of such party.

11. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the day of July, 2000.

DIMENSIONAL FUND ADVISORS INC. DIMENSIONAL INVESTMENT GROUP INC.

By: By:
------------------------------ ------------------------------
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President

5
<PAGE>

SCHEDULE A

<TABLE>
<CAPTION>
Fee as a
Percentage of
Portfolio Average Net Assets
--------- ------------------
<S> <C>
U.S. 6-10 Small Company Portfolio K 0.57
U.S. Large Cap Value Portfolio K 0.40
U.S. 4-10 Value Portfolio K 0.55
U.S. Large Company Portfolio K 0.375
DFA International Value Portfolio K 0.45
Emerging Markets Portfolio K 0.65
DFA One-Year Fixed Income Portfolio K 0.35
DFA Two-Year Global Fixed Income Portfolio K 0.35
</TABLE>

<PAGE>

EXHIBIT NO. EX-99.I

Law Office

STRADLEY, RONON, STEVENS & YOUNG, LLP

30 Valley Stream Parkway
Malvern, Pennsylvania 19355-1481
(640) 640-5800

Direct Dial: (610) 640-5801

April 12, 2000

Board of Directors
Dimensional Investment Group Inc.
1199 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Gentlemen:

We have examined the Articles of Incorporation ("Articles") of Dimensional
Investment Group Inc. (the "Fund"), a corporation organized under Maryland law,
and its by-laws, both as amended to date, the registration statement filed by
the Fund under the Securities Act of 1933, as amended ("Registration
Statement"), and such records of the corporate proceedings as we deem material
to this opinion.

As of the date hereof: (i) the Fund is authorized to issue an aggregate of
8,000,000,000 shares of common stock, of a par value of $0.01 per share; and
(ii) in accordance with authority provided in the Articles, the board of
directors has allocated 200,000,000 of authorized, but unissued, shares of
common stock to each of the following 8 classes, and authorized the issuance of
such shares as provided in the Registration Statement:

Based upon the above-described examination, it is our opinion that as long
as the Fund remains a corporation in good standing under the laws of the state
of Maryland, the authorized but unissued shares of each class of stock listed
above, when issued for the consideration established by the board of directors,
as described in the Registration Statement, will be, under the law of the

1
<PAGE>

state of Maryland, legally issued, fully-paid, non-assessable outstanding shares
of common stock of the Fund.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference therein to us as counsel who have
rendered this opinion.

Very truly yours,

STRADLEY, RONON, STEVENS & YOUNG, LLP

By: Stephen W. Kline
----------------------------------
Stephen W. Kline

SWK/cgm

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated January 14, 2000, relating to the
financial statements and financial highlights which appear in the November 30,
1999 Annual Report to Shareholders of The U.S. Large Company Series, The U.S.
Large Cap Value Series, The U.S. 4-10 Value Series, The U.S. 6-10 Small Company
Series, The DFA International Value Series, The Emerging Markets Series, The DFA
One-Year Fixed Income Series, and The DFA Two-Year Global Fixed Income Series,
(constituting portfolios within the DFA Investment Trust Company), which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings, "Financial Highlights" and "Service
Providers" in the prospectus and "Independent Accountants" and "Financial
Statements" in the Statement of Additional Information in such Registration
Statement.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
April 26, 2000

<PAGE>

EXHIBIT NO. EX-99.P.1

DFA INVESTMENT DIMENSIONS GROUP INC.
THE DFA INVESTMENT TRUST COMPANY
DIMENSIONAL EMERGING MARKETS VALUE FUND INC.
DIMENSIONAL INVESTMENT GROUP INC.
CODE OF ETHICS

GENERAL

This Amended Code of Ethics of DFA INVESTMENT DIMENSIONS GROUP INC., THE
DFA INVESTMENT TRUST COMPANY, DIMENSIONAL EMERGING MARKETS VALUE FUND INC. and
DIMENSIONAL INVESTMENT GROUP INC. (the "Funds") is adopted on March 22, 2000
pursuant to the requirements of Rule 17j-1 under the Investment Company Act of
1940, as amended ("1940 Act").

1. DEFINITIONS

(a) "Advisor" means the investment advisor and any subadvisor of a Fund.

(b) "Investment Personnel" means any employee of a Fund (or of a company
in a control relationship to a Fund) who, in connection with his or
her regular functions or duties, makes or participates in making,
recommendations regarding the purchase or sale of securities by a
Fund, and any natural person who controls a Fund and who receives
information regarding the purchase or sale of securities by a Fund.

(d) "Access Person" means: (i) Investment Personnel, (ii) persons who, in
connection with their duties, obtain any information concerning
recommendations regarding Covered Securities made by an Advisor to a
Fund and (iii) officers and directors of a Fund.

(e) "Beneficial Ownership" shall have the meaning ascribed thereto under
rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("1934
Act").

(f) "Covered Security" means all securities described in section 2(a)(6)
of the 1940 Act, except direct obligations of the Government of the
United States, bankers acceptances, certificates of deposit,
commercial paper, high quality, short-term debt instruments, including
repurchase agreements and shares of registered open-end investment
companies.

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(g) An "IPO" means an offering of securities registered under the
Securities Act of 1933 ("1933 Act"), the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of sections 13 or 15(d) of the 1934 Act.

(h) A "Limited Offering" means an offering of securities that is exempt
from registration under the 1933 Act pursuant to sections 4(2) or 4(6)
or rules 504, 505 or 506 under the 1933 Act.

(i) A "security held or to be acquired" means a Covered Security which,
within the most recent 15 days (i) is or has been held by the Fund; or
(ii) is being or has been considered by the Fund for purchase by the
Fund for purchase by a Fund.

(j) "Fund" includes all Series and Portfolios of a Fund.

2. PROHIBITIONS

No Access Person of a Fund:

(a) In connection with the purchase or sale by such person (directly or
indirectly) of a security held or to be acquired by a Fund shall:

(i) employ any device, scheme, or artifice to defraud a Fund;

(ii) make to a Fund any untrue statement of a material fact or omit to
state to a Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading;

(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon a Fund; or

(iv) engage in any manipulative practice with respect to a Fund.

(b) Purchase or sell, directly or indirectly, any Covered Security in
which he or she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership and which to his or her actual
knowledge at the time of such purchase or sale:

(i) is being considered for purchase or sale by a Fund; or

(ii) is then being purchased or sold by a Fund.

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<PAGE>

3. INVESTMENT IN IPO'S AND LIMITED OFFERINGS.

No Investment Personnel shall acquire direct or indirect Beneficial
Ownership of securities in an IPO or Limited Offering except as provided in
Section 4(f).

4. EXEMPTED TRANSACTIONS

The prohibitions of Section 2(b) of this Code shall not apply to:

(a) purchases or sales effected in any account over which the person has
no direct or indirect influence or control;

(b) purchases or sales of securities which are not eligible for purchase
or sale by a Fund;

(d) purchases which are part of an automatic dividend reinvestment plan;

(e) purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired; and

(f) purchases or sales which receive the prior approval of the President
or the Executive Vice President of a Fund because there exists only a
remote potential for a conflict of interest with a Fund because they
would be very unlikely to affect a highly institutional market, or
because they clearly are not related economically to the securities to
be purchased, sold or held by a Fund. The President shall solicit
prior approval of personal transactions from the Executive Vice
President and the Executive Vice President shall solicit approval of
personal transactions from the President.

5. PROCEDURAL MATTERS

(a) The Secretary of the Funds shall:

(i) furnish a copy of this Code to each Access Person of the Funds;

(ii) notify each Access Person of the obligation to the file reports
as provided by Section 6 of this Code;

(iii) maintain the records required by paragraph (f) of Rule 17j-1;

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<PAGE>

(iv) record and maintain records of actions taken pursuant to Section
4(f) herein and the reasons for such actions; and

(v) at least annually, furnish the board of directors/trustees a
written report that:

a. certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code;
and

b. describes any issues arising under the Code or procedures
since the last report to the board including, but not
limited to, information about material violations of the
Code or procedures and sanctions imposed in response to
material violations.

6. REPORTING

(a) No later than 10 days after a person becomes an Access Person, such
person shall file a report with the Funds containing the following
information (which must be current as of a date not more than 30 days
before the date of submission):

(i) The title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access Person;

(ii) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and

(iii) The date the report is submitted by the Access Person.

(b) Within 10 days after the end of each calendar quarter, every Access
Person shall file a written report with the Fund with respect to any
transactions in a Covered Security in which such Access Person has, or
by reason of such transaction acquires or disposes of, any direct or
indirect beneficial ownership in a Covered Security. Each report shall
contain the following information:

(i) The date of the transaction, the title and the number of shares,
and the principal amount of each Covered Security involved, the
interest rate and maturity date, if applicable;

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<PAGE>

(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);

(iii) The price at which the transaction was effected; and,

(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.

(v) With respect to any account established by an Access Person in
which any securities were held during the quarter for his or her
direct or indirect benefit, the Access Person shall file a report
with the Fund containing the name of the broker, dealer or bank
with whom the Access Person established the account; the date the
account was established; and the date the report is submitted by
the Access Person.

(c) Annually, within 10 days after the end of each calendar year, each
Access Person shall file a report with the Fund containing the
following information (which must be current as of a date no more than
30 days before the report is submitted):

(i) the title, number of shares and principal amount of each Covered
Security in which the Access Person has any direct or indirect
beneficial ownership; and

(ii) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for
the direct or indirect benefit of the Access Person.

(d) Any report made hereunder may contain a statement that the report
shall not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership in the
security to which the report relates and all reports shall state that
they are made by an Access Person.

The foregoing provisions of Section 6 notwithstanding, no report need
be filed for transactions effected for, and Covered Securities held
in, any account over which an Access Person has no influence or
control.

(e) A director of a Fund, who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act, and who would
be required to make a report solely by reason of being a Fund
director, need not request prior approval for a trade, pursuant to
Section 4(f), nor make an initial holdings report under paragraph 6(a)
or an annual holdings report under paragraph 6(c) and need not make a
quarterly transaction report

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<PAGE>

under paragraph 6(b) herein unless the director knew or, in the
ordinary course of fulfilling his or her official duties as a Fund
director, should have known, that during the 15 day immediately before
or after the director's transaction in a Covered Security, a Fund
purchased or sold the Covered Security, or a Fund or an Adviser
considered purchasing or selling the Covered Security for a Fund.

(f) No report need be filed pursuant to Section 6(b) if it would duplicate
information contained in broker trade confirmations or account
statements received by the Fund on a timely basis, as required by
Section 6(b) and contains the information required by such section.

(g) All reports made pursuant to this section 6 shall be filed with the
Secretary of the Funds.

7. VIOLATIONS

Upon being apprised of facts which indicate that a violation of this Code
may have occurred, the Ethics Committee shall determine whether, in its
judgment, the conduct being considered did in fact violate to a material
degree the provisions of this Code. If the Ethics Committee determines that
a material violation of the Code has occurred, the Ethics Committee shall
so advise the Board of Directors and the board may impose such sanctions as
it deems appropriate under the circumstances. If the person whose conduct
is being considered by the Committee or the board is a member of the
Committee or a director or trustee of the Fund, he shall not be eligible to
participate in the judgment of the Committee or board as to whether a
violation exists or in whether, or to what extent, sanctions should be
imposed.

8. ADVISOR'S REPORT

On an annual basis Advisor shall provide the board of directors/trustees
with a report describing material violations of its Code of Ethics during
the preceding year.

9. APPROVALS

This Code of Ethics, and any material change hereto, are subject to the
approval of the board of directors/trustees of each Fund, including
approval by a majority of the disinterested directors. Each board shall
base its approval of the Code, and any material change to the Code, on a
determination that the Code contains provisions reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited by sections
2 and 3 of the Code. Prior to approving the Code, the board of directors
must receive certification from the President that the Funds have adopted
procedures reasonably necessary to prevent Access Persons from

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<PAGE>

violating the Code. The Funds' board must approve any material change to
the Code not later than six months after adoption of such change.

* * * * * * *

<PAGE>

DRAFT -- 04/05/00

AMENDED AND RESTATED
DIMENSIONAL FUND ADVISORS INC.
DFA SECURITIES INC.
DFA AUSTRALIA LTD.
CODE OF ETHICS
DATED APRIL 14, 2000

GENERAL

This amended and restated Code of Ethics is adopted by Dimensional Fund
Advisors Inc. ("DFA"), DFA Securities Inc. ("DFAS") and DFA Australia Ltd.
("DFAL") this 14th day of April, 2000 pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended. Capitalized terms that are
not otherwise defined shall have the meanings set forth in section 9 herein. It
is the policy of DFA, DFAS and DFAL (hereinafter referred to as "Employers") in
connection with personal securities investments of Access Persons, that such
persons at all times shall place the interests of Employers' clients first. All
personal securities transactions of Access Persons shall be conducted in a
manner consistent with this Code of Ethics and to avoid any actual or potential
conflict of interest and any abuse of an Access Person's position of trust and
responsibility. An Access Person may not take inappropriate advantage of his or
her position with Employers.

<PAGE>

1. PROHIBITIONS: ACCESS PERSONS. No Access Person of Employers:

(a) In connection with the purchase or sale by such person of a Security
Held or to be Acquired by a registered investment company (sometimes referred to
herein as a "Fund") for which DFA or DFAL act as investment adviser or DFAS acts
as the principal underwriter:

(i) shall employ any device, scheme or artifice to defraud such
registered investment company;

(ii) shall make to such registered investment company any untrue
statement of a material fact or omit to state to such registered investment
company a material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not misleading;

(iii) shall engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon such registered
investment company; or

(iv) shall engage in any manipulative practice with respect to such
registered investment company.

(b) Shall purchase or sell, directly or indirectly, any security in which
he has, or by reason of such transaction acquires, any direct or indirect
Beneficial Ownership and which to his actual knowledge at the time of such
purchase or sale:

(i) is being considered for purchase or sale by such registered
investment company; or

(ii) is then being purchased or sold by such registered investment
company.

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<PAGE>

2. PROHIBITIONS: INVESTMENT PERSONNEL. In addition to the above-stated
prohibitions, no Investment Personnel shall:

(a) acquire any securities in an Initial Public Offering or Limited
Offering, except as provided in section 3(f) herein;

(b) accept any personal gift of more than DE MINIMIS value from any person
or entity that does business with, or on behalf of an Employers' account of any
client; or

3. EXEMPTED TRANSACTIONS. The prohibitions of sections 1 and 2 of this
Code shall not apply to:

(a) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.

(b) Purchases or sales of securities which are not eligible for purchase
or sale by a registered investment company for which DFA or DFAL act as the
investment adviser or DFAS acts as the principal underwriter.

(c) Purchases or sales which are non-volitional on the part of either the
Access Person or a registered investment company for which DFA or DFAL act as
the investment adviser or DFAS acts as the principal underwriter.

(d) Purchases which are part of an automatic dividend reinvestment plan.

(e) Purchases effected upon the exercise of rights issued by an issuer PRO
RATA to all holders of a class of its securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired.

(f) Purchase or sale requests which receive the prior approval of the
President or the Executive Vice President of a registered investment company for
which DFA or DFAL act as the investment adviser or DFAS acts as the principal
underwriter because there exists only a remote potential for a conflict of
interest with such registered investment company because they would be very
unlikely to affect a highly institutional market, or when they clearly are not
related economically to the securities to be purchased, sold or held by such
registered investment

3
<PAGE>

company. The Secretary of Employers, as the case may be, shall record any action
taken pursuant to this subsection 3(f).

(g) Service by an Access Person on the board of directors of a publicly
traded company if prior notice is given to the President or Chief Investment
Officer of each Employer of such appointment. In the event that the President or
Chief Investment Officer, in consultation with outside counsel, should decide
that the potential for conflicts of interests exists with respect to such
person's obligations as a director and Employer's duties to its clients, the
President or Chief Investment Officer may, acting upon the recommendations of
outside counsel, place restrictions on the activities of, or information
received by, such Access Person.

4. COMMUNICATIONS WITH OUTSIDE DIRECTORS. As a regular business practice,
Employers attempt to keep directors informed with respect to its investment
activities through reports and other information provided to them in connection
with board meetings and other events. However, it is each Employer's policy not
to communicate specific trading information and/or advice on specific issues to
outside directors (i.e., no information should be given on securities for which
current activity is being considered for clients.) Any pattern of repeated
requests for such information should be reported to the Designated Officer.

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<PAGE>

5. PROCEDURAL MATTERS. The Designated Officer shall:

(a) Furnish a copy of this Code to each Access Person of Employers and
obtain from each such person a written acknowledgment of the receipt thereof.
Each Access Person shall provide the Designated Officer, on an annual basis,
with an executed certificate stating that he or she has read and understood each
Employer's Code of Ethics, respectively, and recognizes that he or she is
subject to the Code. In addition, each Access Person shall certify to the
Designated Officer on an annual basis that he or she has complied with the
requirements of each Employer's Code of Ethics and has disclosed or reported all
personal securities transactions, holdings and accounts required to be disclosed
or reported pursuant to the requirements of this Code.

(b) Notify each such Access Person of his/her obligation to file reports
as required by section 6 of this Code and the procedures for filing such
reports.

(c) Report to the Ethics Committee the facts contained in any reports
filed with the Designated Officer pursuant to section 6 of this Code when any
such report indicates that an Access Person may have engaged in a transaction in
a Security Held or to be Acquired by the Fund in violation of this Code.

(d) Maintain any records required by this Code or Rule 17j-1 including (i)
a copy of any ethics code in effect at any time within the past five years, (ii)
the names of each Access Person subject to the reporting requirements of this
Code currently or within the last five years, (iii) the names of personnel who
are responsible for reviewing the reports filed under section 6 of this Code;
(iv) copies of reports made by Access Persons; (v) copies of reports made of the
trustees of a Fund; (vi) records of any actions taken under section 3(f); and
(vii) records of any violation of this Code, and/or any action taken as a result
of such violation in an easily accessible place for a period of not less than
five years following the end of the fiscal year in which the violation occurs.

(e) Implement procedures to safeguard the confidentiality of reports filed
and records maintained pursuant to this Code.

6. REPORTING BY ACCESS PERSONS.

(a) Upon commencement of employment (or upon becoming an Access Person),
all Access Persons must disclose all holdings of Covered Securities in which
they have any direct or indirect Beneficial Ownership to

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<PAGE>

the Designated Officer. Such report shall be made within ten calendar days after
commencement of employment (or upon becoming an Access Person) and shall include
the following information (which information must be current as of a date no
more than 30 days before the date of submission):

(i) The title, number of shares and principal amount of each Covered
Security in which such Access Person has any direct or indirect Beneficial
Ownership when the person becomes an Access Person;

(ii) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for the direct
or indirect benefit of such person as of the date the person became an
Access Person; and

(iii) The date the report is submitted by the Access Person.

This section shall apply to persons who become Access Persons after
March 1, 2000.

(a) Every Access Person must submit the information required by section
6(a) to the Designated Officer annually within thirty calendar days after the
last day of each calendar year. The first such reports shall be for the year
ended December 31, 2000.

(b) Within ten calendar days after the end of each calendar quarter, every
Access Person shall report to the Designated Officer the following information
with respect to transactions in any Covered Security in which such Access Person
has, or by reason of such transaction acquires, any direct or indirect
Beneficial Ownership in the security:

(i) The date of the transaction, the title, the interest rate and
maturity (if applicable), the number of shares and the principal amount of
each Covered Security involved;

(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);

(iii) The price at which the transaction was effected;

(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected; and

(v) The date the report is submitted by the Access Person.

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<PAGE>

(c) No person shall be required to make the reports set forth in this
section with respect to transactions effected for, and Covered Securities held
in, any account over which such person does not have any direct or indirect
influence. No Access Person of DFA or DFAL shall be required to make the report
required under section (c) above with respect to information which would be
duplicative of information recorded pursuant to Rule 204-2(a)(12) or
204-2(a)(13) under the Investment Advisers Act of 1940.

(d) Any report made pursuant to this section 6 may contain a statement
that the report shall not be construed as an admission by the person making such
report that he/she has any direct or indirect Beneficial Ownership in the
security to which the report relates.

(e) All reports of securities transactions and holdings filed pursuant to
this section shall be deemed confidential and shall not be disclosed to any
person except as may be necessary to enforce this Code or as may be required by
law.

(f) The Designated Officer is responsible for enforcing the provisions of
this Code, detecting violations of this Code, reviewing reports or other
statements submitted pursuant to section 6 of this Code, and maintaining the
confidentiality of any reports or other records maintained pursuant to this
Code. In establishing review procedures for reports submitted pursuant to this
Code, the Designated Officer shall give due consideration to the types of
securities reported, the position of the person submitting the report, the
degree of access to current trading information, and the possible effect of the
holdings or transactions on securities held by clients. The Ethics Committee is
responsible for reviewing any such reports submitted by the Designated Officer.

2. VIOLATIONS. Upon being apprised of facts which indicate that a
violation of this Code may have occurred, the Ethics Committee shall determine
whether, in its judgment, the conduct being considered did in fact violate the
provisions of this Code. If the Ethics Committee determines that a material
violation of this Code has occurred, the Ethics Committee shall so advise the
Board of Directors and the Board may impose such sanctions as it deems
appropriate in the circumstances. If the person whose conduct is being
considered by the Ethics Committee or Board is a member of the Committee or
Board, he/she shall not be eligible to participate in the judgment of the
Committee or Board as to whether a violation exists or in whether, or to what
extent, sanctions should be imposed.

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<PAGE>

3. MISCELLANEOUS

(a) Employers shall submit this Code to the boards of directors or
trustees of each registered investment company for which DFA or DFAL act as
investment adviser or DFAS acts as principal underwriter for approval within the
time frames required by Rule 17j-1. Any material changes to this Code shall be
submitted to such boards within six months of such change.

(b) On an annual basis, Employers shall provide a written report outlining
material violations or matters that arose under the Code during the prior year
to the board of directors or trustees of each registered investment company for
which DFA or DFAL act as investment adviser or DFAS acts as principal
underwriter.

(c) The Ethics Committee shall have the authority to exempt any person or
class of persons or transaction or class of transactions from all or any portion
of this Code and to adopt interpretive positions with respect to any provision
of this Code. Any such action shall be based on a good faith determination that
(i) such exemption or interpretation is consistent with the fiduciary principles
set forth in this Code and Rule 17j-1; and (ii) the likelihood of any abuse of
the Code as a result of such exemption or interpretation is remote. The Ethics
Committee also may base any such determination on the advice of counsel that a
particular application of all or any portion of the Code is not legally
required.

(d) This Code is designed for the internal use of DFA, DFAS, and DFAL in
meeting their fiduciary and other obligations under applicable securities law.
This Code may include reports or procedures that are more stringent than those
required by law. No violation or apparent violation of this Code shall create
any presumption that an Access Person has violated any law.

4. DEFINITIONS.

(a) For purposes of this Code, the words appearing below in quotation
marks shall have the meanings ascribed thereto; provided however, that all such
terms shall be construed in a manner consistent with the definitions thereof
contained in Rule 17j-1.

(1) "Access Person" means (A) with respect to DFA or DFAL, each
officer and director of such Employers and each employee of such Employers
who, in connection with his regular functions or

8
<PAGE>

duties, makes, participates in, or obtains information regarding the
purchase or sale of a Covered Security by a registered investment company
for which such Employers act as investment adviser, or whose functions
relate to the making of any recommendations with respect to such purchases
or sales, and any natural person in a control relationship to such
Employers who obtain information concerning recommendations made to such
company with regard to the purchase or sale of a Covered Security, and (B)
with respect to DFAS, each officer and director of DFAS who in the ordinary
course of his business makes, participates in or obtains information
regarding the purchase or sale of Covered Securities for any registered
investment company for which DFAS acts as the principal underwriter or
whose functions or duties as part of the ordinary course of his business
relate to the making of any recommendation to such investment company
regarding the purchase or sale of Covered Securities. A person does not
become an Access Person by virtue of normally assisting in the preparation
of public reports, or receiving public reports, but not receiving
information about current recommendations or trading. A single instance of
obtaining knowledge of current recommendations or trading activity, or
infrequently and inadvertently obtaining such knowledge, will not result in
Access Person status.

(2) "Beneficial Ownership" of a security by an Access Person shall be
interpreted in the same manner as it would be in determining whether a
person is subject to the provisions of section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder, except that
the determination of direct or indirect Beneficial Ownership shall apply to
all securities which such Access Person has or acquires. In general, a
person may be regarded as having Beneficial Ownership of securities held in
the name of:

(a) a husband, wife, registered domestic partner or minor
child;

(b) a relative sharing the same house;

(i) obtains benefits substantially equivalent to
ownership of the securities, or

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<PAGE>

(ii) can obtain ownership of the securities immediately
or at some future time.

(3) "Covered Security" means all securities except direct obligations
of the Government of the United States, bankers' acceptances, certificates
of deposit, commercial paper, high quality short-term debt instruments
(including repurchase agreements) and shares of registered open-end
investment companies.

(4) "Designated Officer" means the Secretary of the Employers or the
Assistant Secretary or other person than acting as the Secretary, or such
other officer designated by the Ethics Committee; provided that the
Chairman of the Board, or such other officer designated by the Chairman of
the Board, shall be solely responsible for receiving and reviewing
transaction and holding reports of outside directors.

(5) "Ethics Committee" shall mean the Ethics Committee appointed by
the Board of Directors of the Employers.

(6) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of sections 13 or 15(d) of the Securities Exchange Act of
1934.

(7) "Investment Personnel" means an employee of DFA or DFAL who, in
connection with his or her regular function or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by the Fund or any natural person who controls DFA or DFAL and
who obtain information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.

(8) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section 4(2) or
section 4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.

(9) A "Security Held or to be Acquired" by a registered investment
company means any Covered Security which, within the most recent 15 days,
is or has been held by such company, or is being

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<PAGE>

or has been considered by such company or its investment advisor for
purchase by such company, and any option to purchase or sell, and security
convertible into or exchangeable for any such Covered Security.

The requirements of this Code are not applicable to transactions for any account
over which the Access Person has no influence or control. If in doubt, the
Access Person may state on any form required to be completed under the
provisions of this Code that he/she disclaims any Beneficial Ownership in the
securities involved.