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<SEC-DOCUMENT>0001047469-98-008489.txt : 19980304
<SEC-HEADER>0001047469-98-008489.hdr.sgml : 19980304
ACCESSION NUMBER:		0001047469-98-008489
CONFORMED SUBMISSION TYPE:	485BPOS
PUBLIC DOCUMENT COUNT:		42
FILED AS OF DATE:		19980303
EFFECTIVENESS DATE:		19980303
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DIMENSIONAL INVESTMENT GROUP INC/
		CENTRAL INDEX KEY:			0000861929
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		485BPOS
		SEC ACT:		
		SEC FILE NUMBER:	033-33980
		FILM NUMBER:		98556863

	FILING VALUES:
		FORM TYPE:		485BPOS
		SEC ACT:		
		SEC FILE NUMBER:	811-06067
		FILM NUMBER:		98556864

	BUSINESS ADDRESS:	
		STREET 1:		1299 OCEAN AVE
		STREET 2:		11TH FLOOR
		CITY:			SANTA MONICA
		STATE:			CA
		ZIP:			90401
		BUSINESS PHONE:		2133958005

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DFA US LARGE CAP INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DFA US LARGE CAP PORTFOLIO INC
		DATE OF NAME CHANGE:	19920331
</SEC-HEADER>
<DOCUMENT>
<TYPE>485BPOS
<SEQUENCE>1
<DESCRIPTION>485BPOS
<TEXT>

<PAGE>



                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549


                                      FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X  
                                                                      -----
     Pre-Effective Amendment No. 
                                 -----                                -----

     Post-Effective Amendment No. 19 File No. 33-33980                  X  
                                                                      -----

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

     Amendment No. 20 File No. 811-6067                                 X  
                                                                      -----

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

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

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

     Irene R. Diamant, 1299 Ocean Avenue, 11th Floor, 
     Santa Monica, California 90401                     
     ---------------------------------------------------
          (Name and Address of Agent for Service)

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

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

     /X/  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)(2) of Rule 485
     / /  75 days after filing pursuant to paragraph (a)(2).


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

<PAGE>

                                      FORM N-1A

                                CROSS REFERENCE SHEET
                              (as required by Rule 404)



FORM N-1A PART A ITEM NO.                              PROSPECTUS LOCATION
- -------------------------                              -------------------

     Item 1.   Cover Page...........................   Cover Page
     
     Item 2.   Synopsis.............................   Highlights
     
     Item 3.   Condensed Financial Information......   Condensed Financial
                                                       Information 

     Item 4.   General Description of Registrant....   Cover Page; Highlights;
                                                       The Portfolio; Investment
                                                       Objective and Policies;
                                                       Securities Loans; Risk
                                                       Factors; General
                                                       Information

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

     Item 6.   Capital Stock and Other Securities...   Highlights; Dividends,
                                                       Capital Gains
                                                       Distributions and Taxes;
                                                       General Information

     Item 7.   Purchase of Securities Being 
               Offered..............................   Highlights; Purchase of
                                                       Shares; Valuation of
                                                       Shares; Distribution;
                                                       Exchange of Shares

     Item 8.   Redemption or Repurchase.............   Highlights; Redemption of
                                                       Shares

     Item 9.   Pending Legal Proceedings............   Not Applicable

                                         -2-
<PAGE>

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

     Item 10.  Cover Page...........................   Cover Page

     Item 11.  Table of Contents....................   Table of Contents

     Item 12.  General Information and History......   Other Information

     Item 13.  Investment Objectives and Policies...   Investment Objective and
                                                       Policies; Investment
                                                       Limitations 

     Item 14.  Management of the Fund...............   Management of the
                                                       Portfolios; Directors and
                                                       Officers

     Item 15.  Control Persons and Principal
               Holders of Securities................   Principal Holders of
                                                       Securities 

     Item 16.  Investment Advisory and Other 
               Services.............................   Management of the
                                                       Portfolios

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

     Item 18.  Capital Stock and Other Securities...   Other Information

     Item 19.  Purchase, Redemption and Pricing
               of Securities Being Offered..........   Purchase of Shares;
                                                       Redemption of Shares 

     Item 20.  Tax Status...........................   Federal Tax Treatment of
                                                       Futures Contracts
                                           
     Item 21.  Underwriters.........................   Not Applicable

     Item 22.  Calculation of Performance Data......   Calculation of
                                                       Performance Data

     Item 23.  Financial Statements.................   Financial Statements

                                         -3-
<PAGE>

FORM N-1A PART C ITEM NO.                              LOCATION IN PART C
- -------------------------                              ------------------

     Item 24.  Financial Statements and Exhibits....   Financial Statements and
                                                       Exhibits

     Item 25.  Persons Controlled by or Under 
               Common Control with Registrant.......   Persons Controlled by or
                                                       Under Common Control with
                                                       Registrant

     Item 26.  Number of Holders of Securities......   Number of Holders of
                                                       Securities

     Item 27.  Indemnification......................   Indemnification

     Item 28.  Business and Other Connections of
               Investment Advisor...................   Business and Other
                                                       Connections of Investment
                                                       Advisor

     Item 29.  Principal Underwriters...............   Principal Underwriters

     Item 30.  Location of Accounts and Records.....   Location of Accounts and
                                                       Records

     Item 31.  Management Services..................   Management Services

     Item 32.  Undertakings.........................   Undertakings



                                         -4-

<PAGE>


                                     PROSPECTUS
   
                                   MARCH 3, 1998
    
                      THE  DFA  6-10  INSTITUTIONAL  PORTFOLIO
                                 _________________

   

     This prospectus describes THE DFA 6-10 INSTITUTIONAL PORTFOLIO (the
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc.
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401,
(310) 395-8005.  The Portfolio is an open-end, management investment company
whose shares are offered, without a sales charge, to institutional investors,
retirement plans and clients of registered investment advisers.  The Fund issues
thirteen series of shares, each of which represents a separate class of the
Fund's common stock, having its own investment objective and policies.  The
minimum initial purchase requirement for the Portfolio is $5,000,000.

    

     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM CAPITAL
APPRECIATION.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE
ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES
OF THE U.S. 6-10 SMALL COMPANY SERIES (THE "SERIES") OF THE DFA INVESTMENT TRUST
COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, MANAGEMENT INVESTMENT COMPANY
THAT HAS THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS THE
PORTFOLIO.  THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL CORRESPOND DIRECTLY
WITH THE INVESTMENT EXPERIENCE OF THE SERIES.  INVESTORS SHOULD CAREFULLY
CONSIDER THIS INVESTMENT APPROACH.  FOR ADDITIONAL INFORMATION, SEE "THE
PORTFOLIO."

   

     This prospectus sets forth information about the Portfolio that prospective
investors should know before investing and should be read carefully and retained
for future reference.  A statement of additional information about the
Portfolio, dated March 3, 1998, as amended from time to time, which is
incorporated herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge, by writing or
calling the Fund at the above address or telephone number.

    
                                 _________________


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                  
<PAGE>


                            TABLE OF CONTENTS
   
<TABLE>                                                                     PAGE
<S>                                                                         <C>
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . . 6
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . . . 6
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . 7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Small Company Securities. . . . . . . . . . . . . . . . . . . . . . . . . 8
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 8

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
     In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

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

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
</TABLE>
    

<PAGE>


                                     HIGHLIGHTS

   

                                                                            PAGE
INVESTMENT OBJECTIVE                                                          6 

    

     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The investment objective of the Portfolio is a fundamental policy
and may not be changed without the affirmative vote of a majority of its
outstanding securities.  The Portfolio seeks to achieve its investment objective
by investing all of its investable assets in the Series, which in turn invests
in the stocks of small companies traded in the U.S. securities markets.  The
size of a company will be measured by its relative market capitalization.  The
Series will be structured by generally basing the amount of each security
purchased on the issuer's relative market capitalization applied on a basis of
descending values, with a view to achieving a reasonable reflection of the
relative market capitalizations of its portfolio companies.  (See "Portfolio
Characteristics and Policies.")  
                                                                                
                                                                            PAGE
RISK FACTORS                                                                   8

     The Portfolio is authorized to invest in repurchase agreements.  This
policy and the policy of the Portfolio to invest in the shares of the Series
involve certain risks.  (See "RISK FACTORS.")


                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         8

   

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

    

                                                                            PAGE
DIVIDEND POLICY                                                                9

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



                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  11

     The shares of the Portfolio are offered at net asset value, which is
calculated as of the close of the New York Stock Exchange (the "NYSE") on each
day that the NYSE is open for business.  The minimum initial purchase
requirement for the Portfolio's shares is $5,000,000.  There is no minimum
purchase requirement for subsequent purchases.  The value of the Portfolio's
shares will fluctuate in relation to the investment experience of the Series. 
The redemption price of a share of the Portfolio is equal to its net asset
value.  (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF
SHARES.")

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*

   

     The expenses in the expense table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1997.  

    

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

<TABLE>
   
          <S>                                            <C>         <C>
          Management Fee                                 0.03%
          Administration Fee (after fee waiver)          0.00%
          Other Expenses  (after assumption of expenses)             0.17%
          Total Operating Expenses (after fee waiver
               and assumption of expenses)               0.20%***

    
</TABLE>



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

**   The "Management Fee" is payable by the Series, and the "Administration Fee"
     is payable by the Portfolio.  The amount set forth in "Other Expenses"
     REPRESENTS THE AGGREGATE AMOUNT THAT IS PAYABLE BY BOTH THE SERIES AND THE
     PORTFOLIO.

   

***  BEGINNING NOVEMBER 30, 1993, THE ADVISOR AGREED TO LIMIT THE TOTAL EXPENSES
     OF THE PORTFOLIO TO NOT MORE THAN 0.20% OF THE AVERAGE NET ASSETS OF THE
     PORTFOLIO ON AN ANNUALIZED BASIS.  PURSUANT TO THIS AGREEMENT, THE ADVISOR
     FIRST WILL WAIVE ITS FEE UNDER THE ADMINISTRATION AGREEMENT WITH RESPECT TO
     THE PORTFOLIO AND, IF NECESSARY, WILL ALSO REIMBURSE THE PORTFOLIO TO THE
     EXTENT NECESSARY TO KEEP THE CUMULATIVE ANNUAL EXPENSES OF THE PORTFOLIO TO
     NOT MORE THAN 0.20% OF THE AVERAGE NET ASSETS OF THE PORTFOLIO ON AN
     ANNUALIZED BASIS.  ABSENT THE ADVISOR'S FEE WAIVER AND ASSUMPTION OF
     EXPENSES, THE ANNUALIZED RATIO OF TOTAL OPERATING EXPENSES TO AVERAGE NET
     ASSETS FOR THE PORTFOLIO AND SERIES FOR THE FISCAL YEAR ENDED NOVEMBER 30,
     1997 WOULD HAVE BEEN 0.40%.  FOR PURPOSES OF THIS WAIVER AND ASSUMPTION OF
     EXPENSES, THE ANNUAL EXPENSES ARE THOSE EXPENSES INCURRED IN ANY PERIOD
     CONSISTING OF TWELVE CONSECUTIVE MONTHS.  THE ADVISOR RETAINS THE RIGHT IN
     ITS SOLE DISCRETION TO MODIFY OR ELIMINATE THE WAIVER OF A PORTION OF ITS
     FEES IN THE FUTURE.  IF THE  ADVISOR MODIFIES OR ELIMINATES THE FEE WAIVER,
     SUCH CHANGE WILL BE SET FORTH IN THE PROSPECTUS.

    

EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in the Portfolio, assuming a 5% annual return over each of the
following time periods and redemption at the end of each time period:

<TABLE>
                    <S>            <C>       <C>           <C>
                    1 Year         3 Years   5 Years       10 Years
                    ------         -------   -------       ---------
                      $2             $6        $11            $26
</TABLE>

   
     The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolio
will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.
    

                                       2
<PAGE>
   

     The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO.")  The
Board of Directors of the Fund has considered whether such expenses will be more
or less than they would be if the Portfolio were to invest directly in the
securities held by the Series.  The aggregate amount of expenses for the
Portfolio and Series may be greater than it would be if the Portfolio were to
invest directly in the securities held by the Series.  However, the total
expense ratio for the Portfolio and the Series is expected to be less over time
than such ratio would be if the Portfolio were to invest directly in the
underlying securities.  This is because this arrangement enables institutional
investors, including the Portfolio, to pool their assets, which may be expected
to result in economies by spreading certain fixed costs over a larger asset
base.  Each shareholder in the Series, including the Portfolio, will pay its
proportionate share of the expenses of the Series.

    

                           CONDENSED FINANCIAL INFORMATION
   

     The following financial highlights are part of the financial statements of
the Portfolio.  The information for each of the past fiscal years has been
audited by independent accountants.  The financial statements, related notes and
the report of the independent accountants covering such financial information
and financial highlights for the Fund's most recent fiscal year ended November
30, 1997, are incorporated by reference into the statement of additional
information from the Fund's annual report to shareholders for the year ended
November 30, 1997.  Further information about the Portfolio's performance is
contained in the Fund's annual report to shareholders of the Portfolio for the
year ended November 30, 1997.  A copy of the annual report may be obtained from
the Fund upon request at no charge.

    









                                       3
<PAGE>

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
   
                                                                Year         YEAR           Year           Year          MAY 4
                                                                Ended        ENDED          Ended          Ended           TO
                                                              Nov. 30,      NOV. 30,       Nov. 30,       Nov. 30,       NOV. 30,
                                                                1997          1996           1995           1994           1993
                                                              --------      --------       --------       --------       --------
<S>                                                           <C>           <C>            <C>            <C>            <C>
Net Asset Value, Beginning of Period . . . . . . . . . . .    $14.60         $12.79        $10.29         $10.61         $10.00

Income from Investment Operations
- ---------------------------------
   Net Investment Income . . . . . . . . . . . . . . . . .      0.08           0.13          0.13           0.13           0.10

   Net Gains (Losses) on Securities (Realized and
     Unrealized) . . . . . . . . . . . . . . . . . . . . .      2.46           2.22          2.84          (0.08)          0.68

     Total from Investment Operations  . . . . . . . . . .      2.54           2.35          2.97           0.05           0.78

Less Distributions
- ------------------
   Net Investment Income . . . . . . . . . . . . . . . . .     (0.13)         (0.02)        (0.13)         (0.21)         (0.02)

   Net Realized Gains  . . . . . . . . . . . . . . . . . .     (5.11)         (0.52)        (0.34)         (0.16)         (0.15)

     Total Distributions . . . . . . . . . . . . . . . . .     (5.24)         (0.54)        (0.47)         (0.37)         (0.17)

Net Asset Value, End of Period  . . . . . . . . . . . . .     $11.90         $14.60        $12.79         $10.29         $10.61

Total Return  . . . . . . . . . . . . . . . . . . . . . .      26.52%         19.04%        29.08%          0.53%          7.78%#

Net Assets, End of Period (thousands) . . . . . . . . . .    $15,968        $10,990       $21,192        $15,070         $1,801

Ratio of Expenses to Average Net Assets (1) . . . . . . .       0.20%(a)       0.20%(a)      0.20%(a)       0.20%(a)       0.20%*(a)

Ratio of Net Investment Income to Average Net Assets  . .       0.77%(a)       0.47%(a)      1.12%(a)       1.93%(a)       1.90%*(a)

Portfolio Turnover Rate . . . . . . . . . . . . . . . . .        N/A            N/A           N/A             N/A           N/A

Average Commission Rate . . . . . . . . . . . . . . . . .        N/A            N/A           N/A             N/A           N/A

Portfolio Turnover Rate of Master Fund Series . . . . . .      30.04%         32.38%        21.16%         27.65%         32.88%*(b)

Average Commission Rate of Master Fund Series (2) . . . .    $0.0583        $0.0586           N/A            N/A            N/A
    
</TABLE>
________________
   
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1997 through 1993 would have been 0.40%, 0.38%, 0.56%, 0.82%, and 2.29%,
     respectively, and the ratios of net investment income to average net assets
     for the periods ended November 30, 1997 through 1993 would have been 0.57%,
     0.28%, 0.77%, 1.31% and (0.19)%, respectively.
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
(b)  Master Fund Series Turnover calculated for the period February 3 to
     November 30, 1993.
    

                                       4
<PAGE>

                                    THE PORTFOLIO

   

     The Portfolio, unlike many other investment companies which directly
acquire and manage their own portfolio of securities, seeks to achieve its
investment objective by investing all of its investable assets in the Series, an
open-end, management investment company registered under the Investment Company
Act of 1940 ("1940 Act") having the same investment objective as the Portfolio. 
The investment objective of the Portfolio may not be changed without the
affirmative vote of a majority of its outstanding securities and the investment
objective of the Series may not be changed without the affirmative vote of a
majority of the outstanding securities of that Series.  Shareholders of the
Portfolio will receive written notice thirty days prior to any change in the
investment objective of the Series.

    
   

     This prospectus describes the investment objective, policies and
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE PORTFOLIO"
for a description of the management and other expenses associated with the
Portfolio's investment in the Trust.  Other institutional investors, including
other mutual funds, may invest in the Series, and the expenses of such other
investors and, correspondingly, their returns may differ from those of the
Portfolio.  Please contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA  90401, (310) 395-8005, for information about the availability of
investing in the Series other than through the Portfolio.

    

     The shares of the Series will be offered to institutional investors for the
purpose of increasing the funds available for investment, to reduce expenses as
a percentage of total assets and to achieve other economies that might be
available at higher asset levels.  For example, the Series might be able to
place larger block trades at more advantageous prices and to participate in
securities transactions of larger denominations, thereby reducing the relative
amount of certain transaction costs in relation to the total size of the
transaction.  Investment in the Series by other institutional investors offers
potential benefits to the Series and, through its investment in the Series, also
to the Portfolio.  However, economies and expense reductions might not be
achieved and additional investment opportunities, such as increased
diversification, might not be available if other institutions do not invest in
the Series.  Also, if an institutional investor were to redeem its interest in
the Series, the remaining investors in the Series could experience higher pro
rata operating expenses, thereby producing lower returns, and the Series'
security holdings may become less diverse, resulting in increased risk. 
Institutional investors that have a greater pro rata ownership interest in the
Series than the Portfolio could have effective voting control over the operation
of the Series.

     Further, if the Series changes its investment objective in a manner which
is inconsistent with the investment objective of the Portfolio and the
shareholders of the Portfolio fail to approve a similar change in the investment
objective of the Portfolio, the Portfolio would be forced to withdraw its
investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost.  A withdrawal by the Portfolio of its investment in
the Series could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) to the Portfolio.  Should such a distribution
occur, the Portfolio could incur brokerage fees or other transaction costs in
converting such securities to cash in order to pay redemptions.  In addition, a
distribution in kind to the Portfolio could result in a less diversified
portfolio of investments and could affect adversely the liquidity of the
Portfolio.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.

     Finally, the Portfolio's investment in the shares of a registered
investment company such as the Series is relatively new and results in certain
operational and other complexities.  However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such investment are not inherently different from
the risks of direct investment in securities of the type in which the Series
invests.

                                       5
<PAGE>


                          INVESTMENT OBJECTIVE AND POLICIES

     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio provides investors with access to a securities
portfolio consisting of small U.S. companies.  Company size will be determined
for purposes of the Series solely on the basis of a company's market
capitalization.  "Market  capitalization" will be calculated by multiplying the
price of a company's stock by the number of its shares of common stock.  The
Portfolio, indirectly through ownership of the Series, will be structured to
reflect reasonably the relative market capitalizations of the Series' portfolio
companies.  The Advisor believes that over the long term the investment
performance of small companies in the  U.S. is superior to that of large
companies.  Institutional investors which, for a variety of reasons, may choose
not to make substantial, or any, direct investment in companies whose securities
will be held by the Series, may participate indirectly in the investment
performance of these companies through ownership of the Portfolio's stock.

PORTFOLIO CHARACTERISTICS AND POLICIES

     The Portfolio is a diversified investment company that pursues its
investment objective by investing all of its assets in the Series, which has the
same investment objective and policies as the Portfolio.  The Series is a
diversified investment company that invests in a broad and diverse group of
small U.S. companies having readily marketable securities.  Any reference in
this prospectus to a "small U.S. company" means a company whose securities are
traded in the U.S. securities markets and whose market capitalization is not
larger than the largest of those in the smaller one half (deciles 6 through 10)
of companies listed on the NYSE.  The Series will purchase common stocks of
companies whose shares are listed on the NYSE, the American Stock Exchange (the
"AMEX") and traded in the over-the-counter market ("OTC").  The Series may
invest in securities of foreign issuers which are traded in the U.S. securities
markets, but such investments may not exceed 5% of the gross assets of the
Series.  It is the intention of the Series to acquire a portion of the common
stock of each eligible NYSE, AMEX and OTC company on a market capitalization
weighted basis.  (See "Portfolio Structure.")  In the future, the Series may
purchase common stocks of small U.S. companies which are listed on other U.S.
securities exchanges.  In addition, the Series is authorized to invest in
private placements of interest-bearing debentures that are convertible into
common stock ("privately placed convertible debentures").  Such investments are
considered illiquid and the value thereof together with the value of all other
illiquid investments may not exceed 15% of the value of the Series' total assets
at the time of purchase.

PORTFOLIO STRUCTURE

     The investment portfolio of the Series is structured by generally basing
the amount of each security purchased on the issuer's relative market
capitalization with a view to creating in the Series a reasonable reflection of
the relative market capitalizations of its portfolio companies.

     The decision to include or exclude the shares of an issuer will be made on
the basis of such issuer's relative market capitalization determined by
reference to other companies located in the United States.  Even though a
company's stock may meet the market capitalization criterion, it may not be
purchased by the Series if (i) in the Advisor's judgment, the issuer is in
extreme financial difficulty, (ii) the issuer is involved in a merger or
consolidation or is the subject of an acquisition or (iii) a significant portion
of the issuer's securities are closely held.  Further, securities of real estate
investment trusts will not be acquired (except as a part of a merger,
consolidation or acquisition of assets).  In addition, the Advisor may exclude
the stock of a company that otherwise meets the market capitalization criterion
if the Advisor determines in its best judgment that other conditions exist that
make the purchase of such stock for the Series inappropriate.

     Deviation from strict market capitalization weighting will also occur in
the Series because the Series intends to purchase round lots only.  Furthermore,
in order to retain sufficient liquidity, the relative amount of any security
held by the Series may be reduced from time to time from the level which strict
adherence to market capitalization weighting would otherwise require.  A
portion, but generally not in excess of 20%, of the Series' assets may be
invested in interest-bearing obligations, such as money-market instruments, for
this purpose, thereby causing further 

                                       6
<PAGE>

deviation from strict market capitalization weighting.  Such investments 
would be made on a temporary basis pending investment in equity securities 
pursuant to the Series' investment objective.

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

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

     It is management's belief that the stocks of small companies offer, over a
long term, a prudent opportunity for capital appreciation, but, at the same
time, selecting a limited number of such issues for inclusion in the Series
involves greater risk than including a large number of them.  The Series intends
to invest at least 80% of its assets in equity securities of U.S. small
companies.

     Generally, the Series does not seek current income as an investment
objective and investments will not be based upon an issuer's dividend payment
policy or record.  However, many of the companies whose securities will be
included in the Series do pay dividends.  It is anticipated, therefore, that the
Series will receive dividend income.

PORTFOLIO TRANSACTIONS

   

     On a periodic basis, the Advisor will review the Series' holdings and
determine which, at the time of such review, are no longer considered small U.S.
companies.  Securities which have depreciated in value since their acquisition
will not be sold by the Series solely because prospects for the issuer are not
considered attractive or due to an expected or realized decline in securities
prices in general.  Securities may be disposed of, however, at any time when, in
the Advisor's judgment, circumstances, such as (but not limited to) tender
offers, mergers and similar transactions, or bids made for block purchases at
opportune prices, warrant their sale.  Generally, securities will not be sold to
realize short-term profits, but, when circumstances warrant, they may be sold
without regard to the length of time held.  Generally, securities will be
purchased with the expectation that they will be held for longer than one year
and will be held until such time as they are no longer considered an appropriate
holding in light of the policy of maintaining portfolios of companies with small
market capitalizations.  The annual portfolio turnover rates of the Series for
the fiscal years ended November 30, 1996 and 1997, respectively, were 32.38% and
30.04%.

    

                                   SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of earning additional
income.  While the Series may earn additional income from lending securities,
such activity is incidental to the Series' investment objective.  The value of
securities loaned may not exceed 331/3% 


                                       7

<PAGE>

of the value of the Series' total assets.  In connection with such loans, the 
Series will receive collateral consisting of cash or U.S. Government 
securities, which will be maintained at all times in an amount equal to at 
least 100% of the current market value of the loaned securities.  In 
addition, the Series will be able to terminate the loan at any time and will 
receive reasonable interest on the loan, as well as amounts equal to any 
dividends, interest or other distributions on the loaned securities.  In the 
event of the bankruptcy of the borrower, the Series could experience delay in 
recovering the loaned securities.  Management believes that this risk can be 
controlled through careful monitoring procedures.  The Portfolio is also 
authorized to lend its portfolio securities.  However, as long as it holds 
only shares of the Series, it will not do so.  

                                     RISK FACTORS

SMALL COMPANY SECURITIES

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

BORROWING

     The Series has reserved the right to borrow amounts not exceeding 33% of
its net assets for the purposes of making redemption payments.  When
advantageous opportunities to do so exist, the Series may also purchase
securities when borrowings exceed 5% of the value of its net assets.  Such
purchases can be considered "leveraging" and, in such circumstances, the net
value of the Series may increase or decrease at a greater rate than would be the
case if the Series had not leveraged.  The interest payable on the amount
borrowed would increase the Series' expenses and, if the appreciation and income
produced by the investments purchased when the Series has borrowed are less than
the cost of borrowing, the investment performance of the Series will be reduced
as a result of leveraging.

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the Series will differ from
the process employed by many other investment advisors in that the Advisor will
rely on fundamental analysis of the investment merits of securities to a limited
extent to eliminate potential acquisitions rather than rely on this technique to
select securities.  Further, because securities generally will be held long-term
and will not be eliminated based on short-term price fluctuations, the Advisor
generally will not act upon general market movements or short-term price
fluctuations of securities to as great an extent as many other investment
advisors.

REPURCHASE AGREEMENTS

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

   
                             MANAGEMENT OF THE PORTFOLIO
    

     The Advisor serves as investment advisor to the Series and, as such, is
responsible for the management of its assets.  Investment decisions for the
Series are made by the Investment Committee of the Advisor, which meets on a
regular basis and also as needed to consider investment issues.  The Investment
Committee is composed of certain officers and directors of the Advisor who are
elected annually.  The Advisor provides the Series with a trading department and
selects brokers and dealers to effect securities transactions.

                                       8

<PAGE>

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

   
     For the fiscal year ended November 30, 1997, the Advisor received a fee for
its advisory services to the Series equal to 0.03% of the average net assets of
the Series and the total expenses of the Portfolio were 0.20% of its average net
assets.  Absent the Advisor's waiver of its fee under the Administration
Agreement with respect to the Portfolio (see "Administrative Services") and its
assumption of portfolio expenses to the extent necessary to keep the cumulative
annual expenses of the Portfolio to not more than 0.20% of the average net
assets of the Portfolio on an annual basis, the ratio of expenses to average net
assets for the fiscal year ended November 30, 1997 would have been 0.40%.
    

   
     The Portfolio and Series each bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
fees, commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal securities laws and the cost of any
filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services and custodian
fees.  Expenses allocable to the Portfolio or the Series are so allocated and
expenses which are not allocable to the Portfolio and the Series are borne by
the Portfolio and Series on the basis of their 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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor , trustees
and officers of the Trust and shareholders of the Advisor) may be deemed
controlling persons of the Advisor.  

   
     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolio.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Series.  The Portfolio's statement of additional
information furnishes information about the Directors and officers of the Fund. 
(See "DIRECTORS AND OFFICERS" in the statement of additional information.)
    

ADMINISTRATIVE SERVICES

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

                                       9

<PAGE>

   
    

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed.  The
Portfolio's policy is to distribute substantially all net investment income
together with any net realized capital gains in November and December of each
year.  

   
     The Series also intends to qualify as a regulated investment company under
the Code.  Special tax rules may apply in determining the income and gains that
the Series earns on its investments.  Also, foreign governments may impose taxes
on the income and gains from the Series' investments in foreign securities. 
These rules may, in turn, affect the amount of distributions that the Portfolio
pays to shareholders. 
    

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

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

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

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

     The Portfolio receives income in the form of income dividends paid by the
Series.  This income, less the expenses incurred in operations, is the
Portfolio's net investment income from which income dividends are distributed as
described above.  The Portfolio also may receive capital gains distributions
from the Series and may realize capital gains upon the redemption of the shares
of the Series.  Any net realized capital gains of the Portfolio will be
distributed as described above.

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

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

                                      10

<PAGE>

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

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

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

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

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


                                  PURCHASE OF SHARES

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

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

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

   
     Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (Federal Funds)
by wire to the custodian, for the account of Dimensional Investment Group Inc.
(The DFA 6-10 Institutional Portfolio).  Additional investments also may be made
through the wire procedure by first notifying the Advisor.  Investors who wish
to purchase shares by check should send their check to Dimensional Investment
Group Inc., c/o PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. 
PNC Bank, N.A. serves as custodian for the Portfolio.
    

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

                                      11

<PAGE>

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

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

IN KIND PURCHASES

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

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

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

                                 VALUATION OF SHARES

     The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  Securities held by the Series which
are listed on a securities exchange and for which market quotations are
available are valued at the last quoted sale price of the day or, if there is no
such reported sale, the Series values such securities at the mean between the
most recent quoted bid and asked prices.  Price information on listed securities
is taken from the exchange where the security is primarily traded.  Unlisted
securities for which market quotations are readily available are valued at the
mean between the most recent quoted bid and asked prices.  The value of other
assets and securities for which no quotations are readily available (including
restricted securities) are determined in good faith at fair value in accordance
with procedures adopted by the Board of Trustees of the Trust.

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

                                      12

<PAGE>

owned by any purchaser whose order is canceled in order to recover any 
resulting loss to the Fund and may prohibit or restrict the manner in which 
such purchaser may place further orders.

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


                                     DISTRIBUTION

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


                                  EXCHANGE OF SHARES

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

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

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

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

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

                                      13

<PAGE>

have not been issued and the Fund may issue the shares of the portfolio being 
acquired in compliance with the securities laws of the investor's state of 
residence.

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


                                 REDEMPTION OF SHARES

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

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

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

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

   
     When in the best interests of the Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Series in lieu of cash in
accordance with Rule 18f-1 under the 1940 Act.  Investors may incur brokerage
charges and other transaction costs selling securities that were received in
payment of redemptions.
    

                                      14

<PAGE>

                                 GENERAL INFORMATION

   
     The Portfolio and the Series may disseminate reports of their investment
performance from time to time.  Investment performance is calculated on a total
return basis, that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio.  Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated.  Non-standardized total return
quotations may differ from the SEC Guideline computations by covering different
time periods.  In all cases, disclosures are made when performance quotations
differ from the SEC Guidelines.  Performance data is based on historical
earnings and is not intended to indicate future performance.  Rates of return
expressed on an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim yields. 
The Fund's annual report to shareholders of the Portfolio for the fiscal year
ended November 30, 1997, contains additional performance information.  A copy of
the annual report is available upon request and without charge.
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The shares
of the Portfolio, when issued and paid for in accordance with the Portfolio's
prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.  With respect to matters which
require shareholder approval, shareholders are entitled to vote only with
respect to matters which affect the interest of the class of shares (Portfolio)
which they hold, except as otherwise required by applicable law.  If liquidation
of the Fund should occur, shareholders would be entitled to receive on a per
class basis the assets of the particular class whose shares they own, as well as
a proportionate share of Fund assets not attributable to any particular class. 
Ordinarily, the Fund does not intend to hold annual meetings of shareholders,
except as required by the 1940 Act or other applicable law.  The Fund's bylaws
provide that special meetings of shareholders shall be called at the written
request of at least 10% of the votes entitled to be cast at such meeting.  Such
meeting may be called to consider any matter, including the removal of one or
more directors.  Shareholders will receive shareholder communications with
respect to such matters as required by the 1940 Act, including semi-annual and
annual financial statements of the Fund, the latter being audited.  

   
    

     The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992.  The Trust offers shares of its Series only to
institutional investors in private offerings.  The Fund may withdraw the
investment of the Portfolio in the Series at any time, if the Board of Directors
of the Fund determines that it

                                      15

<PAGE>

is in the best interests of the Portfolio to do so.  Upon any such 
withdrawal, the Board of Directors of the Fund would consider what action 
might be taken, including the investment of all of the assets of the 
Portfolio in another pooled investment entity having the same investment 
objective as the Portfolio or the hiring of an investment advisor to manage 
the Portfolio's assets in accordance with the investment policies described 
above.

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

   
     As of January 30, 1998, the following person(s) owned more than 25% of the
voting securities of the Portfolio:
    

   
<TABLE>
          <S>                                                             <C>
          NIGAS Savings Investment and Thrift Plans                       69.07%
          Pensions and Investments Department
          P.O. Box 190
          Aurora, IL  60507

          Utah Retirement Systems                                         27.91%
          540 E. 200 South
          Salt Lake City, UT  84102
</TABLE>
    

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

                                      16

<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103


<PAGE>

                         THE DFA 6-10 INSTITUTIONAL PORTFOLIO

                          DIMENSIONAL INVESTMENT GROUP INC.


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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 3, 1998
    

   

     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of The DFA 6-10 Institutional Portfolio
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
3, 1998, as amended from time to time, which can be obtained from the Fund by
writing to the above address or by calling the above telephone number.
    

                                 TABLE OF CONTENTS

   
<TABLE>

                                                                            PAGE
<S>                                                                         <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .   2

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

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

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

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

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

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . .   7

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

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

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

</TABLE>
    

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies to
the U.S. 6-10 Series (the "Series") of The DFA Investment Trust Company (the
"Trust").  

     Because the structure of the Series is based on the relative market 
capitalizations of eligible holdings, it is possible that the Series might 
include at least 5% of the outstanding voting securities of one or more 
issuers. In such circumstances, the Fund and the issuer would be deemed 
"affiliated persons" under the Investment Company Act of 1940 (the "1940 
Act") and certain requirements of the 1940 Act regulating dealings between 
affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Series and the anticipated amount of the Series' assets intended to be 
invested in such securities, management does not anticipate that the Series 
will include as much as 5% of the voting securities of any issuer.

                                BROKERAGE TRANSACTIONS

   

     During the fiscal years ended November 30, 1995, 1996 and 1997, the Series
paid total brokerage commissions of $361,784, $473,887 and $855,652,
respectively.  The substantial increases or decreases in the amount of brokerage
commissions paid by the Series from year to year resulted from increases or
decreases in the amount of securities that were bought and sold by the Series.

    

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

   

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Series permits the Advisor knowingly to
pay commissions on these transactions which are greater than another broker
might charge if the Advisor, in good faith, determines that the commissions paid
are reasonable in relation to the research or brokerage services provided by the
broker or dealer when viewed in terms of either a particular transaction or the
Advisor's overall responsibilities to the Series.  During fiscal year 1997, the
Series paid commissions for securities transactions to brokers which provided
market price monitoring services, market studies and research services to the
Series of $486,637 with respect to securities transactions valued at
$153,272,761.  Research services furnished by brokers through whom securities
transactions are effected may be used by the Advisor in servicing all of its
accounts and not all such services may be used by the Advisor with respect to
the Series.  

    

     The OTC companies eligible for purchase by the Series are thinly traded
securities.  Therefore, the Advisor believes it needs maximum flexibility to
effect OTC trades on a best execution basis.  To that end, the Advisor places
buy and sell orders with market makers, third market brokers, Instinet and with
dealers on an agency basis when the Advisor determines that the securities may
not be available from other sources at a more favorable price.  Third market
brokers enable the Advisor to trade with other institutional holders directly on
a net basis.  This allows the Advisor sometimes to trade larger blocks than
would be possible by going through a single market maker.

                                       2

<PAGE>

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

   

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

    

                                INVESTMENT LIMITATIONS

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

     The Portfolio will not:

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

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

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

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

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

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

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

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

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

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

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

   

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

    

   
    

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

   

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

    

                                       4

<PAGE>

   

its total assets those assets which represent collateral received by the 
Series for its securities lending transactions.

    

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

                                DIRECTORS AND OFFICERS

   

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

    

DIRECTORS

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.

    

                                       5

<PAGE>

   

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

    

*Interested Director of the Fund.

OFFICERS

   

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

    

   

     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

                                       6

<PAGE>

   

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

    

   

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

    

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

   

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

    

   

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.  

    

<TABLE>
<CAPTION>

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

</TABLE>

* 1 moved from here; text not shown

                               ADMINISTRATIVE SERVICES

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


                                  OTHER INFORMATION

   

     For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1995, 1996 and 1997, the
Series paid advisory fees of $57,000, $81,000 and $102,000, respectively.  The
Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.

    

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April, 1993, to change to its
present name.  Prior to a February, 1992, amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc.

     PNC Bank, N.A. serves as a custodian for the Portfolio and the Series.  The
custodian maintains a separate account or accounts for the Portfolio and the
Series; receives, holds and releases portfolio securities 

                                       7

<PAGE>

on account of the Portfolio and the Series; makes receipts and disbursements 
of money on behalf of the Portfolio and the Series; and collects and receives 
income and other payments and distributions on account of the Portfolio's and 
Series' portfolio securities.

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements.


                           PRINCIPAL HOLDERS OF SECURITIES

   

     As of January 30, 1998, the following person(s)  beneficially owned 5% or
more of the outstanding stock of the Portfolio, as set forth below:

    

   

<TABLE>
          <S>                                                             <C>
          NI-Gas Savings Investment & Thrift Plans                        69.07%
          Northern Illinois Gas
          P.O. Box 190
          Aurora, IL  60507

          Utah Retirement System                                          27.91%
          540 E. 200 South
          Salt Lake City, UT  84102
</TABLE>
    

                                  PURCHASE OF SHARES

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

   

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

    

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


                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the Securities and Exchange Commission 
(the "Commission"), (2) during any period when an emergency exists as defined 
by the rules of the Commission as a result of which it is not reasonably 
practicable for the Fund to dispose of securities 

                                       8

<PAGE>

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

   
    

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


                           CALCULATION OF PERFORMANCE DATA

     Following are quotations of the annualized percentage total returns of the
Portfolio for the one-, five-, and ten-year periods ended November 30, 1997 (as
applicable) using the standardized method of calculation required by the
Commission.  

   
    

   
<TABLE>
<CAPTION>
          <S>                 <C>                      <C>
          ONE YEAR            FIVE YEARS               TEN YEARS
          --------            ----------               ---------
          26.42%                   17.62%                   n/a
                              (55 months)
</TABLE>
    

   

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

    

P(1 + T)n  = ERV

where:

                                       9

<PAGE>

     P   = a hypothetical initial payment of $1,000

     T   = average annual total return

     n   = number of years

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

   

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

    

   

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

    

                                 FINANCIAL STATEMENTS

   

     The audited financial statements and financial highlights of the Portfolio
for the Fund's fiscal year ended November 30, 1997, as set forth in the Fund's
annual report to shareholders of the Portfolio, and the report thereon of
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.

    

   

     The audited financial statements of the Series for the Trust's fiscal year
ended November 30, 1997, as set forth in the Trust's annual report to
shareholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.

    

   

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

    

                                      10

<PAGE>

                                     PROSPECTUS

   
                                   MARCH 3, 1998
    

                    DFA  ONE-YEAR  FIXED  INCOME  PORTFOLIO  II 
                                 _________________
                                          
   
     This prospectus describes DFA ONE-YEAR FIXED INCOME PORTFOLIO II (the 
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc. 
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401, 
(310) 395-8005.  The Portfolio is an open-end, management investment company 
whose shares are offered, without a sales charge, to 401(k) defined 
contribution plans and clients, customers or members of certain institutions. 
The Fund issues thirteen series of shares, each of which represents a 
separate class of the Fund's common stock, having its own investment 
objective and policies.  The Fund has not established a minimum initial 
purchase requirement for the Portfolio.
    

     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE STABLE REAL 
VALUE OF CAPITAL WITH A MINIMUM OF RISK BY INVESTING IN HIGH QUALITY 
OBLIGATIONS.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH 
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO 
ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN 
THE SHARES OF THE DFA ONE-YEAR FIXED INCOME SERIES (THE "SERIES") OF THE DFA 
INVESTMENT TRUST COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, 
MANAGEMENT INVESTMENT COMPANY THAT HAS THE SAME INVESTMENT OBJECTIVE, 
POLICIES AND LIMITATIONS AS THE PORTFOLIO. THE INVESTMENT EXPERIENCE OF THE 
PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF THE 
SERIES.  INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH.  FOR 
ADDITIONAL INFORMATION, SEE "THE PORTFOLIO."

   
     This prospectus sets forth information about the Portfolio that 
prospective investors should know before investing and should be read 
carefully and retained for future reference.  A statement of additional 
information about the Portfolio, dated March 3, 1998, as amended from time to 
time, which is incorporated herein by reference, has been filed with the 
Securities and Exchange Commission and is available upon request, without 
charge, by writing or calling the Fund at the above address or telephone 
number.
    
                                  _________________

   
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                       1

<PAGE>

                                 TABLE OF CONTENTS

   
                                                                          PAGE

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . 6
     Description of Investments. . . . . . . . . . . . . . . . . . . . . . . 6
     Investments in the Banking Industry . . . . . . . . . . . . . . . . . . 7
     Portfolio Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Banking Industry Concentrations . . . . . . . . . . . . . . . . . . . . 8
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 8

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . 8
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . . . 9

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

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

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

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

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

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

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

                                       2

<PAGE>

                                      HIGHLIGHTS

                                                                            PAGE
INVESTMENT OBJECTIVE                                                          6

     The investment objective of the Portfolio is to achieve stable real 
value of capital with a minimum of risk.  The Portfolio invests all of its 
assets in the Series.  Generally, the Series will acquire high quality 
obligations which mature within one year from the date of settlement; 
however, when greater returns are available substantial investments may be 
made in securities maturing within two years from the date of settlement as 
well.  In addition, the Series intends to concentrate investments in the 
banking industry under certain circumstances.  The investment objective of 
the Portfolio is a fundamental policy and may not be changed without the 
affirmative vote of a majority of its outstanding securities.  (See 
"INVESTMENT OBJECTIVE AND POLICIES.")

                                                                            PAGE
RISK FACTORS                                                                  8

     The Series is authorized to invest in dollar-denominated obligations of 
U.S. subsidiaries and branches of foreign banks and dollar-denominated 
obligations of foreign issuers traded in the U.S. and also is authorized to 
concentrate investments in the banking industry in certain circumstances.  
The Portfolio is authorized to invest in repurchase agreements.  All of the 
above-described policies involve certain risks.  The policy of the Portfolio 
to invest in the shares of the Series also involves certain risks. (See "RISK 
FACTORS.")

                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                        8

     Dimensional Fund Advisors Inc. (the "Advisor") serves as investment 
advisor to the Series.  The Advisor provides the Portfolio with certain 
administrative services.  The Fund contracts with Shareholder Services Agents 
to provide certain recordkeeping and other services for the benefit of the 
Portfolio's shareholders.  (See "MANAGEMENT OF THE PORTFOLIO.")

                                                                            PAGE
DIVIDEND POLICY                                                              10

     The Portfolio distributes dividends from its net investment income 
monthly and makes any distributions from realized net capital gains on an 
annual basis. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

   
                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                 11
    

     The shares of the Portfolio are sold at net asset value.  The redemption 
price of a share of the Portfolio is equal to the net asset value of the 
share. The value of the shares issued by the Portfolio will fluctuate in 
relation to the investment experience of the Series.  Unlike money market 
funds, the shares of the Portfolio will tend to reflect fluctuations in 
interest rates because the Series does not seek to stabilize the price of its 
shares by use of the "amortized cost" method of securities valuation.  (See 
"PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF SHARES.")

                                      1

<PAGE>
SHAREHOLDER TRANSACTION EXPENSES

     None*

   
     The expenses in the following table are based on those incurred by the 
Portfolio for the fiscal year ended November 30, 1997.  
    

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

   
          Management Fee                                    0.05%
          Administration Fee (after voluntary fee waivers)  0.00%
          Other Expenses (after assumption of expenses)     0.70%
          Total Operating Expenses (after fee waivers
               and assumption of expenses)                  0.75%***
    

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

  **  The "Management Fee" is payable by the Series and the "Administration 
      Fee" is payable by the Portfolio.  The amount set forth in "Other 
      Expenses" represents the aggregate amount that is payable by both the 
      Series and the Portfolio.  "Other Expenses" include a fee paid to the 
      Shareholder Services Agent of each employer plan or institution at the 
      annual rate of .25% of the average daily value of all shares of the 
      Portfolio that are held in an account maintained by such Shareholder 
      Services Agent, paid on a monthly basis.  (See "Administrative 
      Services.")

   
 ***  Effective December 1, 1995, the Advisor agreed to waive its fee under 
      the Administration Agreement with respect to the  Portfolio, and to the 
      extent that such waiver is insufficient, to assume the expenses of the 
      Portfolio, to the extent necessary to keep the cumulative annual expenses
      of the Portfolio to not more than .75% of the average net assets of the 
      Portfolio on an annualized basis.  Absent the Advisor's waiver of the 
      administration fees and assumption of expenses, the ratio of total 
      operating expenses to average net assets for the Portfolio and Series for
      the fiscal year ended November 30, 1997, would have been 1.14%.  For 
      purposes of this waiver and assumption of expenses, the annual expenses 
      are those expenses incurred in any period consisting of twelve 
      consecutive months.  The Advisor retains the right in its sole discretion
      to modify or eliminate the waiver of a portion of its fees and the 
      assumption of expenses of the Portfolio in the future.  If the Advisor 
      modifies or eliminates the fee waiver or assumption of expenses, such 
      change will be set forth in the prospectus.
    

EXAMPLE

     You would pay the following transaction and annual operating expenses on 
a $1,000 investment in each Portfolio, assuming a 5% annual return over each 
of the following time periods and redemption at the end of each time period:

   
<TABLE>
<CAPTION>
               1 Year     3 Years      5 Years      10 Years
               ------     -------      -------      --------
               <S>        <C>          <C>          <C>
                 $8        $24           $42          $93
</TABLE>
    

   
     The purpose of the above fee table and Example is to assist investors 
in understanding the various costs and expenses that an investor in the 
Portfolio will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE 
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY 
BE GREATER OR LESSER THAN THOSE SHOWN.
    
                                      2

<PAGE>

   
     The table summarizes the aggregate estimated annual operating expenses 
of both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO" for 
a description of Portfolio and Series expenses.)  The Board of Directors of 
the Fund has considered whether such expenses will be more or less than they 
would be if the Portfolio were to invest directly in the securities held by 
the Series.  The aggregate amount of expenses for the Portfolio and the 
Series may be greater than it would be if the Portfolio were to invest 
directly in the securities held by the Series.  However, the total expense 
ratio for the Portfolio and the Series is expected to be less over time than 
such ratio would have been if the Portfolio were to invest directly in the 
underlying securities. This is because this arrangement enables institutional 
investors, including the Portfolio, to pool their assets, which may be 
expected to result in economies by spreading certain fixed costs over a 
larger asset base.  Each shareholder in the Series, including the Portfolio, 
will pay its proportionate share of the expenses of the Series.
    

                           CONDENSED FINANCIAL INFORMATION

   
     The following financial highlights are part of the financial statements 
of the Portfolio.  The information for each of the past fiscal years has been 
audited by independent accountants.  The financial statements, related notes 
and the report of the independent accountants covering such financial 
information and financial highlights for the Fund's most recent fiscal year 
ended November 30, 1997, are incorporated by reference into the Fund's 
statement of additional information from the Fund's annual report to 
shareholders for the year ended November 30, 1997. Further information about 
the Portfolio's performance is contained in the Fund's annual report to 
shareholders of the Portfolio for the year ended November 30, 1997.  A copy 
of the annual report may be obtained from the Fund upon request at no charge. 
    

                                      3

<PAGE>

                                  FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>
                                                                                 Year            Year           Feb. 9  
                                                                                 Ended           Ended             To     
                                                                                Nov. 30,        Nov. 30,        Nov. 30, 
                                                                                  1997            1996            1995    
                                                                                --------        --------        --------
<S>                                                                             <C>             <C>             <C>
Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . . . .    $10.18          $10.16          $10.00

INCOME FROM INVESTMENT OPERATIONS
   Net Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . .      0.53            0.46            0.24
   Net Gains (Losses) on Securities (Realized and Unrealized) . . . . . . . .     (0.01)           0.02            0.16
                                                                                 ------          ------          ------
   Total from Investment Operations . . . . . . . . . . . . . . . . . . . . .      0.52            0.48            0.40
                                                                                 ------          ------          ------

LESS DISTRIBUTIONS
   Net Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . .     (0.54)          (0.46)          (0.24)
                                                                                 ------          ------          ------
   Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . .    $10.16          $10.18          $10.16
                                                                                 ------          ------          ------
                                                                                 ------          ------          ------

Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .      5.23%           4.86%           4.09%#
Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . . .     $9,342         $4,732            $569    
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . . . .      0.75%(a)        0.75%(a)        2.50%*(a)
Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . . . .      5.10%(a)        4.66%(a)        2.80%*(a)
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .      N/A             N/A             N/A
Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . . . .     82.84%          95.84%          81.31%(b)
</TABLE>
    

________________
   
(Adjusted to reflect a 900% stock dividend as of January 2, 1996.)
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1997, 1996 and 1995 would have been 1.14%, 2.80% and 17.81%, respectively
     and the ratios of net investment income to average net assets for the
     periods ended November 30, 1997, 1996 and 1995 would have been 4.71%, 2.61%
     and (12.60%), respectively.
(b)  Master Fund Series turnover calculated for the year ended November 30, 
     1995.
    

                                      4

<PAGE>

                                    THE PORTFOLIO

     The Portfolio, unlike many other investment companies which directly 
acquire and manage their own portfolio of securities, seeks to achieve its 
investment objective by investing all of its investable assets in the Series, 
an open-end, management investment company registered under the Investment 
Company Act of 1940, having the same investment objective as the Portfolio.  
The investment objective of the Portfolio may not be changed without the 
affirmative vote of a majority of its outstanding securities and the 
investment objective of the Series may not be changed without the affirmative 
vote of a majority of its outstanding securities.  Shareholders of the 
Portfolio will receive written notice thirty days prior to any change in the 
investment objective of the Series.  

     This prospectus describes the investment objective, policies and 
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE 
PORTFOLIO" for a description of the management and other expenses associated 
with the Portfolio's investment in the Series.  Other institutional 
investors, including other mutual funds, may invest in the Series, and the 
expenses of such other investors and, correspondingly, their returns may 
differ from those of the Portfolio.  Please contact the Trust at 1299 Ocean 
Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005 for information 
about the availability of investing in the Series other than through the 
Portfolio.  

     The shares of the Series will be offered to institutional investors for 
the purpose of increasing the funds available for investment, to reduce 
expenses as a percentage of total assets and to achieve other economies that 
might be available at higher asset levels.  For example, the Series might be 
able to place larger block trades at more advantageous prices and to 
participate in securities transactions of larger denominations, thereby 
reducing the relative amount of certain transaction costs in relation to the 
total size of the transaction.  While investment in the Series by other 
institutional investors offers potential benefits to the Series and, through 
its investment in the Series, also to the Portfolio, economies and expense 
reductions might not be achieved and additional investment opportunities, 
such as increased diversification, might not be available if other 
institutions do not invest in the Series.  Also, if an institutional investor 
were to redeem its interest in the Series, the remaining investors in the 
Series could experience higher pro rata operating expenses, thereby producing 
lower returns, and the Series' security holdings may become less diverse, 
resulting in increased risk. Institutional investors that have a greater pro 
rata ownership interest in the Series than the Portfolio could have effective 
voting control over the operation of the Series.

     Further, if the Series changes its investment objective in a manner 
which is inconsistent with the investment objective of the Portfolio and the 
shareholders of the Portfolio fail to approve a similar change in the 
investment objective of the Portfolio, the Portfolio would be forced to 
withdraw its investment in the Series and either seek to invest its assets in 
another registered investment company with the same investment objective as 
the Portfolio, which might not be possible, or retain an investment advisor 
to manage the Portfolio's assets in accordance with its own investment 
objective, possibly at increased cost.  A withdrawal by the Portfolio of its 
investment in the Series could result in a distribution in kind of portfolio 
securities (as opposed to a cash distribution) to the Portfolio.  Should such 
a distribution occur, the Portfolio could incur brokerage fees or other 
transaction costs in converting such securities to cash in order to pay 
redemptions. In addition, a distribution in kind to the Portfolio could 
result in a less diversified portfolio of investments and could affect 
adversely the liquidity of the Portfolio.  Moreover, a distribution in kind 
by the Series may constitute a taxable exchange for federal income tax  
purposes resulting in gain or loss to the Portfolio.  Any net capital gains 
so realized will be distributed to the Portfolio's shareholders as described 
in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.

     Finally, the Portfolio's investment in the shares of a registered 
investment company such as the Series is new and results in certain 
operational and other complexities.  However, management believes that the 
benefits to be gained by shareholders outweigh the additional complexities 
and that the risks attendant to such investment are not inherently different 
from the risks of direct investment in securities of the type in which the 
Series invests. 

                                      5

<PAGE>

                           INVESTMENT OBJECTIVE AND POLICIES

     The investment objective of the Portfolio is to achieve a stable real 
value (i.e. a return in excess of the rate of inflation) of invested capital 
with a minimum of risk.  This objective will be pursued by investing the 
assets of the Portfolio in the Series, which has the same investment 
objective and policies as the Portfolio.  The Series will invest in U.S. 
government obligations, U.S. government agency obligations, 
dollar-denominated obligations of foreign issuers issued in the U.S., bank 
obligations, including U.S. subsidiaries and branches of foreign banks, 
corporate obligations, commercial paper, repurchase agreements and 
obligations of supranational organizations.  Generally, the Series will 
acquire obligations which mature within one year from the date of settlement, 
but substantial investments may be made in obligations maturing within two 
years from the date of settlement when greater returns are available. It is 
the Series' policy that the weighted average length of maturity of 
investments will not exceed one year.  The Series principally invests in 
certificates of deposit, commercial paper, bankers' acceptances, notes and 
bonds.  The Series will invest more than 25% of its total assets in 
obligations of U.S. and/or foreign banks and bank holding companies when the 
yield to maturity on these instruments exceeds the yield to maturity on all 
other eligible portfolio investments of similar quality for a period of five 
consecutive days when the New York Stock Exchange (the "NYSE") is open for 
trading.  (See "Investments in the Banking Industry.")

DESCRIPTION OF INVESTMENTS

     The following is a description of the categories of the investments 
which may be acquired by the Series. 
 
     1.   U.S. GOVERNMENT OBLIGATIONS - Debt securities issued by the U.S. 
Treasury which are direct obligations of the U.S. government, including 
bills, notes and bonds. 
 
     2.   U.S. GOVERNMENT AGENCY OBLIGATIONS - Issued or guaranteed by U.S. 
government-sponsored instrumentalities and federal agencies, including the 
Federal National Mortgage Association, Federal Home Loan Bank and the Federal 
Housing Administration. 

     3.   CORPORATE DEBT OBLIGATIONS - Non-convertible corporate debt 
securities (e.g., bonds and debentures) which are issued by companies whose 
commercial paper is rated Prime-1 by Moody's Investors Services, Inc. 
("Moody's") or A-1 by Standard & Poor's Rating Group, a Division of The 
McGraw-Hill Companies ("S&P") and dollar-denominated obligations of foreign 
issuers issued in the U.S.  If the issuer's commercial paper is unrated, then 
the debt security would have to be rated at least AA by S&P or Aa2 by 
Moody's.  If there is neither a commercial paper rating nor a rating of the 
debt security, then the Advisor must determine that the debt security is of 
comparable quality to equivalent issues of the same issuer rated at least AA 
or Aa2.

     4.   BANK OBLIGATIONS - Obligations of U.S. banks and savings and loan 
associations and dollar-denominated obligations of U.S. subsidiaries and 
branches of foreign banks, such as certificates of deposit (including 
marketable variable rate certificates of deposit) and bankers' acceptances. 
Bank certificates of deposit will only be acquired from banks having assets 
in excess of $1,000,000,000. 
 
     5.   COMMERCIAL PAPER - Rated, at the time of purchase, A-1 or better by 
S&P or Prime-1 by Moody's, or, if not rated, issued by a corporation having 
an outstanding unsecured debt issue rated Aaa by Moody's or AAA by S&P, and 
having a maximum maturity of nine months.  

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

                                      6
<PAGE>

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

     The categories of investments that may be acquired by the Series 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.

INVESTMENTS IN THE BANKING INDUSTRY

     The Series will invest more than 25% of its total assets in obligations 
of U.S. and/or foreign banks and bank holding companies when the yield to 
maturity on these investments exceeds the yield to maturity on all other 
eligible portfolio investments for a period of five consecutive days when the 
NYSE is open for trading.  For the purpose of this policy, which is a 
fundamental policy of the Series and can only be changed by a vote of 
shareholders of the Series, banks and bank holding companies are considered 
to constitute a single industry, the banking industry.  The Portfolio has the 
same fundamental policy, which can only be changed by a vote of the 
Portfolio's shareholders, except that the Portfolio's policy does not apply 
to the extent that all or substantially all of its net assets are invested in 
the Series.  When investment in such obligations exceeds 25% of the total net 
assets of the Series, the Series will be considered to be concentrating its 
investments in the banking industry.  As of the date of this prospectus, the 
Series is concentrating its investment in this industry. 

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

PORTFOLIO STRATEGY

     The Series will be managed with a view to capturing credit risk premiums 
and term or maturity premiums.  As used herein, the term "credit risk 
premium" means the anticipated incremental return on investment for holding 
obligations considered to have greater credit risk than direct obligations of 
the U.S. Treasury and "maturity risk premium" means the anticipated 
incremental return 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 Series will be 
chosen with a view to maximizing anticipated monthly returns, net of trading 
costs. 

   
     The Series is expected to have a high portfolio turnover rate due to the 
relatively short maturities of the securities to be acquired. The rate of 
portfolio turnover will depend upon market and other conditions; it will not 
be a limiting factor when management believes that portfolio changes are 
appropriate.  It is anticipated that the annual turnover rate of the Series 
could be 0% to 200%.  The annual portfolio turnover rates of the Series for 
the fiscal years ended November 30, 1996 and 1997, respectively, were 95.84% 
and 82.84%.  While the Series acquires securities in principal transactions 
and, therefore, does not pay brokerage commissions, the spread between the 
bid and asked prices of a security may be considered to be a "cost" of 
trading.  Such costs ordinarily increase with trading activity.  However, as 
stated above, securities ordinarily will be sold when, in the Advisor's 
judgment, the monthly return of the Series will be increased as a result of 
portfolio transactions after taking in to account the cost of trading.  It is 
anticipated that securities will be acquired in the secondary markets for 
short term instruments. 
    

                                   SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, 
dealers, banks and other financial institutions for the purpose of earning 
additional income.  While the Series may earn additional income from lending 
securities, such activity

                                      7

<PAGE>

is incidental to the investment objective of the Series.  The value of 
securities loaned may not exceed 331/3% of the value of the Series' total 
assets.  In connection with such loans, the Series will receive collateral 
consisting of cash or U.S. Government securities, which will be maintained at 
all times in an amount equal to at least 100% of the current market value of 
the loaned securities.  In addition, the Series will be able to terminate the 
loan at any time and will receive reasonable interest on the loan, as well as 
amounts equal to any dividends, interest or other distributions on the loaned 
securities.  In the event of the bankruptcy of the borrower, the Series could 
experience delay in recovering the loaned securities.  Management believes 
that this risk can be controlled through careful monitoring procedures.  The 
Portfolio is also authorized to lend its portfolio securities. However, as 
long as it holds only shares of the Series, it will not do so.

                                     RISK FACTORS

FOREIGN SECURITIES

     The Series invests in foreign issuers.  Such investments involve risks 
that are not associated with investments in U.S. public companies. Such risks 
may include legal, political and or diplomatic actions of foreign 
governments, such as imposition of withholding taxes on interest and dividend 
income payable on the securities held, possible seizure or nationalization of 
foreign deposits, establishment of exchange controls or the adoption of other 
foreign governmental restrictions which might adversely affect the value of 
the assets held by the Series.  Further, foreign issuers are not generally 
subject to uniform accounting, auditing and financial reporting standards 
comparable to those of U.S. public companies and there may be less publicly 
available information about such companies than comparable U.S. companies.  
The Series may invest in obligations of supranational organizations.  The 
value of the obligations of these organizations may be adversely affected if 
one or more of their supporting governments discontinue their support.  

BANKING INDUSTRY CONCENTRATIONS

     Concentrating in obligations of the banking industry may involve 
additional risk by foregoing the safety of investing in a variety of 
industries.  Changes in the market's perception of riskiness of banks 
relative to non-banks could cause more fluctuations in the net asset value of 
the Series (and, thus, the Portfolio) than might occur in less concentrated 
portfolios.

REPURCHASE AGREEMENTS

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

                             MANAGEMENT OF THE PORTFOLIO

     The Advisor serves as investment advisor to the Series.  As such, the 
Advisor is responsible for the management of its assets. Investment decisions 
for the Series are made by the Investment Committee of the Advisor, which 
meets on a regular basis and also as needed to consider investment issues.  
The Investment Committee is composed of certain officers and directors of the 
Advisor who are elected annually.  The Advisor provides the Series with a 
trading department and selects brokers and dealers to effect securities 
transactions.  Portfolio securities are placed with a view to obtaining best 
price and execution and, subject to this goal, may be placed with brokers 
which have assisted in the sale of the Portfolio's shares.

   
     For the fiscal year ended November 30, 1997, the Advisor received a fee 
for its advisory services to the Series equal to 0.05% of the average net 
assets of the Series and the total expenses of the Portfolio were 0.75% of 
its average net assets.  Effective December 1, 1995, the Advisor agreed to 
waive its fee under the Administration Agreement with respect to the  
Portfolio, and to the extent that such waiver is insufficient, to reimburse 
the Portfolio, to the extent necessary to keep the cumulative annual expenses 
of the Portfolio to not more than 0.75% of the average net assets of the 
Portfolio on an annualized basis. Absent the Advisor's waiver of the 
administration fees and assumption of expenses, the ratio of expenses to 
average net assets for the Portfolio for the fiscal year ended November 
    

                                      8
<PAGE>

   
30, 1997, would have been 1.14%.  For purposes of this waiver and assumption 
of expenses, the annual expenses are those expenses incurred in any period 
consisting of twelve consecutive months. The Advisor retains the right in its 
sole discretion to modify or eliminate the waiver of a portion of its fees 
and the assumption of expenses of the Portfolio in the future.  If the 
Advisor modifies or eliminates the fee waiver or assumption of expenses, such 
change will be set forth in the prospectus.
    

   
     The Portfolio and the Series each bears all of its own costs and 
expenses, including:  services of its independent accountants, legal counsel, 
brokerage commissions and transfer taxes in connection with the acquisition 
and disposition of portfolio securities, taxes, insurance premiums, costs 
incidental to meetings of its shareholders and directors or trustees, the 
cost of filing its registration statements under federal securities laws and 
the cost of any filings required under state securities laws, reports to 
shareholders, and transfer and dividend disbursing agency, administrative 
services and custodian fees.  Expenses allocable to the Portfolio or the 
Series are so allocated and expenses which are not allocable to the Portfolio 
and the Series are borne by the Portfolio and the Series on the basis of 
their 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 $26 billion.  David G. Booth and 
Rex A. Sinquefield (directors and officers of both the Fund and the Advisor, 
trustees and officers of the Trust, and shareholders of the Advisor) may be 
deemed controlling persons of the Advisor.
    

     The Board of Directors is responsible for establishing Portfolio 
policies and for overseeing the management of the Portfolio.  Each of the 
Directors and officers of the Fund is also a Trustee and officer of the 
Trust. The Directors of the Fund, including all of the disinterested 
Directors, have adopted written procedures to monitor potential conflicts of 
interest that might develop between the Portfolio and the Series.  The 
Portfolio's statement of additional information furnishes information about 
the Directors and officers of the Fund. (See "DIRECTORS AND OFFICERS" in the 
statement of additional information.)

ADMINISTRATIVE SERVICES

   
     The Fund has entered into an administration agreement with the Advisor 
on behalf of the Portfolio.  Pursuant to the administration agreement, the 
Advisor will perform various services, including:  supervision of the 
services provided by the Portfolio's custodian and dividend disbursing agent 
and others who provide services to the Fund for the benefit of the Portfolio; 
assisting the Fund to comply with the provisions of federal, state, local and 
foreign securities, tax and other laws applicable to the Portfolio; providing 
shareholders of record with information about the Portfolio and their 
investments as they or the Fund may request; assisting the Fund to conduct 
meetings of shareholders of record; furnishing information as the Board of 
Directors may require regarding the Series; and any other administrative 
services for the benefit of the Portfolio as the Board of Directors may 
reasonably request.  The Advisor also provides the Fund with office space and 
personnel.  For its administrative services, the Portfolio pays the Advisor a 
monthly fee equal to one-twelfth of .10% of the average net assets of the 
Portfolio.  The Advisor has agreed to waive its fee under the administration 
agreement with respect to the Portfolio to the extent necessary to keep the 
cumulative annual expenses of the Portfolio to not more than .75% of the 
average net assets on an annualized basis.
    

   
     The Fund intends to enter into shareholder service agreements with 
certain Shareholder Service Agents on behalf of the Portfolio.  The 
Shareholder Service Agents ordinarily will include (i) with respect to 
participants in a 401(k) plan that invests in the Portfolio, the person 
designated to service the employer's plan and (ii) institutions whose 
clients, customers or members invest in the Portfolio.  These services to be 
provided under the shareholder service agreements may include any of the 
following:  individual recordkeeping for 401(k) plan participants and 
clients, customers or members of institutions (collectively referred to 
herein as "Participants"); sending statements to Participants reflecting 
account activities such as purchases, redemptions and dividend payments; 
responding to  Participant inquiries regarding their accounts; tax reporting 
with respect to dividends, distributions and redemptions; receiving, 
aggregating and processing Participant orders; and providing the Portfolio 
with information necessary for the Fund to comply with the state securities 
laws.  The fee paid by the Portfolio to the Shareholder Services Agent of 
each employer plan or institution is an annual rate of .25% of the
    

                                       9

<PAGE>

   
aggregate daily value of all shares held in an account maintained by such 
Shareholder Services Agent, paid on a monthly basis.
    

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment 
company under the Internal Revenue Code of 1986, as amended (the "Code"), so 
that it will not be liable for federal income taxes to the extent that its 
net investment income and net realized capital gains are distributed. Net 
investment income, which is accrued daily, will be distributed monthly 
(except for January) by the Portfolio.  Any net realized capital gains of the 
Portfolio will be distributed annually after the close of the fiscal year.  

   
     The Series also intends to qualify each year as a regulated investment 
company under the Code.  Special tax rules may apply in determining the 
income and gains that the Series earns on its investments.  Also, foreign 
governments may impose taxes on the income and gains from the Series' 
investments in foreign securities.  These rules may, in turn, affect the 
amount of distributions that the Portfolio pays to its shareholders.
    

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

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

     Since virtually all the net investment income from the Portfolio is 
expected to arise from earned interest, it is not expected that any of the 
Portfolio's distributions will be eligible for the dividends received 
deduction for corporations.

     Whether paid in cash or additional shares and regardless of the length 
of time the Portfolio's shares have been owned by shareholders who are 
subject to federal income taxes, distributions from long-term capital gains 
are taxable as such.  Dividends from net investment income or net short-term 
capital gains will be taxable as ordinary income.  Shareholders are notified 
annually by the Fund as to the federal tax status of dividends and 
distributions paid by the Portfolio.

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

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

   
     In addition to federal taxes, shareholders may be subject to state or 
local taxes on distributions received from the Portfolio and gains arising on 
redemption or exchange of Portfolio shares.  It is anticipated that no 
portion of the Portfolio's distributions will qualify for exemption from 
state personal income taxes as dividends paid from interest earned on direct 
obligations of the U.S. Government.   
    

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

                                      10

<PAGE>

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

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

                                  PURCHASE OF SHARES

     Shares of the Portfolio are sold only (i) to fund deferred compensation 
plans which are exempt from taxation under section 401(k) of the Code and 
(ii) to clients, customers or members of certain institutions. Provided that 
shares of the Portfolio are available under an employer's plan or through an 
institution, shares may be purchased by following the procedures adopted by 
the respective employer or institution and approved by the Fund's management 
for making investments.  Shares are available through the Shareholder 
Services Agent designated under the employer's plan or by the institution. 
Investors who want to consider investing in the Portfolio should contact 
their employer or institution for details.  Institutions which purchase 
shares of the Portfolio for the accounts of their customers may impose 
separate charges on those customers for account services.  The Fund does not 
impose a minimum purchase requirement, but investors who wish to purchase 
shares of the Portfolio should determine whether their employer's plan or 
institution imposes a minimum transaction requirement.

                                 VALUATION OF SHARES

     The net asset value per share of the Series is calculated as of the 
close of the NYSE by dividing the total market value of its investments and 
other assets, less any liabilities, by the total outstanding shares of the 
stock of the Series.  The value of the shares of the Series will tend to 
fluctuate with interest rates because, unlike money market funds, the Series 
does not seek to stabilize the value of its shares by use of the "amortized 
cost" method of asset valuation.  Net asset value includes interest on fixed 
income securities which is accrued daily.  Securities held by the Series 
which are listed on a securities exchange and for which market quotations are 
available are valued at the last quoted sale price of the day.  Unlisted 
securities for which market quotations are readily available are valued at 
the mean between the most recent quoted bid and asked prices.  Securities 
which are traded OTC and on a stock exchange will be valued according to the 
broadest and most representative market; it is expected that for bonds and 
other fixed-income securities this ordinarily will be the OTC market.  
Securities held by the Series may be valued on the basis of prices provided 
by a pricing service when such prices are believed to reflect the current 
market value of such securities. The value of other assets and securities for 
which no quotations are readily available (including restricted securities) 
are determined in good faith at fair value in accordance with procedures 
adopted by the Board of Trustees of the Trust.  The net asset value of the 
Portfolio is calculated as of the close of the NYSE by dividing the total 
market value of its investments and other assets, less any liabilities, by 
the total outstanding shares of the stock of the Portfolio.  The value of the 
Portfolio's shares will fluctuate in relation to the investment experience of 
the Series. 

     Provided that the Shareholder Services Agent has received the investor's 
investment instructions in good order and the Custodian has received the 
investor's payment, shares of the Portfolio will be priced at the net asset 
value calculated next after receipt of the order by PFPC Inc., the transfer 
agent of the Fund.  If an order to purchase shares must be canceled due to 
non-payment, the purchaser will be responsible for any loss incurred by the 
Fund arising out of such cancellation.  The Fund reserves the right to redeem 
shares owned by any purchaser whose order is canceled to recover any 
resulting loss to the Fund and may prohibit or restrict in the manner in 
which such purchaser may place further orders.

                                     DISTRIBUTION

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

                                       11

<PAGE>

                                  EXCHANGE OF SHARES

   
     Provided such transactions are permitted under an employer's 401(k) 
plan, investors may exchange shares of the Portfolio for shares in a 
portfolio of DFA Investment Dimensions Group Inc., an open-end, management 
investment company by completing the necessary documentation as required by 
the services agent designated under the employer's plan and the Advisor.  
Please contact the service agent of your plan for further information.
    

   
     The minimum amount for an exchange is $100,000.  The exchange privilege 
is not intended to afford shareholders a way to speculate on short-term 
movements in the markets.  Accordingly, in order to prevent excessive use of 
the exchange privilege that may potentially disrupt the management of any 
Portfolio or otherwise adversely affect the Fund, the exchange privilege may 
be terminated, and any proposed exchange will be subject to the approval of 
the Advisor.  Such approval will depend on:  (i) the size of the proposed 
exchange; (ii) the prior number of exchanges by that shareholder; (iii) the 
nature of the underlying securities and the cash position of the Portfolio 
involved in the proposed exchange; (iv) the transaction costs involved in 
processing the exchange; and (v) the total number of redemptions by exchange 
already made out of the Portfolio.
    

   
     The redemption and purchase prices of shares redeemed and purchased by 
exchange, respectively, are the net asset values next determined after the 
services agent has received appropriate instructions in the form required by 
such services agent and provided that such service agent has provided proper 
documentation to the Advisor.  Exchanges may be subject to a reimbursement 
fee.
    

   
     There is no fee imposed on an exchange.  However, the Fund reserves the 
right to impose an administrative fee in order to cover the costs incurred in 
processing an exchange.  Any such fee will be disclosed in the prospectus.  
An exchange is treated as a redemption and a purchase.  Therefore, an 
investor could realize a taxable gain or loss on the transaction.  No gain or 
loss will be recognized by investors through a 401(k) plan.  The Fund 
reserves the right to revise or terminate the exchange privilege, limit the 
amount of or reject any exchange, or waive the minimum amount requirement as 
deemed necessary, at any time. 
    

                                 REDEMPTION OF SHARES

     Investors who desire to redeem shares of the Portfolio must furnish a 
redemption request to the respective Shareholder Services Agent in the form 
required by such Shareholder Services Agent.  The Portfolio will redeem 
shares at the net asset value of such shares next determined after receipt of 
a request for redemption in good order. 

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

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

                                       12

<PAGE>

   
     When in the best interests of the Portfolio, the Portfolio may make a 
redemption payment, in whole or in part, by a distribution of portfolio 
securities that the Portfolio receives from the Series in lieu of cash in 
accordance with Rule 18f-1 under the 1940 Act.  Investors may incur brokerage 
charges and other transaction costs selling securities that were received in 
payment of redemptions.
    

                                 GENERAL INFORMATION

   
     The Portfolio and the Series may disseminate reports of their investment 
performance from time to time.  Investment performance is calculated on a 
total return basis; that is by including all net investment income and any 
realized and unrealized net capital gains or losses during the period for 
which investment performance is reported.  If dividends or capital gains 
distributions have been paid during the relevant period the calculation of 
investment performance will include such dividends and capital gains 
distributions as though reinvested in shares of the Portfolio.  Standard 
quotations of total return are computed in accordance with SEC Guidelines and 
are presented whenever any non-standard quotations are disseminated to 
provide comparability to other investment companies.  Non-standardized total 
return quotations may differ from the SEC Guidelines computations by covering 
different time periods.  In all cases, disclosures are made when performance 
quotations differ from the SEC Guidelines.  Performance data is based on 
historical earnings and is not intended to indicate future performance.  
Rates of return expressed on an annual basis will usually not equal the sum 
of returns expressed for consecutive interim periods due to the compounding 
of the interim yields. The Fund's annual report to shareholders of the 
Portfolio for the fiscal year ended November 30, 1997, contains additional 
performance information.  A copy of the annual report is available upon 
request and without charge.
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The 
shares of the Portfolio, when issued and paid for in accordance with the 
Portfolio's prospectus, will be fully paid and non-assessable shares, with 
equal, non-cumulative voting rights and no preferences as to conversion, 
exchange, dividends, redemption or any other feature.  With respect to 
matters which require shareholder approval, shareholders are entitled to vote 
only with respect to matters which affect the interest of the class of shares 
(Portfolio) which they hold, except as otherwise required by applicable law. 
If liquidation of the Fund should occur, shareholders would be entitled to 
receive on a per class basis the assets of the particular Portfolio whose 
shares they own, as well as a proportionate share of Fund assets not 
attributable to any particular Portfolio.  Ordinarily, the Fund does not 
intend to hold annual meetings of shareholders, except as required by the 
Investment Company Act of 1940 (the "1940 Act") or other applicable law.  The 
Fund's by-laws provide that special meetings of shareholders shall be called 
at the written request of at least 10% of the votes entitled to be cast at 
such meeting.  Such meeting may be called to consider any matter, including 
the removal of one or more directors. Shareholders will receive shareholder 
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.

     The DFA Investment Trust Company was organized as a Delaware business 
trust on October 27, 1992.  The Trust offers shares of its Series only to 
institutional investors in private offerings.  The Fund may withdraw the 
investment of the Portfolio in the Series at any time, if the Board of 
Directors of the Fund determines that it is in the best interests of the 
Portfolio to do so.  Upon any such withdrawal, the Board of Directors of the 
Fund would consider what action might be taken, including the investment of 
all of the assets of the Portfolio in another pooled investment entity having 
the same investment objective as the Portfolio or the hiring of an investment 
advisor to manage the Portfolio's assets in accordance with the investment 
policies described above.

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

   
     As of January 30, 1998, the following person owned more than 25% of the 
voting securities of the Portfolio:
    

                                       13

<PAGE>

   

<TABLE>
          <S>                                                            <C>
          Home Depot Future Builder and Stock                            65.48%
          Ownership Plan
          Wachovia Bank of North Carolina as Trustee*
          301 N. Main Street
          Winston Salem, NC  27150

          *Owner of record only.
</TABLE>
    

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

                                       14

<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103



<PAGE>

                        DFA ONE-YEAR FIXED INCOME PORTFOLIO II


                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION

   
                                    MARCH 3, 1998
    

   
     This statement of additional information is not a prospectus but should 
be read in conjunction with the prospectus of DFA One-Year Fixed Income 
Portfolio II (the "Portfolio") of Dimensional Investment Group Inc. (the 
"Fund"), dated March 3, 1998, as amended from time to time, which can be 
obtained by writing or calling the Shareholder Services Agent for your 
employer's plan.
    

   
                                  TABLE OF CONTENTS

                                                                           PAGE

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

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

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

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . .   6

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

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

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

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

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

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
    

<PAGE>

                                BROKERAGE TRANSACTIONS

     The DFA One-Year Fixed Income Series (the "Series") of The DFA 
Investment Trust Company (the "Trust") acquires and sells securities on a net 
basis with dealers which are major market makers in such securities.  The 
Investment Committee of the Advisor selects dealers on the basis of their 
size, market making and credit analysis ability.  When executing portfolio 
transactions, the Advisor seeks to obtain the most favorable price and 
execution for the securities being traded among the dealers with whom the 
Series effects transactions.

   
     Transactions also may be placed with brokers who provide the Advisor 
with investment research, such as reports concerning individual issuers, 
industries and general economic and financial trends and other research 
services.  Research services furnished by brokers through whom securities 
transactions are effected may be used by the Advisor in servicing all of its 
accounts and not all such services may be used by the Advisor with respect to 
the Series.
    

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

                                INVESTMENT LIMITATIONS

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

     The Portfolio will not:  

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

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

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

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

          (5) borrow, except from banks and as a temporary measure for 
extraordinary or emergency purposes and then, in no event, in excess of 5% of 
its net assets; 

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

                                       2
<PAGE>

          (7) invest more than 10% of the value of the Portfolio's total 
assets in illiquid securities, which include certain restricted securities, 
repurchase agreements with maturities of greater than seven days, and other 
illiquid investments; 

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

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

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

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

          (12) acquire any securities of companies within one industry if, as 
a result of such acquisition, more than 25% of the value of the Portfolio's 
total assets would be invested in securities of companies within such 
industry; except the Portfolio shall invest more than 25% of its total assets 
in obligations of banks and bank holding companies in the circumstances 
described in the prospectus under "Investments in the Banking Industry" and 
as otherwise described under "Portfolio Strategy;" 

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

          (14) purchase warrants; 

          (15) purchase securities on margin or sell short;  

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

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

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

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

     For purposes of (7) above, the Portfolio (indirectly through the Series) 
may invest in commercial paper that is exempt from the registration 
requirements of the Securities Act of 1933 (the "1933 Act") subject to the 
requirements regarding credit ratings stated in the prospectus under 
"Description of Investments."  Further, pursuant to Rule 144A under the 1933 
Act, the Series may purchase certain unregistered (i.e. restricted) 
securities upon a determination that a liquid institutional market exists for 
the securities.  If it is decided that a liquid market does exist, the 
securities will not be subject to the 10% limitation on holdings of illiquid 
securities stated in (7) above.  While maintaining oversight, the Board of 
Trustees of the Trust has delegated the day-to-day function of making 
liquidity determinations to the Advisor.  For 144A securities to be 
considered liquid, there must be at least two dealers making a market in such 
securities.  After purchase, the Board of Trustees and the Advisor will 
continue to monitor the liquidity of Rule 144A securities.

                                       3

<PAGE>

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

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

                                DIRECTORS AND OFFICERS

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

DIRECTORS

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

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

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

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

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

                                       4

<PAGE>

   
     Myron S. Scholes, 7/1/42, Director, Greenwich, CT.  Limited Partner, 
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor 
Emeritus of Finance, Graduate School of Business and Professor of Law, Law 
School, Senior Research Fellow, Hoover Institution, (all) Stanford 
University. Trustee, The DFA Investment Trust Company.  Director, DFA 
Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Inc., 
Benham Capital Management Group of Investment Companies and Smith Breeden 
Group of Investment Companies.  
    

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

*Interested Director of the Fund.

OFFICERS

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

   
     Maureen Connors, 11/17/36, Vice President and Assistant Secretary, Santa 
Monica, CA.
    

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

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

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

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

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

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

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

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

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

                                       5

<PAGE>

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

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

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

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

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

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

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

   
     Set forth below is a table listing, for each director entitled to 
receive compensation, the compensation received from the Fund during the 
fiscal year ended November 30, 1997, and the total compensation received from 
all four registered investment companies for which the Advisor serves as 
investment advisor during that same fiscal year.
    

   
<TABLE>
<CAPTION>

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

   
    

                               ADMINISTRATIVE SERVICES

     PFPC, Inc. ("PFPC") serves as the accounting services, dividend 
disbursing and transfer agent for the Portfolio and the Series.  The services 
provided by PFPC are subject to supervision by the executive officers and the 
Board of Directors of the Fund and include day-to-day keeping and maintenance 
of certain records, calculation of the net asset value of the shares, 
preparation of reports, liaison with the Portfolio's and the Series' 
custodian, and transfer and dividend disbursing agency services.  For its 
services, the Portfolio pays PFPC a monthly fee of $1,000.  

                                       6

<PAGE>

                                  OTHER INFORMATION

   
     For the services it provides as investment advisor to the Series, the 
Advisor is paid a monthly fee calculated as a percentage of average net 
assets of the Series.  For the fiscal years ended November 30, 1995, 1996 and 
1997, the Series paid advisory fees of $310,000, $386,000 and $392,000, 
respectively.  The Series has more than one investor; this dollar amount 
represents the total dollar amount of advisory fees paid by the Series to the 
Advisor.
    

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until 
the Fund amended its Articles of Incorporation in April, 1993, to change to 
its present name.  Prior to a February, 1992, amendment to the Fund's 
Articles of Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio 
Inc.  

     PNC Bank, N.A. serves as a custodian for the Portfolio and the Series.  
The custodian maintains a separate account or accounts for the Portfolio and 
the Series; receives, holds and releases portfolio securities on account of 
the Portfolio and the Series; makes receipts and disbursements of money on 
behalf of the Portfolio and the Series; and collects and receives income and 
other payments and distributions on account of the Portfolio's and Series' 
portfolio securities.

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the 
Fund's financial statements.

                                  PURCHASE OF SHARES

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

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

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

                                 REDEMPTION OF SHARES

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

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

                                       7

<PAGE>

   
    

                           PRINCIPAL HOLDERS OF SECURITIES

   
     As of January 30, 1998, the following persons beneficially owned 5% or 
more of the outstanding stock of the Portfolio, as set forth below: 
    

   
<TABLE>
          <S>                                                            <C>
          Home Depot Future Builder and Stock Ownership Plan             65.48%
          Wachovia Bank of North Carolina as Trustee*
          301 N. Main Street
          Winston Salem, NC  27150

          Starbucks Coffee                                               13.52%
          Wachovia Bank of North Carolina as Custodian*
          301 N. Main Street
          Winston Salem, NC  27150

          Sisters of Charity                                             13.22%
          Northern Trust as Trustee*
          Attn: Mutual Funds
          P.O. Box 92956
          Chicago, IL 60675

          Hewitt IRA Portfolio                                            7.78%
          Wachovia Bank of North Carolina as Custodian*
          Attn: Mutual Funds
          301 N. Main Street
          Winston Salem, NC 27150
</TABLE>
    
          ____________________
          *Owner of record only.


                           CALCULATION OF PERFORMANCE DATA

   
     Following are quotations of the annualized percentage total return for 
the Portfolio for the one-, five-, and ten-year periods ended November 30, 
1997 (as applicable), using the standardized method of calculation required 
by the Commission.  
    

   
<TABLE>
<CAPTION>
                 ONE YEAR          FIVE YEARS          TEN YEARS
                 --------          ----------          ---------
                  <S>              <C>                 <C>
                  5.13%            =55 months          n/a
</TABLE>
    

                                       8

<PAGE>

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

P(1 + T)(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 
required by the Commission, the Portfolio and Series may disseminate other 
performance data and may advertise total return performance calculated on a 
monthly basis.  
    

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

                                 FINANCIAL STATEMENTS

     The audited financial statements and financial highlights of the 
Portfolio for the Fund's fiscal year ended November 30, 1997, as set forth in 
the Fund's annual report to shareholders of the Portfolio,

                                       9

<PAGE>

and the report thereon of Coopers & Lybrand L.L.P., independent accountants, 
also appearing therein, are incorporated herein by reference.

   
     The audited financial statements of the Series for the Trust's fiscal 
year ended November 30, 1997, as set forth in the Trust's annual report to 
shareholders and the report thereon of Coopers & Lybrand L.L.P., independent 
accountants, also appearing therein, are incorporated herein by reference.
    

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

                                       10
<PAGE>

                                     PROSPECTUS
                                          
   
                                   MARCH 3, 1998
    
                                          
                      THE  DFA INTERNATIONAL  VALUE  PORTFOLIO
                                          
                                 ------------------
                                          
   
     This prospectus describes THE DFA INTERNATIONAL VALUE PORTFOLIO (the
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc.
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401,
(310) 395-8005.  The Portfolio is an open-end, management investment company
whose shares are offered, without a sales charge, to institutional investors,
retirement plans and clients of registered investment advisers.  The Fund issues
thirteen series of shares, each of which represents a separate class of the
Fund's common stock, having its own investment objective and policies.  The Fund
has not established an initial minimum purchase requirement for the Portfolio.
    

     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM CAPITAL
APPRECIATION.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE
ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES
OF THE DFA INTERNATIONAL VALUE SERIES (THE "SERIES") OF THE DFA INVESTMENT TRUST
COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, MANAGEMENT INVESTMENT COMPANY
THAT HAS THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS THE
PORTFOLIO.  THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL CORRESPOND DIRECTLY
WITH THE INVESTMENT EXPERIENCE OF THE SERIES.  INVESTORS SHOULD CAREFULLY
CONSIDER THIS INVESTMENT APPROACH.  FOR ADDITIONAL INFORMATION, SEE "THE
PORTFOLIO."

   
     This prospectus sets forth information about the Portfolio that prospective
investors should know before investing and should be read carefully and retained
for future reference.  A statement of additional information about the
Portfolio, dated March 3, 1998, as may be amended from time to time, which is
incorporated herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge, by writing or
calling the Fund at the above address or telephone number.
    

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


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

                                  TABLE OF CONTENTS

   
                                                                            PAGE
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .   6
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .   7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Foreign Currencies and Related Transactions . . . . . . . . . . . . . .   8
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Futures Contracts and Options on Futures. . . . . . . . . . . . . . . .   9

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . .   9
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . . .  10

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

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

VALUATION  OF  SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

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

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    

<PAGE>
                                      HIGHLIGHTS

   
                                                                            PAGE
INVESTMENT OBJECTIVE                                                           5

     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio will invest all of its assets in the Series, which
in turn will invest in the stocks of large non-U.S. companies that are value
stocks, primarily because they have a high book value in relation to their
market value.  The investment objective of the Portfolio is a fundamental policy
and may not be changed without the affirmative vote of a majority of its
outstanding securities.  (See "INVESTMENT OBJECTIVE AND POLICIES.")
    

   
                                                                            PAGE
RISK FACTORS                                                                   7

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

   
                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         8

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

   
                                                                            PAGE
DIVIDEND POLICY                                                                9

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

                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  11

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

                                       1

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*

   
     The expenses in the expense table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1997.  
    

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

   
<TABLE>
          <S>                                 <C>
          Management Fee                      0.20%
          Administration Fee                  0.20%
          Other Expenses                      0.16%
          Total Operating Expenses            0.56%
</TABLE>
    

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

     **The "Management Fee" is payable by the Series and the "Administration
     Fee" is payable by the Portfolio.  The amount set forth in "Other Expenses"
     represents the aggregate amount that is payable by both the Series and the
     Portfolio.

   
    

EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in the  Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:

   
<TABLE>
<CAPTION>

       1 YEAR              3 YEARS             5 YEARS            10 YEARS
       ------              -------             -------            --------
       <S>                 <C>                 <C>                <C>
         $6                  $18                 $31                 $70
</TABLE>
    

   
     The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolio
will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.
    
 
   
    The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO.")  The
Board of Directors of the Fund has considered whether such expenses will be more
or less than they would be if the Portfolio were to invest directly in the
securities held by the Series.  The aggregate amount of expenses for the
Portfolio and the Series may be greater than it would be if the Portfolio were
to invest directly in the securities held by the Series.  However, the total
expense ratio for the Portfolio and the Series is expected to be less over time
than such ratio would be if the Portfolio were to invest directly in the
underlying securities.  This is because this arrangement enables institutional
investors, including the Portfolio, to pool their assets, which may be expected
to result in economies by spreading certain fixed costs over a larger asset
base.  Each shareholder in the Series, including the Portfolio, will pay its
proportionate share of the expenses of the Series.
    

                                        2
<PAGE>

   
    

                           CONDENSED FINANCIAL INFORMATION

   
     The following financial highlights are part of the financial statements of
the Portfolio.  The information for each of the past fiscal years has been
audited by independent accountants.  The financial statements, related notes and
the report of the independent accountants covering such financial information
and financial highlights for the Fund's most recent fiscal year ended November
30, 1997, are incorporated by reference into the Portfolio's statement of
additional information from the Fund's annual report to shareholders for the
year ended November 30. 1997.  Further information about the Portfolio's
performance is contained in the Fund's annual report to shareholders of the
Portfolio for the year ended November 30, 1997.  A copy of the annual report may
be obtained from the Fund upon request at no charge.
    

                                       3
<PAGE>

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>
                                                   YEAR         YEAR         YEAR       FEB. 16
                                                   ENDED        ENDED        ENDED         TO 
                                                  NOV. 30,     NOV. 30,     NOV. 30,     NOV. 30,
                                                    1997         1996         1995         1994  
                                                  --------     --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period. . . . .     $  11.90     $  10.55     $  10.06     $  10.00
                                                  --------     --------     --------     --------

Income from Investment Operations
   Net Investment Income. . . . . . . . . . .         0.19         0.21         0.19         0.13
                                                  --------     --------     --------     --------
   Net Gains (Losses) on Securities  
     (Realized and Unrealized). . . . . . . .        (0.65)        1.31         0.51         0.06
                                                  --------     --------     --------     --------
     Total from Investment Operations . . . .        (0.46)        1.52         0.70         0.19

Less Distributions
   Net Investment Income. . . . . . . . . . .        (0.21)       (0.17)       (0.19)       (0.13)
   Net Realized Gains . . . . . . . . . . . .        (0.29)          --        (0.02)          --
                                                  --------     --------     --------     --------
     Total Distributions. . . . . . . . . . .        (0.50)       (0.17)       (0.21)       (0.13)
                                                  --------     --------     --------     --------
Net Asset Value, End of Period  . . . . . . .     $  10.94     $  11.90     $  10.55    $   10.06
                                                  --------     --------     --------     --------
Total Return  . . . . . . . . . . . . . . . .        (4.04)%      14.54%        6.95%        1.85%#
Net Assets, End of Period (thousands) . . . .     $370,117     $316,708     $245,243     $227,795
Ratio of Expenses to Average Net
 Assets (1). . . . . . . . . . . . . . . . . .        0.56%        0.56%(a)     0.65%(a)     0.65%*(a)
Ratio of Net Investment Income to
 Average Net Assets  . . . . . . . . . . . . .        1.72%        2.22%(a)     1.79%(a)     1.80%*(a)
Portfolio Turnover Rate. . . . . . . . . . . .         N/A          N/A          N/A          N/A
Average Commission Rate. . . . . . . . . . . .         N/A          N/A          N/A          N/A
Portfolio Turnover Rate of Master
 Fund Series . . . . . . . . . . . . . . . . .       22.55%       12.23%        9.75%        1.90%*
Average Commission Rate of Master
Fund Series (2). . . . . . . . . . . . . . . .    $ 0.0068     $ 0.0112          N/A          N/A
</TABLE>
    

- ------------------
   
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and reimbursements not been in effect, the ratios of
     expenses to average net assets for the periods ended November 30, 1996,
     1995 and 1994 would have been 0.57%, 0.72% and 0.72%, respectively and the
     ratios of net investment income to average net assets for the periods ended
     November 30, 1996, 1995 and 1994 would have been 2.21%, 1.71% and 1.75,
     respectively.
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
    

                                       4

<PAGE>

                                    THE PORTFOLIO

   
    The Portfolio, unlike many other investment companies which directly 
acquire and manage their own portfolio of securities, seeks to achieve its 
investment objective by investing all of its investable assets in the Series, 
an open-end, management investment company registered under the Investment 
Company Act of 1940 (the "1940 Act") having the same investment objective as 
the Portfolio.  The investment objective of the Portfolio may not be changed 
without the affirmative vote of a majority of its outstanding securities and 
the investment objective of the Series may not be changed without the 
affirmative vote of a majority of its outstanding securities.  Shareholders 
of the Portfolio will receive written notice thirty days prior to any change 
in the investment objective of the Series.
    

   
     This prospectus describes the investment objective, policies and
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE PORTFOLIO"
for a description of the management and other expenses associated with the
Portfolio's investment in the Series.  Other institutional investors, including
other mutual funds, may invest in the Series, and the expenses of such other
investors and, correspondingly, their returns may differ from those of the
Portfolio.  Please contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401, (310) 395-8005 for information about the availability of
investing in the Series other than through the Portfolio.  
    

     The shares of the Series will be offered to institutional investors for 
the purpose of increasing the funds available for investment, to reduce 
expenses as a percentage of total assets and to achieve other economies that 
might be available at higher asset levels.  For example, the Series might be 
able to place larger block trades at more advantageous prices and to 
participate in securities transactions of larger denominations, thereby 
reducing the relative amount of certain transaction costs in relation to the 
total size of the transaction.  Investment in the Series by other 
institutional investors offers potential benefits to the Series and, through 
its investment in the Series, also to the Portfolio.  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 Series.  Also, if an institutional 
investor were to redeem its interest in the Series, the remaining investors 
in the Series could experience higher pro rata operating expenses, thereby 
producing lower returns, and the Series' security holdings may become less 
diverse, resulting in increased risk. Institutional investors that have a 
greater pro rata ownership interest in the Series than the Portfolio could 
have effective voting control over the operation of the Series.

     Further, if the Series changes its investment objective in a manner which
is inconsistent with the investment objective of the Portfolio and the
shareholders of the Portfolio fail to approve a similar change in the investment
objective of the Portfolio, the Portfolio would be forced to withdraw its
investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost.  A withdrawal by the Portfolio of its investment in
the Series could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) to the Portfolio.  Should such a distribution
occur, the Portfolio could incur brokerage fees or other transaction costs in
converting such securities to cash in order to pay redemptions.  In addition, a
distribution in kind to the Portfolio could result in a less diversified
portfolio of investments and could affect adversely the liquidity of the
Portfolio.  Moreover, a distribution in kind by the Series may constitute a
taxable exchange for federal income tax  purposes resulting in gain or loss to
the Portfolio.  Any net capital gains so realized will be distributed to the
Portfolio's shareholders as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS
AND TAXES" below.

     Finally,  the Portfolio's investment in the shares of a registered
investment company such as the Series is relatively new and results in certain
operational and other complexities.  However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such investment are not inherently different from
the risks of direct investment in securities of the type in which the Series
invests.

                                       5

<PAGE>


                          INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

   
     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio pursues its objective by investing all 
of its assets in the Series, which has the same investment objective and 
policies as the Portfolio.  The Series operates as a diversified investment 
company and seeks to achieve its objective by investing in the stocks of 
large non-U.S. companies which the Advisor believes to be value stocks at the 
time of purchase. Securities are considered value stocks primarily because a 
company's shares have a high book value in relation to their market value (a 
"book to market ratio"). Generally, the shares of a company in any given 
country will be considered to have a high book to market ratio if the ratio 
equals or exceeds the ratios of any of the 30% of companies in that country 
with the highest positive book to market ratios whose shares are listed on a 
major exchange, and, as described below, will be considered eligible for 
investment.  In measuring value, the Advisor may consider additional factors 
such as cash flow, economic conditions and developments in the issuer's 
industry.  The Series intends to invest in the stocks of large companies in 
countries with developed markets.  As of the date of this prospectus, the 
Series may invest in the stocks of large companies in Australia, Belgium, 
Denmark, France, Germany, Hong Kong, Italy, Japan, Malaysia, the Netherlands, 
New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United 
Kingdom.  As the Series' asset growth permits, it may invest in the stocks of 
large companies in other developed markets, including Austria, Finland and 
Ireland.  (See "RISK FACTORS.")  
    

PORTFOLIO STRUCTURE

     Under normal market conditions, at least 65% of the Series' assets will be
invested in companies organized or having a majority of their assets in or
deriving a majority of their operating income in at least three non-U.S.
countries and no more than 40% of the Series' assets will be invested in such
companies in any one country.  The Series reserves the right to invest in
futures contracts and options on futures contracts to commit funds awaiting
investment or to maintain liquidity.  To the extent that the Series invests in
futures contracts for other than bona fide hedging purposes, the Series will not
purchase futures contracts if as a result more than 5% of its total assets would
then consist of initial margin deposits on such contracts.  Such investments
entail certain risks.  (See "RISK FACTORS.")  The Series also may invest up to
5% of its assets in convertible debentures issued by large non-U.S. companies.

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

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

                                       6

<PAGE>

equity securities pursuant to the Series investment objective.  A further 
deviation from market capitalization weighting may occur if the Series 
invests a portion of its assets in convertible debentures.

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

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

     It is management's belief that the value stocks of large companies offer,
over a long term, a prudent opportunity for capital appreciation, but, at the
same time, selecting a limited number of such issues for inclusion in the Series
involves greater risk than including a large number of them.  The Advisor does
not anticipate that a significant number of securities which meet the market
capitalization criteria will be selectively excluded from the Series.

     The Series does not seek current income as an investment objective and
investments will not be based upon an issuer's dividend payment policy or
record.  However, many of the companies whose securities will be included in the
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.

PORTFOLIO TRANSACTIONS

   
     Securities which have depreciated in value since their acquisition will not
be sold by the Series solely because prospects for the issuer are not considered
attractive or due to an expected or realized decline in securities prices in
general.  Securities may be disposed of, however, at any time when, in the
Advisor's judgment, circumstances warrant their sale, such as tender offers,
mergers and similar transactions, or bids made for block purchases at opportune
prices.  Generally, securities will not be sold to realize short-term profits,
but, when circumstances warrant, they may be sold without regard to the length
of time held.  Generally, securities will be purchased with the expectation that
they will be held for longer than one year and will be held until such time as
they are no longer considered an appropriate holding in light of the policy of
maintaining a portfolio of companies with large market capitalizations and high
book to market ratios.  The annual portfolio turnover rates of the Series for
the fiscal years ended November 30, 1996 and 1997, respectively, were 12.23% and
22.55%.
    

                                   SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of earning additional
income.  While the Series may earn additional income from lending securities,
such activity is incidental to the Series' investment objective.  The value of
securities loaned may not exceed 331/3% of the value of the Series' total
assets.  In connection with such loans, the Series will receive collateral
consisting

                                       7

<PAGE>

of cash or U.S. Government securities, which will be maintained at all times 
in an amount equal to at least 100% of the current market value of the loaned 
securities.  In addition, the Series will be able to terminate the loan at 
any time and will receive reasonable interest on the loan, as well as amounts 
equal to any dividends, interest or other distributions on the loaned 
securities.  In the event of the bankruptcy of the borrower, the Series could 
experience delay in recovering the loaned securities.  Management believes 
that this risk can be controlled through careful monitoring procedures.  The 
Portfolio is also authorized to lend its portfolio securities.  However, as 
long as it holds only shares of the Series, it will not do so. 

                                     RISK FACTORS

FOREIGN SECURITIES

     The Series invests in foreign issuers.  Such investments involve risks that
are not associated with investments in U.S. public companies.  Such risks may
include legal, political and or diplomatic actions of foreign governments, such
as imposition of withholding taxes on interest and dividend income payable on
the securities held, possible seizure or nationalization of foreign deposits,
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the value of the assets held by the
Series.  Further, foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those of
U.S. public companies and there may be less publicly available information about
such companies than comparable U.S. companies.  

   
     The economies of many countries in which the Series invests are not as
diverse or resilient as the U.S. economy, and have significantly less financial
resources.  Some countries are more heavily dependent on international trade and
may be affected to a greater extent by protectionist measures of their
governments, or dependent upon a relatively limited number of commodities and,
thus, sensitive to changes in world prices for these commodities.
    

   
     In many foreign countries, stock markets are more variable than U.S.
markets for two reasons.  Contemporaneous declines in both (i) foreign
securities prices in local currencies and (ii) the value of local currencies in
relation to the U.S. dollar can have a significant negative impact on the net
asset value of the Series and the Portfolio.  The net asset value of the Series
is denominated in U.S. dollars, and, therefore, declines in market price of both
the foreign securities held by the Series and the foreign currency in which
those securities are denominated will be reflected in the net asset value of the
Series' and the Portfolio's shares.
    

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

     Investments of the Series will be denominated in foreign currencies. 
Changes in the relative values of foreign currencies and the U.S. dollar,
therefore, will affect the value of investments of the Series.  The Series may
purchase foreign currency futures contracts and options in order to hedge
against changes in the level of foreign currency exchange rates.  Such contracts
involve an agreement to purchase or sell a specific currency at a future date at
a price set in the contract and enable the Series to protect against losses
resulting from adverse changes in the relationship between the U.S. dollar and
foreign currencies occurring between the trade and settlement dates of Series
securities transactions, but they also tend to limit the potential gains that
might result from a positive change in such currency relationships.  Gains and
losses on investments in futures and options thereon depend on interest rates
and other economic forces.

BORROWING

     The Series has reserved the right to borrow amounts not exceeding 33% of
its net assets for the purposes of making redemption payments.  When
advantageous opportunities to do so exist, the Series may also purchase
securities when borrowings exceed 5% of the value of its net assets.  Such
purchases can be considered to be 

                                       8

<PAGE>

"leveraging" and, in such circumstances, the net asset value of the Series 
may increase or decrease at a greater rate than would be the case if the 
Series had not leveraged.  The interest payable on the amount borrowed would 
increase the Series' expenses and, if the appreciation and income produced by 
the investments purchased when the Series has borrowed are less than the cost 
of borrowing, the investment performance of the Series will be reduced as a 
result of leveraging.

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the Series will differ from
the process employed by many other investment advisors in that the Advisor will
rely on fundamental analysis of the investment merits of securities to a limited
extent to eliminate potential acquisitions rather than rely on this technique to
select securities.  Further, because securities generally will be held long-term
and will not be eliminated based on short-term price fluctuations, the Advisor
generally will not act upon general market movements or short-term price
fluctuations of securities to as great an extent as many other investment
advisors.

REPURCHASE AGREEMENTS

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES

   
     The Series also may invest in futures contracts and options on futures.  To
the extent that the Series invests in futures contracts and options thereon for
other than bona fide hedging purposes, the Series will not enter into such
transactions if, immediately thereafter, the sum of the amount of initial margin
deposits and options would exceed 5% of the Series' total assets, after taking
into account unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.  These investments entail the risk that an imperfect
correlation may exist between changes in the market value of the stocks owned by
the Series and the prices of such futures contracts and options, and, at times,
the market for such contracts and options might lack liquidity, thereby
inhibiting the Series' ability to close a position in such investments.  Gains
or losses on investments in options and futures depend on the direction of
securities prices, interest rates and other economic factors and the loss from
investing in futures contracts is potentially unlimited.  The Series' investment
in futures and options are subject to special tax rules that may affect the
amount, timing and character of the income earned by the Series and the
Portfolio's distributions to its shareholders.  (These special rules are
discussed in the statement of additional information.)
    

   
                             MANAGEMENT OF THE PORTFOLIO
    

     The Advisor serves as investment advisor to the Series and, as such, is
responsible for the management of its assets.  Investment decisions for the
Series are made by the Investment Committee of the Advisor, which meets on a
regular basis and also as needed to consider investment issues.  The Investment
Committee is composed of certain officers and directors of the Advisor who are
elected annually.  The Advisor provides the Series with a trading department and
selects brokers and dealers to effect securities transactions.

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

                                       9

<PAGE>

   
     For the fiscal year ended November 30, 1997, the Advisor received a fee for
its advisory services to the Series equal to 0.20% of the average net assets of
the Series and the total expenses of the Portfolio were 0.56% of its average net
assets.  
    

   
     The Portfolio and the Series each bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
fees, commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal securities and the cost of any filings
required under state securities laws, reports to shareholders, and transfer and
dividend disbursing agency, administrative services and custodian fees. 
Expenses allocable to the Portfolio or the Series are so allocated and expenses
which are not allocable to the Portfolio and the Series are borne by the
Portfolio and the Series on the basis of their 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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor, trustees
and officers of the Trust, and shareholders of the Advisor) may be deemed
controlling persons of the Advisor.
    

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

   
     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolio.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Series.  The Portfolio's statement of additional
information furnishes information about the Directors and officers of the Fund. 
(See "DIRECTORS AND OFFICERS" in the statement of additional information.)
    

ADMINISTRATIVE SERVICES

   
     The Fund has entered into an administration agreement with the Advisor, on
behalf of the Portfolio.  Pursuant to the administration agreement, the Advisor
will perform various services, including:  supervision of the services provided
by the Portfolio's custodian and transfer and dividend disbursing agent and
others who provide services to the Fund for the benefit of the Portfolio;
assisting the Fund in complying with the provisions of federal, state, local and
foreign securities, tax and other laws applicable to the Portfolio; providing
shareholders with information about the Portfolio and their investments as they
or the Fund may request; assisting the Fund in conducting meetings of
shareholders; furnishing information as the Board of Directors may require
regarding the Series; and any other administrative services for the benefit of
the Portfolio as the Board of Directors may reasonably request.  The Advisor
also provides the Fund
    
                                       10

<PAGE>

with office space.  For its administrative services, the Portfolio pays the 
Advisor a monthly fee equal to one-twelfth of .20% of the average net assets 
of the Portfolio.

   
    

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed.  The
Portfolio's policy is to distribute substantially all net investment income
quarterly and any realized net capital gains annually after November 30, the
close of the Fund's fiscal year.  

   
     The Series also intends to qualify as a regulated investment company under
the Code.  Special tax rules may apply in determining the income and gains that
the Series earns on its investments.  These rules may, in turn, affect the
amount of distributions that the Portfolio pays to its shareholders.
    

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

     The Portfolio receives income in the form of income dividends paid by the
Series.  This income, less the expenses incurred in operations, is the
Portfolio's net investment income from which income dividends are distributed as
described above.  The Portfolio also may receive capital gains distributions
from the Series and may realize capital gains upon the redemption of the shares
of the Series.  Any net realized capital gains of the Portfolio will be
distributed as described above.

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

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

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

                                       11

<PAGE>

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

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

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

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

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


                                  PURCHASE OF SHARES

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

                    Dimensional Investment Group Inc.
                    DFA International Value Portfolio
                    1299 Ocean Avenue, 11th floor
                    Santa Monica, CA  90401

     The Fund has not established an initial minimum purchase requirement for
the Portfolio.  The Fund reserves the right to reject any initial or additional
investment and to suspend the offering of shares of the Portfolio.

     Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (Federal Funds)
by wire to the Custodian, for the account of Dimensional Investment Group Inc.
(DFA International Value Portfolio).  Additional investments also may be made
through the wire procedure by first notifying the Advisor.  Investors who wish
to purchase shares by check should send their check to Dimensional Investment
Group Inc., c/o PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. 
PNC Bank, N.A. serves as custodian for the Portfolio.

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

                                       12

<PAGE>

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

IN KIND PURCHASES

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

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

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

                                VALUATION  OF  SHARES

     The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Portfolio and the Series,
respectively.  The value of the Portfolio's shares will fluctuate in relation to
the investment experience of the Series.  Securities held by the Series which
are listed on a securities exchange and for which market quotations are
available are valued at the last quoted sale price of the day or, if there is no
such reported sale, the Series values such securities at the mean between the
most recent quoted bid and asked prices.  Price information on listed securities
is taken from the exchange where the security is primarily traded.  Unlisted
securities for which market quotations are readily available are valued at the
mean between the most recent quoted bid and asked prices.  The value of other
assets and securities for which no quotations are readily available (including
restricted securities) are determined in good faith at fair value in accordance
with procedures adopted by the Board of Trustees of the Trust.

     Generally, trading in foreign securities markets is completed each day at
various times prior to the close of the NYSE.  The values of foreign securities
held by the Series are determined as of such times for the purpose of computing
the net asset value of the Series.  If events which materially affect the value
of the investments of the Series occur subsequent to the close of the securities
market on which such securities are primarily traded, the investments affected
thereby will be valued at "fair value" as described above.  The net asset value
per share of the Series is expressed in U.S. dollars by translating the net
assets of the Series using the bid price for the dollar as quoted by generally
recognized reliable sources.

                                       13

<PAGE>

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

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


                                     DISTRIBUTION

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


                                  EXCHANGE OF SHARES

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

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

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

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

                                       14

<PAGE>

   
     The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Advisor has received an Exchange Form in good order, plus any applicable
reimbursement fee on purchases by exchange.  "Good order" means a completed
Exchange Form specifying the dollar amount to be exchanged, signed by all
registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, a guarantee of the signature of each
registered owner by an "eligible guarantor institution."  Such institutions
generally include national or state banks, savings associations, savings and
loan associations, trust companies, savings banks, credit unions and members of
a recognized stock exchange.  Exchanges will be accepted only if the
registrations of the two accounts are identical, stock certificates have not
been issued and the Fund may issue the shares of the portfolio being acquired in
compliance with the securities laws of the investor's state of residence.
    

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


                                 REDEMPTION OF SHARES

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

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

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

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

                                       15

<PAGE>

redemption.  The redemption price to be paid to a stockholder for shares 
redeemed by the Fund under this right will be the aggregate net asset value 
of the shares in the account at the close of business on the redemption date. 

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

                                 GENERAL INFORMATION

   
     The Portfolio and the Series may disseminate reports of their investment
performance from time to time.  Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio.  Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated.  Non-standardized total return
quotations may differ from the SEC Guideline computations by covering different
time periods.  In all cases, disclosures are made when performance quotations
differ from the SEC Guidelines.  Performance data is based on historical
earnings and is not intended to indicate future performance.  Rates of return
expressed on an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim yields. 
The Fund's annual report to shareholders of the Portfolio for the fiscal year
ended November 30, 1997, contains additional performance information.  A copy of
the annual report is available upon request and without charge.
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The shares
of the Portfolio, when issued and paid for in accordance with the Portfolio's
prospectus, will be fully paid and non-assessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemptions or any other feature.  With respect to matters which
require shareholder approval, shareholders are entitled to vote only with
respect to matters which affect the interest of the class of shares (Portfolio)
which they hold, except as otherwise required by applicable law.  If liquidation
of the Fund should occur, shareholders would be entitled to receive on a per
class basis the assets of the particular class whose shares they own, as well as
a proportionate share of Fund assets not attributable to any particular class. 
Ordinarily, the Fund does not intend to hold annual meetings of shareholders,
except as required by the 1940 Act or other applicable law.  The Fund's bylaws
provide that special meetings of shareholders shall be called at the written
request of at least 10% of the votes entitled to be cast at such meeting.  Such
meeting may be called to consider any matter, including the removal of one or
more directors.  Shareholders will receive shareholder communications with
respect to such matters as required by the 1940 Act, including semi-annual and
annual financial statements of the Fund, the latter being audited.

   
    

     The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992.  The Trust offers shares of its Series only to
institutional investors in private offerings.  The Fund may withdraw the
investment of the Portfolio in the Series at any time, if the Board of Directors
of the Fund determines that it is in the best interests of the Portfolio to do
so.  Upon any such withdrawal, the Board of Directors of the Fund would consider
what action might be taken, including the investment of all of the assets of the
Portfolio in another pooled investment entity having the same investment
objective as the Portfolio or the hiring of an investment advisor to manage the
Portfolio's assets in accordance with the investment policies described above.

     Whenever the Portfolio, as an investor in the Series, is asked to vote on a
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 Series in accordance with the
voting instructions received from the 

                                       16

<PAGE>

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.

   
     As of January 30, 1998, the following person owned more than 25% of the
voting securities of the Portfolio:
    

   
<TABLE>
          <S>                                     <C>
          Charles Schwab & Co.-REIN*              63.96%
          101 Montgomery Street
          San Francisco, CA 94104
</TABLE>
    

          *Owner of record only

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

                                      17

<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103

<PAGE>

                        THE DFA INTERNATIONAL VALUE PORTFOLIO
                                          
                                          
                         DIMENSIONAL INVESTMENT GROUP INC.
                                          
           1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401
                             TELEPHONE:  (310) 395-8005
                                          
                        STATEMENT OF ADDITIONAL INFORMATION
                                          
   
                                   MARCH 3, 1998
    
                                          
   
     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of The DFA International Value Portfolio
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
3, 1998, as amended from time to time, which can be obtained from the Fund by
writing to the above address or by calling the above telephone number.
    

                                  TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .   2

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

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

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

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

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

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

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

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

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

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

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . .  10

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>
    


<PAGE>
                          INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the 
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies 
to the DFA International Value Series (the "Series") of The DFA Investment 
Trust Company (the "Trust").  

   
     Because the structure of the Series is based on the relative market 
capitalizations of eligible holdings, it is possible that the Series might 
include at least 5% of the outstanding voting securities of one or more 
issuers. In such circumstances, the Fund and the issuer would be deemed 
"affiliated persons" under the Investment Company Act of 1940 (the "1940 
Act") and certain requirements of the 1940 Act regulating dealings between 
affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Series and the anticipated amount of the Series' assets intended to be 
invested in such securities, management does not anticipate that the Series 
will include as much as 5% of the voting securities of any issuer. 
    

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

                                BROKERAGE TRANSACTIONS

   
     During the fiscal years ended November 30, 1995, 1996 and 1997, the Series
paid total commissions of $542,306, $1,251,242 and $1,133,787, respectively. 
The substantial increases or decreases in the amount of brokerage commissions
paid by the Series from year to year resulted from increases or decreases in the
amount of securities that were bought and sold by the Series.
    

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

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Series permits the Advisor knowingly to
pay commissions on these transactions which are greater than another broker
might charge if the Advisor, in good faith, determines that the commissions paid
are reasonable in relation to the research or brokerage

                                       2

<PAGE>

   
services provided by the broker or dealer when viewed in terms of either a 
particular transaction or the Advisor's overall responsibilities to assets 
under its management.
    

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

   
     During fiscal year 1997, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $13,922 with respect to
securities transactions valued at $4,623,558.  Research services furnished by
brokers through whom securities transactions are effected may be used by the
Advisor in servicing all of its accounts and not all such services may be used
by the Advisor with respect to the Series.  
    

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

                                INVESTMENT LIMITATIONS

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

     The Portfolio will not:

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

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

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

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

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

                                       3

<PAGE>

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

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

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

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

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

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

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

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

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

   

     (15) purchase securities on margin or sell short;

    

   

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

    

   

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

    

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

     The investment limitations described in (1) and (15) above do not prohibit
the Portfolio from making margin deposits in connection with the purchase or
sale of financial futures contracts and options thereon to the extent permitted
under applicable regulations.
  
     Although (2) above prohibits cash loans, the Portfolio is authorized to
lend portfolio securities.  Inasmuch as the Portfolio will only hold shares of
the Series, the Portfolio does not intend to lend those shares.

   

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

    

                                       4

<PAGE>

   
    

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

   

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

    

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

                                  FUTURES CONTRACTS

   

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

    

     Positions in futures contracts may be closed out only on an exchange which
provides a secondary market.  However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time.  Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Series would continue to be required
to continue to make variation margin deposits.  In such circumstances, if the
Series has insufficient cash, it might have to sell portfolio securities 

                                       5

<PAGE>

to meet daily margin requirements at a time when it might be disadvantageous 
to do so. Management intends to minimize the possibility that it will be 
unable to close out a futures contract by only entering into futures which 
are traded on national futures exchanges and for which there appears to be a 
liquid secondary market.

                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions the Series has identified as hedging transactions,
the Series is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during
the year.  In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term gain or loss and 40% short-term
capital gain or loss, without regard to the holding period of the contract. 
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by the Series may affect the holding
period of such securities and, consequently, the nature of the gain or loss on
such securities upon disposition.

   

     In order for the Series to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities and other income derived with respect to the Series' business of
investing in securities.  It is anticipated that any net gain realized from
closing futures contracts will be considered gain from the sale of securities
and, therefore, constitute qualifying income for purposes of the 90%
requirement.  The Series will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes
(including unrealized gains at the end of the Series' fiscal year) on futures
transactions.  Such distributions will be combined with distributions of capital
gains realized on the Series' other investments.

    

                                DIRECTORS AND OFFICERS

   

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

    

DIRECTORS

   

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

    

   

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

    

                                       6

<PAGE>

   

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

    

   

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

    

   

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

    

   

     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.

    

   

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

    

*Interested Director of the Fund.

OFFICERS

   

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

    

   

     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.

    

   

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

    

   

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

    

   

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

    

   

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

    

                                       7

<PAGE>

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

   

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

    

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

   

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

    

   

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

    

<TABLE>
<CAPTION>

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

</TABLE>

   
    


                                       8

<PAGE>

                               ADMINISTRATIVE SERVICES

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

                                  OTHER INFORMATION

   

     For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1995, 1996 and 1997, the
Series paid advisory fees of $937,000, $2,124,000 and $2,997,000, respectively. 
The Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.

    

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April, 1993, to change to its
present name.  Prior to a February, 1992, amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc.

   

     PNC Bank, N.A. serves as the custodian for the Portfolio.  Citibank, N.A.
("Citibank"), 111 Wall Street, New York, New York 10005, will succeed Boston
Safe Deposit and Trust Company ("Boston Safe"), Princess House, 1 Suffolk Lane,
London, EC4R OAN England, as the global custodian for the Series.  It is
expected that the conversion from Boston Safe to Citibank will be accomplished
by May 1, 1998.  The custodians maintain a separate account or accounts for the
Portfolio and Series; receive, hold and release portfolio securities on account
of the Portfolio and Series; make receipts and disbursements of money on behalf
of the Portfolio and the Series; and collect and receive income and other
payment and distributions on account of the Portfolio's and Series' portfolio
securities.

    

     Coopers & Lybrand L.L.P, the Fund's independent accountants, audits the
Fund's financial statements on an annual basis.


                           PRINCIPAL HOLDERS OF SECURITIES

   

     As of January 30, 1998, the following persons beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:

    

   

<TABLE>

          <S>                                                             <C>
          Charles Schwab & Co.-REIN*                                      63.96%
          101 Montgomery Street
          San Francisco, CA  94104

          Peoples Energy Corporate Retirement                              9.92%
            and Benefit Plans Committee
          130 E. Randolph Drive
          Chicago, IL  60601

          Donaldson, Lufkin & Jenrette Securities Corp.*                   6.55%
          Pershing Division
          P.O. Box 2052
          Jersey City, NJ  07303

          FTC & Co.*                                                       5.13%
          P.O. Box 173736
          Denver, CO  80217

          *Owner of record only
</TABLE>

    
                                       9

<PAGE>

                                  PURCHASE OF SHARES

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

   

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

    

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


                                 REDEMPTION OF SHARES

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

   

     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the 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.

    

   
    

     Shareholders may transfer shares of the Portfolio to another person by 
making a written request therefore to the Advisor who will transmit the 
request to the Fund's Transfer Agent.  The request should clearly identify 
the account and number of shares to be transferred, and include the signature 
of all registered owners and all stock certificates, if any, which are 
subject to the transfer.  The signature on the letter of 

                                       10

<PAGE>

request, the stock certificate or any stock power must be guaranteed in the 
same manner as described in the prospectus under "REDEMPTION OF SHARES."  As 
with redemptions, the written request must be received in good order before 
any transfer can be made.

                           CALCULATION OF PERFORMANCE DATA

   

     Following are quotations of the annualized percentage total returns of the
Portfolio for the one-, five-, and ten-year periods ended November 30, 1997 (as
applicable) using the standardized method of calculation required by the
Commission.  

    

   
    

   

<TABLE>
<CAPTION>
          
          One Year                 Five Years              Ten Years
          --------                 ----------              ---------
          <S>                      <C>                     <C>
          -4.12%                   (45 months)
                                     4.64%                    n/a
</TABLE>

    

   

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

    

P(1 + T)(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 required
by the Commission, the Portfolio and Series may disseminate other performance
data 

    

                                       11

<PAGE>

   

and may advertise total return performance calculated on a monthly basis.

    

   

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

    

                                 FINANCIAL STATEMENTS

   

     The audited financial statements and financial highlights of the Portfolio
for the Fund's fiscal year ended November 30, 1997, as set forth in the Fund's
annual report to shareholders of the Portfolio, and the report thereon of
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.

    

   

     The audited financial statements of the Series for the Trust's fiscal year
ended November 30, 1997, as set forth in the Trust's annual report to
shareholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.

    

   

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

    








                                       12




<PAGE>

                                     PROSPECTUS
                                          
   
                                   MARCH 3, 1998
                                          
                        DFA INTERNATIONAL VALUE PORTFOLIO II

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

                                          
     This prospectus describes DFA INTERNATIONAL VALUE PORTFOLIO II (the 
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc. 
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401, 
(310) 395-8005.  The Portfolio is an open-end, management investment company 
whose shares are offered, without a sales charge, to 401(k) defined 
contribution plans and clients, customers or members of certain institutions. 
The Fund issues thirteen series of shares, each of which represents a 
separate class of the Fund's common stock, having its own investment 
objective and policies.  The Fund has not established a minimum initial 
purchase requirement for the Portfolio.
    

     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM CAPITAL
APPRECIATION.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE
ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES
OF THE DFA INTERNATIONAL VALUE SERIES (THE "SERIES")  OF THE DFA INVESTMENT
TRUST COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, MANAGEMENT INVESTMENT
COMPANY THAT HAS THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS THE
PORTFOLIO.  THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL CORRESPOND DIRECTLY
WITH THE INVESTMENT EXPERIENCE OF THE SERIES.  INVESTORS SHOULD CAREFULLY
CONSIDER THIS INVESTMENT APPROACH.  FOR ADDITIONAL INFORMATION, SEE "THE
PORTFOLIO."

   
     This prospectus sets forth information about the Portfolio that prospective
investors should know before investing and should be read carefully and retained
for future reference.  A statement of additional information about the
Portfolio, dated March 3, 1998, as amended from time to time, which is
incorporated herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge, by writing or
calling the Fund at the above address or telephone number.
    




THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

                                  TABLE OF CONTENTS


                                                                           
                                                                           PAGE
   
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . .   6
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . .   7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Foreign Currencies and Related Transactions . . . . . . . . . . . . .   8
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . .   8
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . .   9
     Futures Contracts and Options on Futures. . . . . . . . . . . . . . .   9

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . .   9
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . .  10

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

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

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

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

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

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

<PAGE>

                                      HIGHLIGHTS


                                                                            PAGE
INVESTMENT OBJECTIVE                                                           6

     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio will invest all of its assets in the 
Series, which in turn will invest in the stocks of large non-U.S. companies 
that are value stocks, primarily because they have a high book value in 
relation to their market value.  The investment objective of the Portfolio is 
a fundamental policy and may not be changed without the affirmative vote of a 
majority of its outstanding securities.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")

   
                                                                            PAGE
RISK FACTORS                                                                   8

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

                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                         9

     Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the 
Portfolio with administrative services and also serves as investment advisor 
to the Series.  The Fund contracts with Shareholder Services Agents to 
provide certain recordkeeping and other services for the benefit of the 
Portfolio's shareholders.  (See "MANAGEMENT OF THE PORTFOLIO.")

                                                                            PAGE
DIVIDEND POLICY                                                               10

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

                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  11

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


                                        1
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*

   
     The expenses in the expense table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1997, restated
to reflect current fees, waivers and arrangements to assume expenses.  

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

          Management Fee                      0.20%
          Administration Fee                  0.01%
          Other Expenses                      0.42%
          Total Operating Expenses            0.63%***

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

**The "Management Fee" is payable by the Series and the "Administration Fee" is
payable by the Portfolio.  The amount set forth in "Other Expenses" represents
the aggregate amount that is payable by both the Series and the Portfolio. 
"Other Expenses" include a fee paid to the Shareholder Services Agent of each
employer plan or institution at the annual rate of .10% of the aggregate daily
value of all shares of the Portfolio that are held in an account maintained by
such Shareholder Services Agent, paid on a monthly basis.  (See "Administrative
Services.")

***Beginning on July 1, 1996, the Advisor agreed to waive its administration fee
with respect to the Portfolio and, to the extent that such waiver is
insufficient, to assume expenses of the Portfolio to the extent necessary to
keep the cumulative annual expenses to not more than .75% of the average net
assets of the Portfolio on an annualized basis.  For purposes of this waiver and
assumption, the annualized expenses are those expenses incurred in any period
commencing on or after July 1, 1996, consisting of twelve consecutive months. 
The Advisor was not required to waive any fees for the fiscal year ended
November 30, 1997.  The Advisor retains the right in its sole discretion to
modify or eliminate the waivers of a portion of its fees or its assumption of
expenses of the Portfolio in the future.  If the Advisor modifies or eliminates
the fee waivers or assumption, such change will be set forth in the prospectus.

EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in each Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:

     1 Year    3 Years   5 Years   10 Years
     $6        $20       $35       $79

     The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolio
will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.
    

                                        2
<PAGE>

     The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO.")  The
Board of Directors of the Fund has considered whether such expenses will be more
or less than they would be if the Portfolio were to invest directly in the
securities held by the Series.  The aggregate amount of expenses for the
Portfolio and the Series may be greater than it would be if the Portfolio were
to invest directly in securities held by the Series.  However, the total expense
ratio for the Portfolio and the Series is expected to be less over time than
such ratio would have been if the Portfolio were to invest directly in the
underlying securities.  This is because this arrangement enables institutional
investors, including the Portfolio, to pool their assets, which may be expected
to result in economies by spreading certain fixed costs over a larger asset
base.  Each shareholder in the Series, including the Portfolio, will pay its
proportionate share of the expenses of the Series.

   
    

                           CONDENSED FINANCIAL INFORMATION

   
     The following financial highlights are part of the financial statements of
the Portfolio.  The information for each of the past fiscal years has been
audited by independent accountants.  The financial statements, related notes and
the report of the independent accountants covering such financial information
and financial highlights for the Fund's most recent fiscal year ended November
30, 1997, are incorporated by reference into the Portfolio's statement of
additional information from the Fund's annual report to shareholders for the
year ended November 30, 1997.  Further information about the Portfolio's
performance is contained in the Fund's annual report to shareholders of the
Portfolio for the year ended November 30, 1997.  A copy of the annual report may
be obtained from the Fund upon request at no charge.

    
                                        3

<PAGE>

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
<TABLE>
<CAPTION>
                                                                            Year           Year         Year          Aug. 3 
                                                                           Ended          Ended        Ended            to 
                                                                          Nov. 30,       Nov. 30,     Nov. 30,       Nov. 30,
                                                                            1997           1996         1995           1994  
                                                                          --------       --------     --------       -------
<S>                                                                       <C>            <C>          <C>            <C>
Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . .  $ 11.36         $ 9.95       $ 9.48       $ 10.00
                                                                          --------       --------     --------       -------
Income from Investment Operations
                                                                                                                              
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .     0.17           0.14         0.13          0.06
                                                                                                                              
  Net Gains (Losses) on Securities (Realized and Unrealized)  . . . . . .    (0.63)          1.28         0.49         (0.52)
                                                                          --------       --------     --------       -------
    Total from Investment Operations  . . . . . . . . . . . . . . . . . .    (0.46)          1.42         0.62         (0.46)
                                                                          --------       --------     --------       -------
Less Distributions                                                                                                            
                                                                                                                              
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .    (0.15)         (0.01)       (0.13)        (0.06)
                                                                                                                              
  Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . .    (0.10)            --        (0.02)           --
                                                                          --------       --------     --------       -------
    Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . .    (0.25)         (0.01)       (0.15)        (0.06)
                                                                          --------       --------     --------       -------

Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . .  $ 10.65        $ 11.36       $ 9.95       $  9.48
                                                                          --------       --------     --------       -------
                                                                          --------       --------     --------       -------
Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (4.15)%        14.28%        6.52%        (4.73)%#

Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . $ 37,610       $ 30,018     $ 14,323       $ 7,643
                                                                                                                              
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . .     0.63%          0.86%(a)     0.96%(a)      0.96%*(a)
                                                                                                                              
Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . .     1.63%          1.67%(a)     1.63%(a)      2.56%*(a)
                                                                                                                              
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . .      N/A            N/A         N/A            N/A
                                                                                                                              
Average Commission Rate . . . . . . . . . . . . . . . . . . . . . . . . .      N/A            N/A         N/A            N/A
                                                                                                                              
Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . .    22.55%         12.23%        9.75%         1.90%*(b)
                                                                          --------       --------     --------       -------
Average Commission Rate of Master Fund Series (2) . . . . . . . . . . . . $ 0.0068       $ 0.0112        N/A            N/A      
                                                                          --------       --------     --------       -------
                                                                          --------       --------     --------       -------
</TABLE>


- -------------------
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro rata
     share of its Master Fund Series.
(a)  Had certain waivers and reimbursements not been in effect, the ratios of
     expenses to average net assets for the periods ended November 30, 1997,
     1996, 1995 and 1994, would have been 0.58%, 0.96%, 1.48% and 12.07%,
     respectively, and the ratios of net investment income to average net
     assets, for the periods ended November 30, 1997, 1996, 1995 and 1994, would
     have been 1.68%, 1.57%, 1.11% and 1.46%, respectively.
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
(b)  Master Fund Series Turnover calculated for the period February 16 to
     November 30, 1994.

    

                                        4
<PAGE>
                                    THE PORTFOLIO
   
     The Portfolio, unlike many other investment companies which directly 
acquire and manage their own portfolio of securities, seeks to achieve its 
investment objective by investing all of its investable assets in the Series, 
an open-end, management investment company registered under the Investment 
Company Act of 1940 (the "1940 Act"), having the same investment objective as 
the Portfolio.  The investment objective of the Portfolio may not be changed 
without the affirmative vote of a majority of its outstanding shares and the 
investment objective of the Series may not be changed without the affirmative 
vote of a majority of its outstanding shares.  Shareholders of the Portfolio 
will receive written notice thirty days prior to any change in the investment 
objective of the Series.
    

     This prospectus describes the investment objective, policies and 
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE 
PORTFOLIO" for a description of the management and other expenses associated 
with the Portfolio's investment in the Series.  Other institutional 
investors, including other mutual funds, may invest in the Series, and the 
expenses of such other investors and, correspondingly, their returns may 
differ from those of the Portfolio.  Please contact the Trust at 1299 Ocean 
Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005 for information 
about the availability of investing in the Series other than through the 
Portfolio.  

     The shares of the Series will be offered to institutional investors for 
the purpose of increasing the funds available for investment, to reduce 
expenses as a percentage of total assets and to achieve other economies that 
might be available at higher asset levels.  For example, the Series might be 
able to place larger block trades at more advantageous prices and to 
participate in securities transactions of larger denominations, thereby 
reducing the relative amount of certain transaction costs in relation to the 
total size of the transaction.  Investment in the Series by other 
institutional investors offers potential benefits to the Series and, through 
its investment in the Series, also to the Portfolio.  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 Series.  Also, if an institutional 
investor were to redeem its interest in the Series, the remaining investors 
in the Series could experience higher pro rata operating expenses, thereby 
producing lower returns, and the Series' security holdings may become less 
diverse, resulting in increased risk. Institutional investors that have a 
greater pro rata ownership interest in the Series than the Portfolio could 
have effective voting control over the operation of the Series.

     Further, if the Series changes its investment objective in a manner 
which is inconsistent with the investment objective of the Portfolio and the 
shareholders of the Portfolio fail to approve a similar change in the 
investment objective of the Portfolio, the Portfolio would be forced to 
withdraw its investment in the Series and either seek to invest its assets in 
another registered investment company with the same investment objective as 
the Portfolio, which might not be possible, or retain an investment advisor 
to manage the Portfolio's assets in accordance with its own investment 
objective, possibly at increased cost.  A withdrawal by the Portfolio of its 
investment in the Series could result in a distribution in kind of portfolio 
securities (as opposed to a cash distribution) to the Portfolio.  Should such 
a distribution occur, the Portfolio could incur brokerage fees or other 
transaction costs in converting such securities to cash in order to pay 
redemptions.  In addition, a distribution in kind to the Portfolio could 
result in a less diversified portfolio of investments and could affect 
adversely the liquidity of the Portfolio.  Moreover, a distribution in kind 
by the Series may constitute a taxable exchange for federal income tax  
purposes resulting in gain or loss to the Portfolio.  Any net capital gains 
so realized will be distributed to the Portfolio's shareholders as described 
in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.

   
     Finally, the Portfolio's investment in the shares of a registered
investment company such as the Series is relatively new and results in certain
operational and other complexities.  However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such investment are not inherently different from
the risks of direct investment in securities of the type in which the Series
invests.
    
                                        5
<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

   
     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio pursues its objective by investing all of its
assets in the Series, which has the same investment objective and policies as
the Portfolio.  The Series operates as a diversified investment company and
seeks to achieve its objective by investing in the stocks of large non-U.S.
companies which the Advisor believes to be value stocks at the time of the
purchase.  Securities are considered value stocks primarily because a company's
shares have a high book value in relation to their market value (a "book to
market ratio").  Generally, the shares of a company in any given country will be
considered to have a high book to market ratio if the ratio equals or exceeds
the ratios of any of the 30% of companies in that country with the highest
positive book to market ratios whose shares are listed on a major exchange, and,
as described below, will be considered eligible for investment.  In measuring
value, the Advisor may consider additional factors such as cash flow, economic
conditions and developments in the issuer's industry.  The Series intends to
invest in the stocks of large companies in countries with developed markets.  As
of the date of this prospectus, the Series may invest in the stocks of large
companies in Australia, Belgium, Denmark, France, Germany, Hong Kong, Italy,
Japan, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden,
Switzerland and the United Kingdom.  As the Series' asset growth permits, it may
invest in the stocks of large companies in other developed markets, including
Austria, Finland and Ireland.  (See "RISK FACTORS.")
    

PORTFOLIO STRUCTURE

     Under normal market conditions, at least 65% of the Series' assets will be
invested in companies organized or having a majority of their assets in or
deriving a majority of their operating income in at least three non-U.S.
countries and no more than 40% of the Series' assets will be invested in such
companies in any one country.  The Series reserves the right to invest in
futures contracts and options on futures contracts to commit funds awaiting
investment or to maintain liquidity.  To the extent that the Series invests in
future contracts for other than bona fide hedging purposes, the Series will not
purchase futures contracts if as a result more than 5% of its total assets would
then consist of initial margin deposits on such contracts.  Such investments
entail certain risks.  (See "RISK FACTORS.")  The Series also may invest up to
5% of its assets in convertible debentures issued by large non-U.S. companies.

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

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

                                        6
<PAGE>

deviation from market capitalization weighting may occur if the Series 
invests a portion of its assets in convertible debentures.  

   
     The Series may make block purchases of eligible securities at opportune
prices even though such purchases exceed the number of shares which, at the time
of purchase, adherence to the policy of market capitalization weighing would
otherwise require.  While such purchases might cause a temporary deviation from
market capitalization weighting, they would ordinarily be made in anticipation
of further growth of the assets of the Series.
    

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

     It is management's belief that the value stocks of large companies offer,
over a long term, a prudent opportunity for capital appreciation but, at the
same time, selecting a limited number of such issues for inclusion in the Series
involves greater risk than including a large number of them.  The Advisor does
not anticipate that a significant number of securities which meet the market
capitalization criteria will be selectively excluded from the Series.

     The Series does not seek current income as an investment objective and
investments will not be based upon an issuer's dividend payment policy or
record.  However, many of the companies whose securities will be included in the
Series do pay dividends.  It is anticipated, therefore, that the Series will
receive dividend income.  

PORTFOLIO TRANSACTIONS

   
     Securities which have depreciated in value since their acquisition will not
be sold by the Series solely because prospects for the issuer are not considered
attractive or due to an expected or realized decline in securities prices in
general.  Securities may be disposed of, however, at any time when, in the
Advisor's judgment, circumstances warrant their sale, such as tender offers,
mergers and similar transactions, or bids made for block purchases at opportune
prices.  Generally, securities will not be sold to realize short-term profits,
but, when circumstances warrant, they may be sold without regard to the length
of time held.  Generally, securities will be purchased with the expectation that
they will be held for longer than one year and will be held until such time as
they are no longer considered an appropriate holding in light of the policy of
maintaining a portfolio of companies with large market capitalizations and high
book to market ratios.  The annual portfolio turnover rates of the Series for
the fiscal years ended November 30, 1996 and 1997, respectively, were 12.23% and
22.55%.
    

                                   SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of earning additional
income.  While the Series may earn additional income from lending securities,
such activity is incidental to the Series' investment objective.  The value of
securities loaned may not exceed 331/3% of the value of the Series' total
assets.  In connection with such loans, the Series will receive collateral
consisting of cash or U.S. Government securities, which will be maintained at
all times in an amount equal to at least 100% of the current market value of the
loaned securities.  In addition, the Series will be able to terminate the loan
at any 

                                        7
<PAGE>

time and will receive reasonable interest on the loan, as well as amounts 
equal to any dividends, interest or other distributions on the loaned 
securities.  In the event of the bankruptcy of the borrower, the Series could 
experience delay in recovering the loaned securities.  Management believes 
that this risk can be controlled through careful monitoring procedures.  The 
Portfolio is also authorized to lend its portfolio securities.  However, as 
long as it holds only shares of the Series, it will not do so.

  
                                     RISK FACTORS

FOREIGN SECURITIES

     The Series invests in foreign issuers.  Such investments involve risks that
are not associated with investments in U.S. public companies.  Such risks may
include legal, political and or diplomatic actions of foreign governments, such
as imposition of withholding taxes on interest and dividend income payable on
the securities held, possible seizure or nationalization of foreign deposits,
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the value of the assets held by the
Series.  Further, foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those of
U.S. public companies and there may be less publicly available information about
such companies than comparable U.S. companies.

   
     The economies of many countries in which the Series invests are not as
diverse or resilient as the U.S. economy, and have significantly less financial
resources.  Some countries are more heavily dependent on international trade and
may be affected to a greater extent by protectionist measures of their
governments, or dependent upon a relatively limited number of commodities and,
thus, sensitive to changes in world prices for these commodities.

     In many foreign countries, stock markets are more variable than U.S.
markets for two reasons.  Contemporaneous declines in both (i) foreign
securities prices in local currencies and (ii) the value of local currencies in
relation to the U.S. dollar can have a significant negative impact on the net
asset value of the Series and the Portfolio.  The net asset value of the Series
is denominated in U.S. dollars, and, therefore, declines in market price of both
the foreign securities held by the Series and the foreign currency in which
those securities are denominated will be reflected in the net asset value of the
Series' and the Portfolio's shares.
    

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

     Investments of the Series will be denominated in foreign currencies. 
Changes in the relative values of foreign currencies and the U.S. dollar, 
therefore, will affect the value of investments of the Series.  The Series 
may purchase foreign currency futures contracts and options in order to hedge 
against changes in the level of foreign currency exchange rates.  Such 
contracts involve an agreement to purchase or sell a specific currency at a 
future date at a price set in the contract and enable the Series to protect 
against losses resulting from adverse changes in the relationship between the 
U.S. dollar and foreign currencies occurring between the trade and settlement 
dates of Series securities transactions, but they also tend to limit the 
potential gains that might result from a positive change in such currency 
relationships.  Gains and losses on futures contracts and options thereon 
depend on interest rates and other economic forces.

BORROWING

     The Series has reserved the right to borrow amounts not exceeding 33% of 
its net assets for the purposes of making redemption payments.  When 
advantageous opportunities to do so exist, the Series may also purchase 
securities when borrowings exceed 5% of the value of its net assets.  Such 
purchases can be considered to be "leveraging" and, in such circumstances, 
the net asset value of the Series may increase or decrease at a greater rate 
than would be the case if the Series had not leveraged.  The interest payable 
on the amount borrowed would increase 

                                        8

<PAGE>

the Series' expenses and, if the appreciation and income produced by the 
investments purchased when the Series has borrowed are less than the cost of 
borrowing, the investment performance of the Series will be reduced as a 
result of leveraging.

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the Series differs from the 
process employed by many other investment advisors in that the Advisor will 
rely on fundamental analysis of the investment merits of securities to a 
limited extent to eliminate potential acquisitions rather than rely on this 
technique to select securities.  Further, because securities generally will 
be held long-term and will not be eliminated based on short-term price 
fluctuations, the Advisor generally will not act upon general market 
movements or short-term price fluctuations of securities to as great an 
extent as many other investment advisors.

REPURCHASE AGREEMENTS

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES

   
     The Series also may invest in futures contracts and options on futures.  
To the extent that the Series invests in futures contracts and options 
thereon for other than bona fide hedging purposes, the Series will not enter 
into such transactions if, immediately thereafter, the sum of the amount of 
initial margin deposits and premiums paid for open futures options would 
exceed 5% of the Series' total assets, after taking into account unrealized 
profits and unrealized losses on such contracts it has entered into; 
provided, however, that, in the case of an option that is in-the-money at the 
time of purchase, the in-the-money amount may be excluded in calculating the 
5%.  These investments entail the risk that an imperfect correlation may 
exist between changes in the market value of the stocks owned by the Series 
and the prices of such futures contracts and options, and, at times, the 
market for such contracts and options might lack liquidity, thereby 
inhibiting a Series' ability to close a position in such investments.  Gains 
or losses on investments in options and futures depend on the direction of 
securities prices, interest rates and other economic factors, and the loss 
from investing in futures contracts is potentially unlimited.  The Series' 
investment in futures and options are subject to special tax rules that may 
affect the amount, timing and character of the income earned by the Series 
and the Portfolio's distributions to its shareholders.  (These special rules 
are discussed in the statement of additional information.)
    

                             MANAGEMENT OF THE PORTFOLIO

     The Advisor serves as investment advisor to the Series and, as such, is 
responsible for the management of its assets.  Investment decisions for the 
Series are made by the Investment Committee of the Advisor, which meets on a 
regular basis and also as needed to consider investment issues.  The 
Investment Committee is composed of certain officers and directors of the 
Advisor who are elected annually.  The Advisor provides the Series with a 
trading department and selects brokers and dealers to effect securities 
transactions.

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

                                        9
<PAGE>

   
     For the fiscal year ended November 30, 1997, the Advisor received a fee for
its advisory services to the Series equal to 0.20% of the average net assets of
the Series and the total expenses of the Portfolio were 0.63% of its average net
assets.  The Advisor was not required to waive any fees for the fiscal year
ended November 30, 1997.

     The Portfolio and the Series each bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal securities laws and the cost of any
filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services and custodian
fees.  Expenses allocable to the Portfolio or the Series are so allocated and
expenses which are not allocable to the Portfolio and the Series are borne by
the Portfolio or Series on the basis of their 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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor, trustees
and officers of the Trust, and shareholders of the Advisor) may be deemed
controlling persons of the Advisor. 

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

     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolio.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Series.  The Portfolio's statement of additional
information furnishes information about the Directors and officers of the Fund. 
(See "DIRECTORS AND OFFICERS" in the statement of additional information.)

ADMINISTRATIVE SERVICES

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

                                        10
<PAGE>

   
agreed to waive its fee under the administration agreement for the Portfolio 
and, to the extent that such waiver is insufficient, to assume expenses of 
the Portfolio to the extent necessary to keep its cumulative annual expenses 
to not more than .75% of the average net assets of the Portfolio on an 
annualized basis.  The Advisor retains the right in its sole discretion to 
modify or eliminate the waiver of a portion of its fees and assumption of 
expenses in the future.

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


                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed.  The
Portfolio's policy is to distribute substantially all net investment income and
any realized net capital gains annually in December after the close of the
Fund's fiscal year on November 30.  

     The Series also intends to qualify as a regulated investment company under
the Code.  Special tax rules may apply in determining the income and gains that
the Series earns on its investments.  These rules may, in turn, affect the
amount of distributions that the Portfolio pays to its shareholders.
    

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

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

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

     For those investors subject to tax, if purchases of shares of the Portfolio
are made shortly before the record date for a dividend or capital gains
distribution, a portion of the investment will be returned as a taxable
distribution.  


                                        11
<PAGE>

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

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

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

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

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

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

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


                                  PURCHASE OF SHARES

   
     Shares of the Portfolio are sold only (i) to fund deferred compensation
plans which are exempt from taxation under section 401(k) of the Code and (ii)
to clients, customers or members of certain institutions.  Provided that shares
of the Portfolio are available under an employer's plan or through an
institution, shares may be purchased by following the procedures adopted by the
respective employer or institution and approved by the Fund's management for
making investments.  Shares are available through the Shareholder Services Agent
designated under the employer's plan or by the institution.  Investors who want
to consider investing in the Portfolio should contact their employer or
institution for details.  Institutions which purchase shares of the Portfolio
for the accounts of their customers may impose separate charges on those
customers for account services.  The Fund does not impose a minimum purchase
requirement, but investors who wish to purchase shares of the Portfolio should
determine whether their employer's plan or institution imposes a minimum
transaction requirement.
    

                                 VALUATION  OF SHARES

     The net asset values per share of the Portfolio and the Series are
calculated as of the close of the NYSE by dividing the total market value of
their respective investments and other assets, less any liabilities, by the
total 

                                        12
<PAGE>

outstanding shares of the stock of the Portfolio and the Series, 
respectively.  The value of the Portfolio's shares will fluctuate in relation 
to the investment experience of the Series.  Securities held by the Series 
which are listed on a securities exchange and for which market quotations are 
available are valued at the last quoted sale price of the day or, if there is 
no such reported sale, the Series values such securities at the mean between 
the most recent quoted bid and asked prices.  Price information on listed 
securities is taken from the exchange where the security is primarily traded. 
Unlisted securities for which market quotations are readily available are 
valued at the mean between the most recent quoted bid and asked prices.  The 
value of other assets and securities for which no quotations are readily 
available (including restricted securities) are determined in good faith at 
fair value in accordance with procedures adopted by the Board of Trustees of 
the Trust.

     Generally, trading in foreign securities markets is completed each day 
at various times prior to the close of the NYSE.  The values of foreign 
securities held by the Series are determined as of such times for the purpose 
of computing the net asset value of the Series.  If events which materially 
affect the value of the investments of the Series occur subsequent to the 
close of the securities market on which such securities are primarily traded, 
the investments affected thereby will be valued at "fair value" as described 
above.  The net asset value per share of the Series is expressed in U.S. 
dollars by translating the net assets of the Series using the bid price for 
the dollar as quoted by generally recognized reliable sources.

   
     Provided that the Shareholder Services Agent has received the investor's
investment instructions in good order and the Portfolio's custodian has received
the investor's payment, shares of the Portfolio will be priced at the net asset
value calculated next after receipt of the order by PFPC Inc., the transfer
agent for the Portfolio.  If an order to purchase shares must be canceled due to
non-payment, the purchaser will be responsible for any loss incurred by the Fund
arising out of such cancellation.  The Fund reserves the right to redeem shares
owned by any purchaser whose order is canceled in order to recover any resulting
loss to the Fund and may prohibit or restrict the manner in which such purchaser
may place further orders.

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

                                     DISTRIBUTION

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


                                  EXCHANGE OF SHARES

   
     Provided such transactions are permitted under the employer's 401(k) plan
or by the institution, investors may exchange shares of the Portfolio for those
of the U.S. 6-10 Value Portfolio II or the U.S. Large Cap Value Portfolio II by
first completing the necessary documentation as required by the Shareholder
Services Agent designated under the employer's plan or by the institution.
    

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

                                        13
<PAGE>

terminated.  Exchanges will be accepted only if the Fund may issue the shares 
of the portfolio being acquired in compliance with the securities laws of the 
investor's state of residence.

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

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


                                 REDEMPTION OF SHARES

     Investors who desire to redeem shares of the Portfolio must furnish a
redemption request to the respective Shareholder Services Agent in the form
required by such Shareholder Services Agent.  The Portfolio will redeem shares
at the net asset value of such shares next determined after receipt of a request
for redemption in good order.

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

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

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


                                 GENERAL INFORMATION

     The Portfolio and the Series may disseminate reports of their investment
performance from time to time.  Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio.  Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated.  Non-standardized total return
quotations may 
    

                                        14
<PAGE>

   
differ from the SEC Guideline computations by covering different time 
periods.  In all cases, disclosures are made when performance quotations 
differ from the SEC Guidelines.  Performance data is based on historical 
earnings and is not intended to indicate future performance.  Rates of return 
expressed on an annual basis will usually not equal the sum of returns 
expressed for consecutive interim periods due to the compounding of the 
interim yields. The Fund's annual report to shareholders of the Portfolio for 
the fiscal year ended November 30, 1997, contains additional performance 
information.  A copy of the annual report is available upon request and 
without charge.  
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The 
shares of the Portfolio, when issued and paid for in accordance with the 
Portfolio's prospectus, will be fully paid and non-assessable shares, with 
equal, non-cumulative voting rights and no preferences as to conversion, 
exchange, dividends, redemptions or any other feature.  With respect to 
matters which require shareholder approval, shareholders are entitled to vote 
only with respect to matters which affect the interest of the class of shares 
(Portfolio) which they hold, except as otherwise required by applicable law.  
If liquidation of the Fund should occur, shareholders would be entitled to 
receive on a per class basis the assets of the particular Portfolio whose 
shares they own, as well as a proportionate share of Fund assets not 
attributable to any particular Portfolio.  Ordinarily, the Fund does not 
intend to hold annual meetings of shareholders, except as required by the 
1940 Act or other applicable law.  The Fund's bylaws provide that special 
meetings of shareholders shall be called at the written request of at least 
10% of the votes entitled to be cast at such meeting.  Such meeting may be 
called to consider any matter, including the removal of one or more 
directors.  Shareholders will receive shareholder communications with respect 
to such matters as required by the 1940 Act, including semi-annual and annual 
financial statements of the Fund, the latter being audited.

   
    

     The DFA Investment Trust Company was organized as a Delaware business 
trust on October 27, 1992.  The Trust offers shares of its Series only to 
institutional investors in private offerings.  The Fund may withdraw the 
investment of the Portfolio in the Series at any time, if the Board of 
Directors of the Fund determines that it is in the best interests of the 
Portfolio to do so.  Upon any such withdrawal, the Board of Directors of the 
Fund would consider what action might be taken, including the investment of 
all of the assets of the Portfolio in another pooled investment entity having 
the same investment objective as the Portfolio or the hiring of an investment 
advisor to manage the Portfolio's assets in accordance with the investment 
policies described above.

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

   
     As of January 30, 1998, the following person owned more than 25% of the
voting securities of the Portfolio:
    

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

          * Owner of record only

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

                                        15
<PAGE>

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

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

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

Accounting Services, Dividend Disbursing and Transfer Agent
PFPC INC.
400 Bellevue Parkway
Wilmington, DE  19809

Legal Counsel
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

Independent Accountants
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103

    

                                        16
<PAGE>

                        DFA INTERNATIONAL VALUE PORTFOLIO II
                                          
                                          
                         DIMENSIONAL INVESTMENT GROUP INC.
                                          
           1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401
                             TELEPHONE:  (310) 395-8005
                                          
                        STATEMENT OF ADDITIONAL INFORMATION
                                          
   
                                   MARCH 3, 1998
                                          
                                          
     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of DFA International Value Portfolio II
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
3, 1998, as amended from time to time, which can be obtained by writing or
calling the Shareholder Services Agent for your employer's plan.


                                  TABLE OF CONTENTS

                                                                           
PAGE

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

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

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

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

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

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

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

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

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

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

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

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . .  10

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

    

                                        

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies to
the DFA International Value Series (the "Series") of The DFA Investment Trust
Company (the "Trust").  

   
     Because the structure of the Series is based on the relative market 
capitalizations of eligible holdings, it is possible that the Series might 
include at least 5% of the outstanding voting securities of one or more 
issuers. In such circumstances, the Fund and the issuer would be deemed 
"affiliated persons" under the Investment Company Act of 1940 (the "1940 
Act") and certain requirements of the 1940 Act regulating dealings between 
affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Series and the anticipated amount of the Series' assets intended to be 
invested in such securities, management does not anticipate that the Series 
will include as much as 5% of the voting securities of any issuer.
    

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

                                BROKERAGE TRANSACTIONS

   
     During the fiscal years ended November 30, 1995, 1996 and 1997, the Series
paid brokerage commissions of $542,306, $1,251,242 and $1,133,787, respectively.
The substantial increases or decreases in the amount of brokerage commissions
paid by the Series from year to year resulted from increases or decreases in the
amount of securities that were bought and sold by the Series.  
    

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

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of the Series permits the Advisor knowingly to

                                        2

<PAGE>

pay commissions on these transactions which are greater than another broker 
might charge if the Advisor, in good faith, determines that the commissions 
paid are reasonable in relation to the research or brokerage services 
provided by the broker or dealer when viewed in terms of either a particular 
transaction or the Advisor's overall responsibilities to assets under its 
management.

   
    

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

   
     During fiscal year 1997, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series of $13,922 with respect to
securities transactions valued at $4,623,558.  Research services furnished by
brokers through whom securities transactions are effected may be used by the
Advisor in servicing all of its accounts and not all such services may be used
by the Advisor with respect to the Series.

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

                                INVESTMENT LIMITATIONS

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

     The Portfolio will not:  

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

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

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

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

                                        3
<PAGE>

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

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

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

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

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

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

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

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

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

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

     (15) purchase securities on margin or sell short;

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

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

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

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

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

   
    

                                        4
<PAGE>

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

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

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

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

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

                                        5
<PAGE>

as permitted under applicable regulation, enter into offsetting positions) in 
connection with its futures contract transactions in order to cover its 
obligations with respect to such contracts. 

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


                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions the Series has identified as hedging 
transactions, the Series is required for federal income tax purposes to 
recognize as income for each taxable year its net unrealized gains and losses 
on certain futures contracts as of the end of the year as well as those 
actually realized during the year.  In most cases, any gain or loss 
recognized with respect to a futures contract is considered to be 60% 
long-term gain or loss and 40% short-term capital gain or loss, without 
regard to the holding period of the contract. Furthermore, sales of futures 
contracts which are intended to hedge against a change in the value of 
securities held by the Series may affect the holding period of such 
securities and, consequently, the nature of the gain or loss on such 
securities upon disposition.

   
     In order for the Series to continue to qualify for federal income tax 
treatment as a regulated investment company, at least 90% of its gross income 
for a taxable year must be derived from qualifying income; i.e., dividends, 
interest, income derived from loans of securities, gains from the sale of 
securities and other income derived with respect to the Series' business of 
investing in securities.  It is anticipated that any net gain realized from 
closing futures contracts will be considered gain from the sale of securities 
and, therefore, constitute qualifying income for purposes of the 90% 
requirement.  The Series will distribute to shareholders annually any net 
capital gains which have been recognized for federal income tax purposes 
(including unrealized gains at the end of the Series' fiscal year) on futures 
transactions.  Such distributions will be combined with distributions of 
capital gains realized on the Series' other investments.

                                DIRECTORS AND OFFICERS

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

DIRECTORS

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

                                        6
<PAGE>

(registered investment company).  Trustee, President and Chairman-Chief
Executive Officer of The DFA Investment Trust Company (registered investment
company).  Chairman and Director, Dimensional Fund Advisors Ltd.

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

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

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

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

     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.  

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

*Interested Director of the Fund.

OFFICERS

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

                                        7
<PAGE>

   
     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, 
Santa Monica, CA.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Set forth below is a table listing, for each director entitled to 
receive compensation, the compensation received from the Fund during the 
fiscal year ended November 30, 1997, and the total compensation received from 
all four registered investment companies for which the Advisor serves as 
investment advisor during that same fiscal year.
    

                                        8
<PAGE>

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

   
    

                               ADMINISTRATIVE SERVICES

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


                                  OTHER INFORMATION
   
     For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1995, 1996 and 1997, the
Series paid advisory fees of $937,000, $2,124,000 and $2,997,000, respectively. 
The Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April, 1993, to change to its
present name.  Prior to a February, 1992, amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc. 

   
     PNC Bank, N.A. serves as the custodian for the Portfolio.  Citibank, N.A.
("Citibank"), 111 Wall Street, New York, New York  10005, will succeed Boston
Safe Deposit and Trust Company ("Boston Safe"), Princess House, 1 Suffolk Lane,
London EC4R OAN, England, as the global custodian for the Series.  It is
expected that the conversion from Boston Safe to Citibank will be accomplished
by May 1, 1998.  The custodians maintain a separate account or accounts for the
Portfolio and Series; receive, hold and release portfolio securities on account
of the Portfolio and Series; make receipts and disbursements of money on behalf
of the Portfolio and Series; and collect and receive income and other payments
and distributions on account of the Portfolio's and Series' portfolio
securities.
    

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements on an annual basis.

                                        9
<PAGE>

                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of January 30, 1998, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:


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

          *Owner of record only


                                  PURCHASE OF SHARES

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

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

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

                                 REDEMPTION OF SHARES

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

     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the 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.
    

                                        10
<PAGE>

   

                           CALCULATION OF PERFORMANCE DATA

     Following are quotations of the annualized percentage total returns for the
one-, five-, and ten-year periods ended November 30, 1997 (as applicable) using
the standardized method of calculation required by the Commission.  

          One Year       Five Years     Ten Years
          --------       ----------     ---------

           -4.15%        (39 mos.)         n/a
                           3.31%  

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

P(1 + T)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 required
by the Commission, the Portfolio and Series may disseminate other performance
data
    

                                        11
<PAGE>

   
and may advertise total return performance calculated on a monthly basis.  

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

                                 FINANCIAL STATEMENTS

     The audited financial statements and financial highlights of the Portfolio
for the Fund's fiscal year ended November 30, 1997, as set forth in the Fund's
annual report to shareholders of the Portfolio, and the report thereon of
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.

     The audited financial statements of the Series for the Trust's fiscal year
ended November 30, 1997, as set forth in the Trust's annual report to
shareholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.

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

    


                                        12
<PAGE>

                                     PROSPECTUS
   
                                   MARCH 3, 1998
    
                       DFA INTERNATIONAL VALUE PORTFOLIO III
                         U.S. LARGE CAP VALUE PORTFOLIO III
                                          
                                   --------------

   

     This prospectus describes DFA INTERNATIONAL VALUE PORTFOLIO III and U.S.
LARGE CAP VALUE PORTFOLIO III (collectively the "Portfolios"), each a series of
shares issued by Dimensional Investment Group Inc. (the "Fund"), 1299 Ocean
Avenue, 11th floor, Santa Monica, California 90401, (310) 395-8005.  Each
Portfolio is an open-end, management investment company whose shares are
offered, without a sales charge, to 401(k) defined contribution plans and
clients of registered financial advisers.  The Fund issues thirteen series of
shares, each of which represents a separate class of the Fund's common stock,
having its own investment objective and policies and two of which are set forth
in this prospectus.  The investment objective of each Portfolio is to achieve
long-term capital appreciation.  

    

     EACH PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH DIRECTLY
ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO ACHIEVE ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE SHARES OF
A CORRESPONDING SERIES OF THE DFA INVESTMENT TRUST COMPANY (THE "TRUST"), AN
OPEN-END, MANAGEMENT INVESTMENT COMPANY THAT ISSUES SERIES (INDIVIDUALLY AND
COLLECTIVELY, THE "SERIES") HAVING THE SAME INVESTMENT OBJECTIVES, POLICIES AND
LIMITATIONS AS THE PORTFOLIOS.  THE INVESTMENT EXPERIENCE OF EACH PORTFOLIO WILL
CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF ITS CORRESPONDING SERIES. 
INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH.  FOR ADDITIONAL
INFORMATION, SEE "THE PORTFOLIOS."

   

     This prospectus sets forth information about the Portfolios that
prospective investors should know before investing and should be read carefully
and retained for future reference.  A statement of additional information about
the Portfolios, dated March 3, 1998, as amended from time to time, which is
incorporated herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge, by writing or
calling the Fund at the above address or telephone number.

    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

                                  TABLE OF CONTENTS

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

CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . .   4

THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

DFA INTERNATIONAL VALUE PORTFOLIO III -
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .   8
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .   8
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .   9

U.S. LARGE CAP VALUE PORTFOLIO III -
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .  10
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .  10
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .  11

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Foreign Currencies and Related Transactions . . . . . . . . . . . . . .  12
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Futures Contracts and Options on Futures. . . . . . . . . . . . . . . .  13

MANAGEMENT OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . .  13
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . . .  14

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

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>

    

<PAGE>

                                      HIGHLIGHTS


                                                                            PAGE
THE PORTFOLIOS                                                                 7

     Each Portfolio, in effect, represents a separate mutual fund with its own
investment objective and policies.  The investment objective of each Portfolio
is a fundamental policy and may not be changed without the affirmative vote of a
majority of its outstanding securities.  Clients of financial advisors may
choose to invest in one or both of the Portfolios.  Proceeds from the sale of
shares of a Portfolio will be invested in accordance with that Portfolio's
investment objective and policies.

   

                                                                            PAGE
INVESTMENT OBJECTIVE - DFA INTERNATIONAL VALUE PORTFOLIO III                   8

    

     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio will invest all of its assets in the DFA
International Value Series of the Trust (the "International Value Series"),
which in turn will invest in the stocks of large non-U.S. companies that are
value stocks, primarily because they have a high book value in relation to their
market value.  (See "DFA INTERNATIONAL VALUE PORTFOLIO III - INVESTMENT
OBJECTIVE AND POLICIES.")

   

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

    

     The investment objective of the Portfolio is to achieve long-term capital
appreciation.  The Portfolio will invest all of its assets in the U.S. Large Cap
Value Series of the Trust (the "Large Cap Value Series"), which in turn will
invest in the common stocks of U.S. companies that are value stocks, primarily
because they have a high book value in relation to their market value.  The
Large Cap Value Series will purchase common stocks of companies whose market
capitalizations equal or exceed that of a company having the median market
capitalization of companies whose shares are listed on the New York Stock
Exchange (the "NYSE").  (See "U.S. LARGE CAP VALUE PORTFOLIO III - INVESTMENT
OBJECTIVE AND POLICIES.")


                                                                            PAGE
RISK FACTORS                                                                  12

     The DFA International Value Portfolio III (indirectly through its
investment in the International Value Series) invests in foreign securities. 
The International Value Series and the Large Cap Value Series, in which the
corresponding Portfolios invest, may invest in futures contracts and options
thereon.  Each Portfolio is authorized to invest in repurchase agreements. 
Those policies and the policy of the Portfolios to invest in the shares of
corresponding Series of the Trust involve certain risks.  (See "RISK FACTORS.")

   

                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                        14

    

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

                                       1

<PAGE>

   

                                                                            PAGE
DIVIDEND POLICY                                                               15

    

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


                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                  16

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














                                       2

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*

   

     The expenses in the following tables are based on those incurred by the
Portfolios and their corresponding Series for the fiscal year ended November 30,
1997.  

    

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

   
<TABLE>
     <S>                                           <C>
     DFA INTERNATIONAL VALUE PORTFOLIO III
          Management Fee                           0.20%
          Administration Fee                       0.01%
          Other Expenses                           0.17%
          Total Operating Expenses                 0.38%


     U.S. LARGE CAP VALUE PORTFOLIO III
          Management Fee                           0.10%
          Administration Fee                       0.01%
          Other Expenses                           0.12%
          Total Operating Expenses                 0.23%
</TABLE>
    

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

     **The "Management Fee" is payable by the Series and the "Administration
Fee" is payable by the Portfolio.  The amount set forth in "Other Expenses"
represents the aggregate amount that is payable by both the Series and the
Portfolio.

EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in each Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:

   
<TABLE>
<CAPTION>
                                       1 Year    3 Years   5 Years   10 Years
                                       ------    -------   -------   --------
<S>                                    <C>       <C>       <C>       <C>
DFA International Value Portfolio III    $4        $12       $21       $48
U.S. Large Cap Value Portfolio III       $2         $7       $13       $29
</TABLE>
    

   

     The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolios
will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

    

                                       3

<PAGE>

   

     The table summarizes the aggregate estimated annual operating expenses of
both the Portfolios and the corresponding Series.  (See "MANAGEMENT OF THE
PORTFOLIOS" for a description of Portfolio and Series expenses.)  The Board of
Directors of the Fund has considered whether such expenses will be more or less
than they would be if each Portfolio were to invest directly in the securities
held by its corresponding Series.  The aggregate amount of expenses for a
Portfolio and the corresponding Series may be greater than it would be if the
Portfolio were to invest directly in the securities held by the corresponding
Series.  However, the total expense ratios for the Portfolios and their
corresponding Series are expected to be less over time than such ratios would be
if the Portfolios were to invest directly in the underlying securities.  This is
because this arrangement enables institutional investors, including the
Portfolios, to pool their assets, which may be expected to result in economies
by spreading certain fixed costs over a larger asset base.  Each shareholder in
a Series, including the corresponding Portfolio, will pay its proportionate
share of the expenses of the Series.

    

   
    

                           CONDENSED FINANCIAL INFORMATION

   

     The following financial highlights are part of the financial statements of
each Portfolio.  The information for each of the past fiscal years has been
audited by independent accountants.  The financial statements, related notes,
and the report of the independent accountants covering such financial
information and financial highlights for the Fund's most recent fiscal year
ended November 30, 1997, are incorporated by reference into the Portfolios'
statement of additional information from the Fund's annual report to
shareholders for the year ended November 30, 1997.  Further information about
the Portfolios' performance is contained in the Fund's annual report to
shareholders of the Portfolios for the year ended November 30, 1997.  A copy of
the annual report may be obtained from the Fund upon request at no charge.

    

                                       4

<PAGE>


                        DFA INTERNATIONAL VALUE PORTFOLIO III

                                 FINANCIAL HIGHLIGHTS

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>
                                                    Year         Year         Feb. 3,
                                                    Ended        Ended          to 
                                                   Nov. 30,     Nov. 30,     Nov. 30,
                                                     1997         1996         1995
                                                   --------     --------     --------
<S>                                                <C>          <C>          <C>
Net Asset Value, Beginning of Period  . . . . .    $  12.39     $  10.81     $  10.00
                                                   --------     --------     --------

INCOME FROM INVESTMENT OPERATIONS

  Net Investment Income . . . . . . . . . . . .        0.21         0.21         0.17

  Net Gains (Losses) on Securities (Realized 
    and Unrealized) . . . . . . . . . . . . . .       (0.69)        1.38         0.84
                                                   --------     --------     --------

  Total from Investment Operations  . . . . . .       (0.48)        1.59         1.01
                                                   --------     --------     --------

LESS DISTRIBUTIONS
                                              
  Net Investment Income . . . . . . . . . . . .       (0.22)       (0.01)       (0.17)

  Net Realized Gains  . . . . . . . . . . . . .       (0.12)         ---        (0.03)
                                                   --------     --------     --------

  Total Distributions . . . . . . . . . . . . .       (0.34)       (0.01)       (0.20)
                                                   --------     --------     --------

Net Asset Value, End of Period  . . . . . . . .    $  11.57     $  12.39     $  10.81

Total Return  . . . . . . . . . . . . . . . . .       (3.91)%      14.76%       10.04%#

Net Assets, End of Period (thousands) . . . . .    $282,818     $242,371     $146,952


Ratio of Expenses to Average Net Assets (1) . .        0.38%        0.45%        0.51%*

Ratio of Net Investment Income to Average Net
  Assets  . . . . . . . . . . . . . . . . . . .        1.88%        2.03%        2.29%*

Portfolio Turnover Rate . . . . . . . . . . . .         N/A          N/A          N/A

Average Commission Rate . . . . . . . . . . . .         N/A          N/A          N/A


Portfolio Turnover Rate of Master Fund Series .       22.55%       12.23%        9.75%(a)

Average Commission Rate of Master Fund 
  Series (2). . . . . . . . . . . . . . . . . .     $0.0068      $0.0112          N/A
</TABLE>
    

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

   

(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
    
   
(a)  Master Fund Series Turnover calculated for the year ended November 30,
     1995.

    

                                       5

<PAGE>


                          U.S. LARGE CAP VALUE PORTFOLIO III

                                 FINANCIAL HIGHLIGHTS

   

                   (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
<TABLE>
<CAPTION>
                                                                                   YEAR               YEAR             FEB. 3,
                                                                                   ENDED              ENDED              TO
                                                                                  NOV. 30,           NOV. 30,          NOV. 30,
                                                                                    1996               1996              1995 
                                                                                  --------           --------          --------
<S>                                                                              <C>                <C>               <C>
Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . . .      $  15.76           $  12.92          $  10.00
                                                                                 --------           --------          --------

INCOME FROM INVESTMENT OPERATIONS

  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . .          0.32               0.28              0.23

  Net Gains (Losses) on Securities (Realized and Unrealized)  . . . . . . .          3.52               2.60              3.09
                                                                                 --------           --------          --------

  Total from Investment Operations  . . . . . . . . . . . . . . . . . . . .          3.84               2.88              3.32
                                                                                 --------           --------          --------

LESS DISTRIBUTIONS

  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . .         (0.29)             (0.04)            (0.23)

  Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . . .         (0.29)               ---             (0.17)
                                                                                 --------           --------          --------

  Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . .         (0.58)             (0.04)            (0.40)
                                                                                 --------           --------          --------

Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . . .      $  19.02           $  15.76          $  12.92

Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         25.23%             22.34%            33.27%#

Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . .      $471,038           $379,974          $135,043

Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . . .          0.23%              0.26%             0.31%*

Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . . .          1.79%              2.29%             2.82%*

Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . . .           N/A                N/A               N/A

Average Commission Rate . . . . . . . . . . . . . . . . . . . . . . . . . .           N/A                N/A               N/A

Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . . .         17.71%             20.12%            29.41%(a)

Average Commission Rate of Master Fund Series (2) . . . . . . . . . . . . .      $ 0.0494           $ 0.0499               N/A

</TABLE>
    


*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
   
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
    
   
(a)  Master Fund Series Turnover calculated for the year ended November 30, 
     1995.
    

                                       6

<PAGE>

                                    THE PORTFOLIOS

   

     Each of the Portfolios, unlike many other investment companies which
directly acquire and manage their own portfolio of securities, seeks to achieve
its investment objective by investing all of its investable assets in a
corresponding Series of the Trust, an open-end, management investment company,
registered under the Investment Company Act of 1940 ("1940 Act"), that issues
Series having the same investment objective as each of the Portfolios.  The
investment objective of a Portfolio may not be changed without the affirmative
vote of a majority of its outstanding securities and the investment objective of
a Series may not be changed without the affirmative vote of a majority of its
outstanding securities.  Shareholders of a Portfolio will receive written notice
thirty days prior to any change in the investment objective of its corresponding
Series.

    

     This prospectus describes the investment objective, policies and
restrictions of each Portfolio and its corresponding Series.  (See "DFA
INTERNATIONAL VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES" and "U.S.
LARGE CAP VALUE PORTFOLIO III - INVESTMENT OBJECTIVE AND POLICIES.")  In
addition, an investor should read "MANAGEMENT OF THE PORTFOLIOS" for a
description of the management and other expenses associated with the Portfolios'
investment in the Trust.  Other institutional investors, including other mutual
funds, may invest in each Series, and the expenses of such other investors and,
correspondingly, their returns may differ from those of the Portfolios.  Please
contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401,
(310) 395-8005 for information about the availability of investing in the Series
other than through the Portfolios.  

     The shares of the Series will be offered to institutional investors for the
purpose of increasing the funds available for investment, to reduce expenses as
a percentage of total assets and to achieve other economies that might be
available at higher asset levels.  For example, a Series might be able to place
larger block trades at more advantageous prices and to participate in securities
transactions of larger denominations, thereby reducing the relative amount of
certain transaction costs in relation to the total size of the transaction. 
Investment in a Series by other institutional investors offers potential
benefits to the Series and, through their investment in the Series, also to the
Portfolios.  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 Series.  Also,
if an institutional investor were to redeem its interest in a Series, the
remaining investors in that Series could experience higher pro rata operating
expenses, thereby producing lower returns, and the Series' security holdings may
become less diverse, resulting in increased risk.  Institutional investors that
have a greater pro rata ownership interest in a Series than the corresponding
Portfolio could have effective voting control over the operation of the Series.

     Further, if a Series changes its investment objective in a manner which is
inconsistent with the investment objective of a corresponding Portfolio and the
shareholders of the Portfolio fail to approve a similar change in the investment
objective of the Portfolio, the Portfolio would be forced to withdraw its
investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost.  A withdrawal by a Portfolio of its investment in
the corresponding Series could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) to the Portfolio.  Should such a
distribution occur, the Portfolio could incur brokerage fees or other
transaction costs in converting such securities to cash in order to pay
redemptions.  In addition, a distribution in kind to the Portfolio could result
in a less diversified portfolio of investments and could affect adversely the
liquidity of the Portfolio.  Moreover, a distribution in kind by the Series
corresponding to the Portfolio may constitute a taxable exchange for federal
income tax purposes resulting in gain or loss to such Portfolio.  Any net
capital gains so realized will be distributed to such Portfolio's shareholders
as described in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.

                                       7

<PAGE>

   

     Finally, the Portfolios' investment in the shares of a registered
investment company such as the Trust is relatively new and results in certain
operational and other complexities.  However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such investment are not inherently different from
the risks of direct investment in securities of the type in which the Series
invest.

    

   
                      DFA INTERNATIONAL VALUE PORTFOLIO III -
                         INVESTMENT OBJECTIVE AND POLICIES
    
                                          
PORTFOLIO CHARACTERISTICS AND POLICIES

   

     The investment objective of the DFA International Value Portfolio III is to
achieve long-term capital appreciation.  The Portfolio pursues its objective by
investing all of its assets in the International Value Series, which has the
same investment objective and policies as the Portfolio.  The International
Value Series operates as a diversified investment company and seeks to achieve
its objective by investing in the stocks of large non-U.S. companies which the
Advisor believes to be value stocks at the time of purchase.  Securities are
considered value stocks primarily because a company's shares have a high book
value in relation to their market value (a "book to market ratio").  Generally,
the shares of a company in any given country will be considered to have a high
book to market ratio if the ratio equals or exceeds the ratios of any of the 30%
of companies in that country with the highest positive book to market ratios
whose shares are listed on a major exchange, and, as described below, will be
considered eligible for investment.  In measuring value, the Advisor may
consider additional factors such as cash flow, economic conditions and
developments in the issuer's industry.  The International Value Series intends
to invest in the stocks of large companies in countries with developed markets. 
As of the date of this prospectus, the International Value Series may invest in
the stocks of large companies in Australia, Belgium, Denmark, France, Germany,
Hong Kong, Italy, Japan, Malaysia, the Netherlands, New Zealand, Norway,
Singapore, Spain, Sweden, Switzerland and the United Kingdom.  As the
International Value Series' asset growth permits, it may invest in the stocks of
large companies in other developed markets, including Austria, Finland and
Ireland.  (See "RISK FACTORS.")

    

PORTFOLIO STRUCTURE

   

     Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Series' assets will be
invested in such companies in any one country.  The International Value Series
reserves the right to invest in futures contracts and options on futures
contracts to commit funds awaiting investment or to maintain liquidity.  To the
extent that the International Value Series invests in futures contracts for
other than bona fide hedging purposes, it will not purchase futures contracts
if, as a result, more than 5% of its total assets would then consist of initial
margin deposits on such contracts.  Such investments entail certain risks.  (See
"RISK FACTORS.")  The International Value Series also may invest up to 5% of its
assets in convertible debentures issued by large non-U.S. companies.

    

   

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

    

                                      8

<PAGE>

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

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

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

     It is management's belief that the value stocks of large companies 
offer, over a long term, a prudent opportunity for capital appreciation but, 
at the same time, selecting a limited number of such issues for inclusion in 
the International Value Series involves greater risk than including a large 
number of them.  The Advisor does not anticipate that a significant number of 
securities which meet the market capitalization criteria will be selectively 
excluded from the International Value Series.

     The International Value Series does not seek current income as an 
investment objective and investments will not be based upon an issuer's 
dividend payment policy or record.  However, many of the companies whose 
securities will be included in the International Value Series do pay 
dividends.  It is anticipated, therefore, that the International Value Series 
will receive dividend income.  

PORTFOLIO TRANSACTIONS

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

                                        9
<PAGE>

   
International Value Series for the fiscal years ended November 30, 1996 and 
1997 were 12.23% and 22.55%, respectively.
    

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

     The investment objective of the U.S. Large Cap Value Portfolio III is to
achieve long-term capital appreciation.  The Portfolio pursues its objective by
investing all of its assets in the Large Cap Value Series, which has the same
investment objective and policies as the Portfolio.  The Large Cap Value Series
seeks to achieve its objective by investing in the common stocks of large U.S.
companies with shares that have a high book to market ratio.  A company's shares
will be considered to have a high book to market ratio if the ratio equals or
exceeds the ratios of any of the 30% of companies with the highest positive book
to market ratios whose shares are listed on the NYSE and, except as described
below, will be considered eligible for investment.  A company will be considered
"large" if its market capitalization (i.e., the market price of its common stock
multiplied by the number of outstanding shares) equals or exceeds that of the
company having the median market capitalization of companies whose shares are
listed on the NYSE.  In addition, the Large Cap Value Series is authorized to
invest in private placements of interest-bearing debentures that are convertible
into common stock ("privately placed convertible debentures"). Such investments
are considered illiquid and the value thereof together with the value of all
other illiquid investments may not exceed 15% of the value of the Large Cap
Value Series' total assets at the time of purchase.

PORTFOLIO STRUCTURE

   
     The Large Cap Value Series will operate as a diversified investment
company.  Further, the Large Cap Value Series will not invest more than 25% of
its total assets in securities of companies in a single industry.  Ordinarily,
at least 80% of the assets of the Large Cap Value Series will be invested in a
broad and diverse group of readily marketable common stocks of large U.S.
companies with high book to market ratios, as described above.  The Large Cap
Value Series may invest a portion of its assets, ordinarily not more than 20%,
in high quality, highly liquid fixed income securities, such as money market
instruments, and short-term repurchase agreements.  The Large Cap Value Series
may invest in futures contracts and options on futures contracts.  To the extent
that the Large Cap Value Series invests in futures contracts for other than bona
fide hedging purposes, it will not purchase futures contracts if more than 5% of
the Series' total assets are then invested as initial margin deposits on such
contracts or options.  The Large Cap Value Series will purchase securities that
are listed on the principal U.S. national securities exchanges and traded
over-the-counter.
    

     The Large Cap Value Series will be structured on a market capitalization 
basis, generally by basing the amount of each security purchased on the 
issuer's relative market capitalization, with a view to creating in the Large 
Cap Value Series a reasonable reflection of the relative market 
capitalizations of its portfolio companies.  However,  the Advisor may 
exclude the securities of a company that otherwise meets the applicable 
criteria described above if the Advisor determines, in its best judgment, 
that other conditions exist that make the inclusion of such security 
inappropriate.
  
     Deviation from strict market capitalization weighting will also occur 
because the Large Cap Value Series intends to purchase round lots only. 
Furthermore, in order to retain sufficient liquidity, the relative amount of 
any security held by the Large Cap Value Series may be reduced, from time to 
time, from the level which adherence to market capitalization weighting would 
otherwise require.  A portion, but generally not in excess of 20%, of the 
Large Cap Value Series' assets may be invested in interest-bearing 
obligations, as described above, for this purpose, thereby causing further 
deviation from market capitalization weighting.  Such investments would be 
made on a temporary basis pending investment in equity securities pursuant to 
the Large Cap Value Series' investment objective.  The Large Cap Value Series 
may make block purchases of eligible securities at opportune prices even 

                                        10
<PAGE>

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

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

     It is management's belief that the stocks of large U.S. companies with 
high book to market ratios offer, over a long term, a prudent opportunity for 
capital appreciation but, at the same time, selecting a limited number of 
such issues for inclusion in the Large Cap Value Series involves greater risk 
than including a large number of them.  The Advisor does not anticipate that 
a significant number of securities which meet the market capitalization 
criteria will be selectively excluded from the Large Cap Value Series.

     The Large Cap Value Series does not seek current income as an investment 
objective and investments will not be based upon an issuer's dividend payment 
policy or record.  However, many of the companies whose securities will be 
included in the Large Cap Value Series do pay dividends.  It is anticipated, 
therefore, that the Large Cap Value Series will receive dividend income.

PORTFOLIO TRANSACTIONS

     The Large Cap Value Series does not intend to purchase or sell 
securities based on the prospects for the economy, the securities markets or 
the individual issuers whose shares are eligible for purchase.  As described 
under "Portfolio Structure," investments will be made in virtually all 
eligible securities on a market capitalization weighted basis.  

   
     Generally, securities will be purchased with the expectation that they will
be held for longer than one year.  The Large Cap Value Series may sell portfolio
securities when the issuer's market capitalization falls substantially below
that of the issuer with the minimum market capitalization which is then eligible
for purchase by the Large Cap Value Series.  However, securities may be sold at
any time when, in the Advisor's judgment, circumstances warrant their sale.  The
annual portfolio turnover rates of the Large Cap Value Series for the fiscal
years ended November 30, 1996 and 1997 were 20.12% and 17.71%, respectively.
    

     In addition, the Large Cap Value Series may sell portfolio securities when
their book to market ratio falls substantially below that of the security with
the lowest such ratio that is then eligible for purchase by the Series.

                                        11
<PAGE>

                                   SECURITIES LOANS

     The Series are authorized to lend securities to qualified brokers, 
dealers, banks and other financial institutions for the purpose of earning 
additional income.  While a Series may earn additional income from lending 
securities, such activity is incidental to a Series' investment objective.  
The value of securities loaned may not exceed 331/3% of the value of a 
Series' total assets. In connection with such loans, a Series will receive 
collateral consisting of cash or U.S. Government securities, which will be 
maintained at all times in an amount equal to at least 100% of the current 
market value of the loaned securities.  In addition, the Series will be able 
to terminate the loan at any time and will receive reasonable interest on the 
loan, as well as amounts equal to any dividends, interest or other 
distributions on the loaned securities.  In the event of the bankruptcy of 
the borrower, the Series could experience delay in recovering the loaned 
securities.  Management believes that this risk can be controlled through 
careful monitoring procedures.  Each Portfolio is also authorized to lend its 
portfolio securities.  However, as long as it holds only shares of its 
corresponding Series, it will not do so.


                                     RISK FACTORS

FOREIGN SECURITIES

     The International Value Series invests in foreign issuers.  Such 
investments involve risks that are not associated with investments in U.S. 
public companies.  Such risks may include legal, political and or diplomatic 
actions of foreign governments, such as imposition of withholding taxes on 
interest and dividend income payable on the securities held, possible seizure 
or nationalization of foreign deposits, establishment of exchange controls or 
the adoption of other foreign governmental restrictions which might adversely 
affect the value of the assets held by the International Value Series.  
Further, foreign issuers are not generally subject to uniform accounting, 
auditing and financial reporting standards comparable to those of U.S. public 
companies and there may be less publicly available information about such 
companies than comparable U.S. companies.  

   
     The economies of many countries in which the International Value Series
invests are not as diverse or resilient as the U.S. economy, and have
significantly less financial resources.  Some countries are more heavily
dependent on international trade and may be affected to a greater extent by
protectionist measures of their governments, or dependent upon a relatively
limited number of commodities and, thus, sensitive to changes in world prices
for these commodities.

     In many foreign countries, stock markets are more variable than U.S.
markets for two reasons.  Contemporaneous declines in both (i) foreign
securities prices in local currencies and (ii) the value of local currencies in
relation to the U.S. dollar can have a significant negative impact on the net
asset value of the International Value Series and the DFA International Value
Portfolio III.  The net asset value of the International Value Series is
denominated in U.S. dollars, and, therefore, declines in market price of both
the foreign securities held by the International Value Series and the foreign
currency in which those securities are denominated will be reflected in the net
asset value of the International Value Series' and the DFA International Value
Portfolio III's shares.
    

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

     Investments of the International Value Series will be denominated in 
foreign currencies.  Changes in the relative values of foreign currencies and 
the U.S. dollar, therefore, will affect the value of investments of that 
Series. The International Value Series may purchase foreign currency futures 
contracts and options in order to hedge against changes in the level of 
foreign currency exchange rates.  Such contracts involve an agreement to 
purchase or sell a specific currency at a future date at a price set in the 
contract and enable the International Value Series to protect against losses 
resulting from adverse changes in the relationship between the U.S. dollar 
and foreign currencies occurring between the trade and settlement dates of 
Series securities transactions, but they also 

                                        12
<PAGE>

tend to limit the potential gains that might result from a positive change in 
such currency relationships.  Gains and losses on futures contracts and 
options thereon depend on interest rates and other economic forces.

BORROWING

     The International Value Series and the Large Cap Value Series each has 
reserved the right to borrow amounts not exceeding 33% of its net assets for 
the purposes of making redemption payments.  When advantageous opportunities 
to do so exist, a Series may also purchase securities when borrowings exceed 
5% of the value of its net assets.  Such purchases can be considered to be 
"leveraging" and, in such circumstances, the net asset value of the Series 
may increase or decrease at a greater rate than would be the case if the 
Series had not leveraged.  The interest payable on the amount borrowed would 
increase the Series' expenses and, if the appreciation and income produced by 
the investments purchased when the Series has borrowed are less than the cost 
of borrowing, the investment performance of the Series will be reduced as a 
result of leveraging. 

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the International Value 
Series and the Large Cap Value Series differs from the process employed by 
many other investment advisors in that the Advisor will rely on fundamental 
analysis of the investment merits of securities to a limited extent to 
eliminate potential acquisitions rather than rely on this technique to select 
securities.  Further, because securities generally will be held long-term and 
will not be eliminated based on short-term price fluctuations, the Advisor 
generally will not act upon general market movements or short-term price 
fluctuations of securities to as great an extent as many other investment 
advisors.

REPURCHASE AGREEMENTS

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES

   
     Each Series also may invest in futures contracts and options on futures. 
To the extent that a Series invests in futures contracts and options thereon 
for other than bona fide hedging purposes, it will not enter into such 
transactions if, immediately thereafter, the sum of the amount of initial 
margin deposits and premiums paid for open futures options would exceed 5% of 
the Series' total assets, after taking into account unrealized profits and 
unrealized losses on such contracts it has entered into; provided, however, 
that, in the case of an option that is in-the-money at the time of purchase, 
the in-the-money amount may be excluded in calculating the 5%.  These 
investments entail the risk that an imperfect correlation may exist between 
changes in the market value of the stocks owned by the Series and the prices 
of such futures contracts and options, and, at times, the market for such 
contracts and options might lack liquidity, thereby inhibiting a Series' 
ability to close a position in such investments. Gains or losses on 
investments in options and futures depend on the direction of securities 
prices, interest rates and other economic factors, and the loss from 
investing in futures contracts is potentially unlimited.  A Series' 
investment in futures and options are subject to special tax rules that may 
affect the amount, timing and character of the income earned by such Series 
and the corresponding Portfolio's distributions to its shareholders.  (These 
special rules are discussed in the statement of additional information.)
    

                                        13
<PAGE>


                             MANAGEMENT OF THE PORTFOLIOS

     The Advisor serves as investment advisor to each Series and, as such, is 
responsible for the management of their respective assets.  Investment 
decisions for the Series are made by the Investment Committee of the Advisor, 
which meets on a regular basis and also as needed to consider investment 
issues.  The Investment Committee is composed of certain officers and 
directors of the Advisor who are elected annually.  The Advisor provides each 
Series with a trading department and selects brokers and dealers to effect 
securities transactions. 

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

   
     For the fiscal year ended November 30, 1997, (i) the Advisor received a 
fee for its advisory services to the Series equal to the following percentage 
of the average net assets of each Series and (ii) the total expenses of each 
Portfolio were the following percentages of its average net assets:

                                            Management Fee       Total Expenses

DFA International Value Portfolio III           0.20%                 0.38%
U.S. Large Cap Value Portfolio III              0.10%                 0.23%


     Each Portfolio and Series bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal 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 Series are so allocated
and expenses which are not allocable to a particular Portfolio and its
corresponding Series are borne by such Portfolio and Series on the basis of
their 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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor, trustees
and officers of the Trust, and shareholders of the Advisor) may be deemed
controlling persons of the Advisor.

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

                                        14
<PAGE>

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

     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolios.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolios and the Series.  The statement of additional information relating
to the Portfolios furnishes information about the Directors and officers of the
Fund.  (See "DIRECTORS AND OFFICERS" in the statement of additional
information.)
    

ADMINISTRATIVE SERVICES

     The Fund has entered into an administration agreement with the Advisor 
on behalf of each Portfolio.  Pursuant to the administration agreement, the 
Advisor will perform various services, including:  supervision of the 
services provided by the Portfolio's custodian and dividend disbursing agent 
and others who provide services to the Fund for the benefit of the Portfolio; 
assisting the Fund to comply with the provisions of federal, state, local and 
foreign securities, tax and other laws applicable to the Portfolio; providing 
shareholders of record with information about the Portfolio and their 
investments as they or the Fund may request; assisting the Fund to conduct 
meetings of shareholders; furnishing information as the Board of Directors 
may require regarding the Series; and any other administrative services for 
the benefit of the Portfolio as the Board of Directors may reasonably 
request.  The Advisor also provides the Fund with office space and personnel. 
 For its administrative services, the Portfolios each pay the Advisor a 
monthly fee equal to one-twelfth of .01% of their respective average net 
assets.

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     Each Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed.  The policy of
each Portfolio is to distribute substantially all of its net investment income
in November and December of each year.  Both Portfolios will distribute any
realized net capital gains annually after the end of the Fund's fiscal year.  

   
     Each Series intends to qualify as a regulated investment company under the
Code.  Special tax rules may apply in determining the income and gains that each
Series earns on its investments.  These rules may affect the amount of
distributions that a Portfolio pays to its shareholders.

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

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

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

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

     Each Portfolio receives income in the form of income dividends paid by the
corresponding Series.  This income, less the expenses incurred in operations, is
a Portfolio's net investment income from which income dividends are distributed
as described above.  A Portfolio also may receive capital gains distributions
from the 


                                        15
<PAGE>

corresponding Series and may realize capital gains upon the redemption of the 
shares of the Series.  Any net realized capital gains of a Portfolio will be 
distributed as described above.  Dividends and distributions paid to a 401(k) 
plan accumulate free of federal income taxes.

   
     Whether paid in cash or additional shares and regardless of the length 
of time a Portfolio's shares have been owned by shareholders who are subject 
to federal income taxes, distributions from long-term capital gains are 
taxable as such.  Dividends from net investment income or net short-term 
capital gains will be taxable as ordinary income, whether received in cash or 
in additional shares. Dividends from net investment income of U.S. Large Cap 
Value Portfolio will generally qualify in part for the corporate dividends 
received deduction, but the portion of dividends so qualified depends on the 
aggregate qualifying dividend income received by the corresponding Series 
from domestic (U.S.) sources.  It is anticipated that either none or only a 
small portion of the distributions made by the DFA International Value 
Portfolio III will qualify for the corporate dividends received deduction 
because of the corresponding Series' investment in foreign equity securities.
    

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

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

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

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

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

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

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

                                        16
<PAGE>

                                  PURCHASE OF SHARES

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

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

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

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

IN KIND PURCHASES

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

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

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


                                 VALUATION OF SHARES

     The net asset value per share of each Series is calculated as of the close
of the NYSE by dividing the total market value of its investments and other
assets, less any liabilities, by the total outstanding shares of the stock of

                                        17
<PAGE>

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

     Generally, trading in foreign securities markets is completed each day 
at various times prior to the close of the NYSE.  The values of foreign 
securities held by the International Value Series are determined as of such 
times for the purpose of computing the net asset value of the Series.  If 
events which materially affect the value of the investments of the 
International Value Series occur subsequent to the close of the securities 
market on which such securities are primarily traded, the investments 
affected thereby will be valued at "fair value" as described above.  The net 
asset value per share of the International Value Series is expressed in U.S. 
dollars by translating the net assets of the Series using the bid price for 
the dollar as quoted by generally recognized reliable sources.

     The net asset value of each Portfolio is calculated as of the close of 
the NYSE by dividing the total market value of its investments and other 
assets, less any liabilities, by the total outstanding shares of the stock of 
the Portfolio.  The value of each Portfolio's shares will fluctuate in 
relation to the investment experience of the corresponding Series.

   
     Provided that a financial adviser or service agent designated under a 
401(k) plan has received the investor's investment instructions in good order 
and a Portfolio's custodian has received the investor's payment, shares of 
the Portfolio selected will be priced at the net asset value calculated next 
after receipt of the order by PFPC Inc., the transfer agent for the 
Portfolios.  If an order to purchase shares must be canceled due to 
non-payment, the purchaser will be responsible for any loss incurred by the 
Fund arising out of such cancellation.  The Fund reserves the right to redeem 
shares owned by any purchaser whose order is canceled to recover any 
resulting loss to the Fund and may prohibit or restrict the manner in which 
such purchaser may place further orders.
    

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

                                     DISTRIBUTION

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

                                  EXCHANGE OF SHARES

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



                                        18
<PAGE>

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

   
     The minimum amount for an exchange is $100,000.  The exchange privilege is
not intended to afford shareholders a way to speculate on short-term movements
in the markets.  Accordingly, in order to prevent excessive use of the exchange
privilege that may potentially disrupt the management of the Portfolios or
otherwise adversely affect the Fund or DFAIDG , the exchange privilege may be
terminated and any proposed exchange will be subject to the approval of the
Advisor.  Such approval will depend on:  (i) the size of the proposed exchange;
(ii) the prior number of exchanges by that shareholder; (iii) the nature of the
underlying securities and the cash position of the Portfolio and of the
portfolio of DFAIDG involved in the proposed exchange; (iv) the transaction
costs involved in processing the exchange; and (v) the total number of
redemptions by exchange already made out of the Portfolio.
    

   
     With respect to shares held by clients of financial advisers, the
redemption and purchase prices of shares redeemed and purchased by exchange,
respectively, are the net asset values next determined after the Advisor has
received an Exchange Form in good order, plus any applicable reimbursement fee
on purchases by exchange.  "Good order" means a completed Exchange Form
specifying the dollar amount to be exchanged, signed by all registered owners of
the shares; and if the Fund does not have on file the authorized signatures for
the account, a guarantee of the signature of each registered owner by a
commercial bank, trust company or member of a recognized stock exchange. 
Exchanges will be accepted only if the registrations of the two accounts are
identical, stock certificates have not been issued and the Fund may issue the
shares of the portfolio being acquired in compliance with the securities laws of
the investor's state of residence.
    

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

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

                                 REDEMPTION OF SHARES

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

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

   
     With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific account is $500
or less, whether because of redemptions, a decline in the Portfolio's net asset
value per share or any other reason.  Before the Fund involuntarily redeems
shares
    

                                      19

<PAGE>

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

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

                                 GENERAL INFORMATION

   
     The Portfolios and the Series may disseminate reports of their investment
performance from time to time.  Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio.  Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated.  Non-standardized total return
quotations may differ from the SEC Guideline computations by covering different
time periods.  In all cases, disclosures are made when performance quotations
differ from the SEC Guidelines.  Performance data is based on historical
earnings and is not intended to indicate future performance.  Rates of return
expressed on an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim yields. 
The Fund's annual report to shareholders of the Portfolios for the fiscal year
ended November 30, 1997, contains additional performance information.  A copy of
the annual report is available upon request and without charge.
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The shares
of each Portfolio, when issued and paid for in accordance with this prospectus,
will be fully paid and non-assessable shares, with equal, non-cumulative voting
rights and no preferences as to conversion, exchange, dividends, redemption or
any other feature.  With respect to matters which require shareholder approval,
shareholders are entitled to vote only with respect to matters which affect the
interest of the class of shares (Portfolio) which they hold, except as otherwise
required by applicable law.  If liquidation of the Fund should occur,
shareholders would be entitled to receive on a per class basis the assets of the
particular Portfolio whose shares they own, as well as a proportionate share of
Fund assets not attributable to any particular Portfolio.  Ordinarily, the Fund
does not intend to hold annual meetings of shareholders, except as required by
the 1940 Act or other applicable law.  The Fund's by-laws provide that special
meetings of shareholders shall be called at the written request of at least 10%
of the votes entitled to be cast at such meeting.  Such meeting may be called to
consider any matter, including the removal of one or more directors. 
Shareholders will receive shareholder communications with respect to such
matters as required by the 1940 Act, including semi-annual and annual financial
statements of the Fund, the latter being audited. 

      The DFA Investment Trust Company was organized as a Delaware business
trust on October 27, 1992.  The Trust offers shares of its Series only to
institutional investors in private offerings.  The Fund may withdraw the
investment of a Portfolio in a Series at any time, if the Board of Directors of
the Fund determines that it is in the best interests of the Portfolio to do so. 
Upon any such withdrawal, the Board of Directors of the Fund would consider what
action might be taken, including the investment of all of the assets of the
Portfolio in another pooled

                                      20
<PAGE>

investment entity having the same investment objective as the Portfolio or 
the hiring of an investment advisor to manage the Portfolio's assets in 
accordance with the investment policies described above.

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

   
     As of January 30, 1998, the following person(s) owned more than 25% of the
voting securities of the following Portfolios:
    

                        DFA INTERNATIONAL VALUE PORTFOLIO III

<TABLE>
          <S>                                                 <C>
          Charles Schwab & Co. Inc.-ALL REIN*                 100%
          101 Montgomery Street
          San Francisco, CA 94104
</TABLE>

                          U.S. LARGE CAP VALUE PORTFOLIO III

   
<TABLE>
<CAPTION>
          <S>                                               <C>
          Charles Schwab & Co. Inc.-CAP REIN*               53.95%
          101 Montgomery Street
          San Francisco, CA 94104

          Charles Schwab & Co. Inc.-ALL REIN*               45.99%
          101 Montgomery Street
          San Francisco, CA 94104
</TABLE>
    
          *Owner of record only

     Shareholder inquiries may be made by writing or calling the Fund at the
address or telephone number appearing on the cover of this prospectus.

                                      21
<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103

<PAGE>

                        DFA INTERNATIONAL VALUE PORTFOLIO III
                         U.S. LARGE CAP VALUE PORTFOLIO III
                                          
                                          
                         DIMENSIONAL INVESTMENT GROUP INC.
                                          
           1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401
                             TELEPHONE:  (310) 395-8005
                                          
                        STATEMENT OF ADDITIONAL INFORMATION
                                          
   
                                   MARCH 3, 1998
    
                                          
                                          
   
     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of DFA International Value Portfolio III
and U.S. Large Cap Value Portfolio III (individually, a "Portfolio" and
collectively, the "Portfolios") of Dimensional Investment Group Inc. (the
"Fund"), dated March 3, 1998, as amended from time to time, which can be
obtained from the Fund by writing to the Fund at the above address or by calling
the above telephone number.
    

                                  TABLE OF CONTENTS

   
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .   2

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

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

FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

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

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

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

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

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

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

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

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>
    

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the 
prospectus under the captions "DFA INTERNATIONAL VALUE PORTFOLIO 
III-INVESTMENT OBJECTIVE AND POLICIES" and "U.S. LARGE CAP VALUE PORTFOLIO 
III-INVESTMENT OBJECTIVE AND POLICIES" and applies to the DFA International 
Value Series (the "International Value Series") and the DFA U.S. Large Cap 
Value Series (the "Large Cap Value Series" and, together with the 
International Value Series, the "Series") of The DFA Investment Trust Company 
(the "Trust").  

   
     Because the structure of the International Value Series and the Large 
Cap Value Series is based on the relative market capitalizations of eligible 
holdings, it is possible that the Series might include at least 5% of the 
outstanding voting securities of one or more issuers.  In such circumstances, 
the Fund and the issuer would be deemed "affiliated persons" under the 
Investment Company Act of 1940 (the "1940 Act") and certain requirements of 
the 1940 Act regulating dealings between affiliates might become applicable. 
However, based on the present capitalizations of the groups of companies 
eligible for inclusion in the Series and the anticipated amount of the 
Series' assets intended to be invested in such securities, management does 
not anticipate that a Series will include as much as 5% of the voting 
securities of any issuer.
    

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


                                BROKERAGE TRANSACTIONS

   
     The following table depicts brokerage commissions paid by the Portfolios'
corresponding Series.  
    

   
                               BROKERAGE COMMISSIONS
                 FISCAL YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995
    

   
<TABLE>
<CAPTION>
                                 1997           1996          1995   
                                 ----           ----          ----
<S>                           <C>            <C>            <C>
International Value Series    $1,133,787     $1,251,242     $542,306
Large Cap Value Series           929,005        934,452      410,503
</TABLE>
    

                                      2

<PAGE>

   
     The substantial increases or decreases in the amount of brokerage
commissions paid by the International Value Series from year to year resulted
from increases or decreases in the amount of securities that were bought and
sold by the International Value Series.
    

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

     Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.  The
Investment Management Agreement of each Series permits the Advisor knowingly to
pay commissions on these transactions which are greater than another broker
might charge if the Advisor, in good faith, determines that the commissions paid
are reasonable in relation to the research or brokerage services provided by the
broker or dealer when viewed in terms of either a particular transaction or the
Advisor's overall responsibilities to assets under its management.  Research
services furnished by brokers through whom securities transactions are effected
may be used by the Advisor in servicing all of its accounts and not all such
services may be used by the Advisor with respect to the Series.

   
     During fiscal year 1997, the Series paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Series as follows:
    

   
<TABLE>
<CAPTION>
                                       VALUE OF             BROKERAGE 
                                SECURITIES TRANSACTIONS    COMMISSIONS
                                -----------------------    -----------
<S>                             <C>                        <C>
International Value Series            $ 4,623,558            $ 13,922
Large Cap Value Series                 78,961,638             122,527
Total          
</TABLE>
    

     The over-the-counter market ("OTC") companies eligible for purchase by the
Large Cap Value Series are thinly traded securities.  Therefore, the Advisor
believes it needs maximum flexibility to effect OTC trades on a best execution
basis.  To that end, the Advisor places buy and sell orders with market makers,
third market brokers, Instinet and with dealers on an agency basis when the
Advisor determines that the securities may not be available from other sources
at a more favorable price.  Third market brokers enable the Advisor to trade
with other institutional holders directly on a net basis.  This allows the
Advisor sometimes to trade larger blocks than would be possible by going through
a single market maker.

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

                                      3

<PAGE>

at once.  This can create a more complete picture of the market and thus 
increase the likelihood that the Series can effect transactions at the best 
available prices.

   
     Neither Portfolio will incur any brokerage or other costs in connection
with its purchase or redemption of shares of its corresponding Series, except if
a Portfolio receives securities or currencies from the corresponding Series to
satisfy the Portfolio's redemption request.
    

                                INVESTMENT LIMITATIONS

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

     The Portfolios will not:

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

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

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

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

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

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

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

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

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

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

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

                                       4

<PAGE>

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

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

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

   
     (15) purchase securities on margin or sell short;
    

     (16) acquire more than 10% of the voting securities of any issuer, 
provided that this limitation applies only to 75% of the assets of the U.S. 
Large Cap Value Portfolio III; or

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

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

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

     Although (2) above prohibits cash loans, the Portfolios are authorized 
to lend portfolio securities.  Inasmuch as the Portfolios will only hold 
shares of a corresponding Series, the Portfolios do not intend to lend those 
shares.  

     Pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act"), 
the Series may purchase certain unregistered (i.e. restricted) securities 
upon a determination that a liquid institutional market exists for the 
securities.  If it is decided that a liquid market does exist, the securities 
will not be subject to the 15% limitation on holdings of illiquid securities 
stated in (7) above.  While maintaining oversight, the Board of Trustees of 
the Trust has delegated the day-to-day function of making liquidity 
determinations to the Advisor.  For Rule 144A securities to be considered 
liquid, there must be at least two dealers making a market in such 
securities.  After purchase, the Board of Trustees and the Advisor will 
continue to monitor the liquidity of Rule 144A securities.

   
    

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

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

                                       5
<PAGE>

   
its total assets those assets which represent collateral received by the 
Series for its securities lending transactions.
    

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

                                  FUTURES CONTRACTS
   
     The International Value Series and the Large Cap Value Series each may
enter into futures contracts and options on futures contracts for the purpose of
remaining fully invested and to maintain liquidity to pay redemptions.  Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of defined securities at a specified future time and at a
specified price.  Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges.  A
Series will be required to make a margin deposit in cash or government
securities with a broker or custodian to initiate and maintain positions in
futures contracts.  Minimal initial margin requirements are established by the
futures exchange and brokers may establish margin requirements which are higher
than the exchange requirements.  After a futures contract position is opened,
the value of the contract is marked to market daily.  If the futures contract
price changes, to the extent that the margin on deposit does not satisfy margin
requirements, payment of additional "variation" margin will be required. 
Conversely, reduction in the contract value may reduce the required margin
resulting in a repayment of excess margin to a Series.  Variation margin
payments are made to and from the futures broker for as long as the contract
remains open.  The Series expect to earn income on their margin deposits.  To
the extent that a Series invests in futures contracts and options thereon for
other than bona fide hedging purposes, no Series will enter into such
transaction if, immediately thereafter, the sum of the amount of initial margin
deposits and premiums paid for open futures options would exceed 5% of the
Series' total assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however, that
in the case of an option that is in-the-money at the time of purchase the
in-the-money amount may be excluded in calculating the 5%.  Pursuant to
published positions of the Securities and Exchange Commission (the
"Commission"), the Series may be required to maintain segregated accounts
consisting of liquid assets such as cash, U.S. government securities, or other
high grade debt obligations (or, as permitted under applicable regulation, enter
into offsetting positions) in connection with its futures contract transactions
in order to cover its obligations with respect to such contracts. 
    

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


                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions a Series has identified as hedging transactions,
the Series is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during
the year.  In most cases, 

                                        6
<PAGE>

any gain or loss recognized with respect to a futures contract is considered 
to be 60% long-term gain or loss and 40% short-term capital gain or loss, 
without regard to the holding period of the contract. Furthermore, sales of 
futures contracts which are intended to hedge against a change in the value 
of securities held by a Series may affect the holding period of such 
securities and, consequently, the nature of the gain or loss on such 
securities upon disposition.

   
     In order for a Series to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities and other income derived with respect to the Series' business of
investing in securities.  It is anticipated that any net gain realized from
closing futures contracts will be considered gain from the sale of securities
and, therefore, constitute qualifying income for purposes of the 90%
requirement.  The Series will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes
(including unrealized gains at the end of the Series' fiscal year) on futures
transactions.  Such distributions will be combined with distributions of capital
gains realized on the Series' other investments.
    

                                DIRECTORS AND OFFICERS
   
     The names, addresses and dates of birth of the directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years is set forth below.

DIRECTORS

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

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

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

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in 
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment 
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional 
Emerging Markets Fund Inc., Hospital Fund, Inc. (investment management 
services) 
    

                                        7
<PAGE>

and BIRR Portfolio Analysis, Inc. (software products).  Chairman and 
President, Ibbotson Associates, Inc. (software, data, publishing and 
consulting).

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

     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.

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

*Interested Director of the Fund.

OFFICERS

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

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

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

     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.

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

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

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

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

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

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

                                        8
<PAGE>

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

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

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

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

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

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

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

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

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

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

     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

                                    Aggregate          Total Compensation from
                                  Compensation                  Fund
Director                            from Fund             and Fund Complex    
- --------                          ------------         -----------------------

George M. Constantinides             $5,000                    $30,000
John P. Gould                        $5,000                    $30,000
Roger G. Ibbotson                    $5,000                    $30,000
Merton H. Miller                     $5,000                    $30,000
Myron S. Scholes                     $5,000                    $30,000

    

                                        9
<PAGE>

                               ADMINISTRATIVE SERVICES

     PFPC Inc. ("PFPC") serves as the accounting services, dividend 
disbursing and transfer agent for the Portfolios and the Series.  The 
services provided by PFPC are subject to supervision by the executive 
officers and the Board of Directors of the Fund and include day-to-day 
keeping and maintenance of certain records, calculation of the net asset 
value of the shares, preparation of reports, liaison with the Portfolios' and 
the Series' custodians, and transfer and dividend disbursing agency services. 
 For its services, each Portfolio pays PFPC a monthly fee of $1,000.

                                  OTHER INFORMATION
   
     For the services it provides as investment advisor to each Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1997, 1996 and 1995, the
Series paid advisory fees as set forth in the following table:  
           
                                           1997            1996          1995

International Value Series*             $ 2,997,000    $ 2,124,000    $ 937,000
Large Cap Value Series*                 $ 1,255,000    $   699,000    $ 306,000
    

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

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April 1993, to change to its
present name.  Prior to a February 1992, amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc.

   
     PNC Bank, N.A. serves as the custodian for DFA International Value
Portfolio III, U.S. Large Cap Value Portfolio III and the Large Cap Value
Series.  Citibank, N.A. ("Citibank"), 111 Wall Street, New York, New York 10005,
will succeed Boston Safe Deposit and Trust Company ("Boston Safe"), Princess
House, 1 Suffolk Lane, London EC4R OAN, England, as the global custodian for the
International Value Series.  It is expected that the conversion from Boston Safe
to Citibank will be accomplished by May 1, 1998.  The custodians maintain a
separate account or accounts for the Portfolios and Series; receive, hold and
release portfolio securities on account of the Portfolios and Series; make
receipts and disbursements of money on behalf of the Portfolios and Series; and
collect and receive income and other payments and distributions on account of
the Portfolios' and Series' portfolio securities.
    

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the 
Funds' financial statements on an annual basis.

                                  PURCHASE OF SHARES

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

   
     The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve 
    

                                        10
<PAGE>

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

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

                                 REDEMPTION OF SHARES

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

   
     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the 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.
    

                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of January 30, 1998, the following person(s) beneficially owned 5% or
more of the outstanding stock of the Portfolios, as set forth below:
    
                        DFA INTERNATIONAL VALUE PORTFOLIO III

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


                                        11
<PAGE>

   
                          U.S. LARGE CAP VALUE PORTFOLIO III

          Charles Schwab & Co. Inc.-CAP REIN*                             53.95%
          101 Montgomery Street
          San Francisco, CA 94104

          Charles Schwab & Co. Inc.-ALL REIN*                             45.99%
          101 Montgomery Street
          San Francisco, CA 94104
    


* Owner of record only.


                           CALCULATION OF PERFORMANCE DATA
   
     Following are quotations of the annualized percentage total returns for DFA
International Value Portfolio III and U.S. Large Cap Value Portfolio III for the
one-, five-, and ten-year periods ended November 30, 1997 (as applicable) using
the standardized method of calculation required by the Commission. 

                                         One Year    Five Years     Ten Years
                                                      (33 mos.)   
DFA International Value Portfolio III     -3.83%       7.67%          n/a 
                                                      (33 mos.)    
U.S. Large Cap Value Portfolio III        25.29%      27.51%          n/a


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

P(1 + T)n  = ERV

where:

     P   =     a hypothetical initial payment of $1,000

     T   =     average annual total return

     n   =     number of years
    

                                        12
<PAGE>

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

   
     In addition to the standardized method of calculating performance 
required by the Commission, the Portfolios and Series 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, 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

     The audited financial statements of each Portfolio for the Fund's fiscal 
year ended November 30, 1997, as set forth in the Fund's annual report to 
shareholders of the Portfolios, and the report thereon of Coopers & Lybrand 
L.L.P., independent accountants, also appearing therein, are incorporated 
herein by reference.

     The audited financial statements of the Series for the Trust's fiscal 
year ended November 30, 1997, as set forth in the Trust's annual report to 
shareholders, and the report thereon of Coopers & Lybrand L.L.P., independent 
accountants, also appearing therein, are incorporated herein by reference.

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


                                        13
<PAGE>

                                     PROSPECTUS
   
                                   MARCH 3, 1998
    
                       U.S. LARGE  CAP  VALUE  PORTFOLIO  II
                                 _________________
                                          
   
     This prospectus describes U.S. LARGE CAP VALUE PORTFOLIO II (the 
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc. 
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401, 
(310) 395-8005.  The Portfolio is an open-end, management investment company 
whose shares are offered, without a sales charge, to 401(k) defined 
contribution plans and clients, customers or members of certain institutions. 
The Fund issues thirteen series of shares, each of which represents a 
separate class of the Fund's common stock, having its own investment 
objective and policies.  The Fund has not established a minimum initial 
purchase requirement for the Portfolio. 
    

     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM 
CAPITAL APPRECIATION.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES 
WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO 
ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN 
THE SHARES OF THE U.S. LARGE CAP VALUE SERIES (THE "SERIES") OF THE DFA 
INVESTMENT TRUST COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, 
MANAGEMENT INVESTMENT COMPANY THAT HAS THE SAME INVESTMENT OBJECTIVE, 
POLICIES AND LIMITATIONS AS THE PORTFOLIO.  THE INVESTMENT EXPERIENCE OF THE 
PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF THE 
SERIES.  INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH.  FOR 
ADDITIONAL INFORMATION, SEE "THE PORTFOLIO."

   
     This prospectus sets forth information about the Portfolio that 
prospective investors should know before investing and should be read 
carefully and retained for future reference.  A statement of additional 
information about the Portfolio, dated March 3, 1998, as amended from time to 
time, which is incorporated herein by reference, has been filed with the 
Securities and Exchange Commission and is available upon request, without 
charge, by writing or calling the Fund at the above address or telephone 
number.
    
                                  _________________


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

   
<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

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

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . .   6
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . .   7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . .   8
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . .   8
     Futures Contracts and Options on Futures. . . . . . . . . . . . . . .   8

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . .   8
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . .   9

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

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

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

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

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

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

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

<PAGE>

                                     HIGHLIGHTS


                                                                            PAGE
INVESTMENT OBJECTIVE                                                         6

     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio will invest all of its assets in the 
Series, which in turn will invest in the common stocks of U.S. companies that 
are value stocks, primarily because they have a high book value in relation 
to their market value.  The Series will purchase common stocks of companies 
whose market capitalizations equal or exceed that of a company having the 
median market capitalization of companies whose shares are listed on the New 
York Stock Exchange (the "NYSE").  The investment objective of the Portfolio 
is a fundamental policy and may not be changed without the affirmative vote 
of a majority of its outstanding securities.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")

                                                                            PAGE
RISK FACTORS                                                                  7

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

                                                                            PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                        8

     Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the 
Portfolio with administrative services and also serves as investment advisor 
to the Series.  The Fund contracts with Shareholder Services Agents to 
provide certain recordkeeping and other services for the benefit of the 
Portfolio's shareholders.  (See "MANAGEMENT OF THE PORTFOLIO.")

   
                                                                            PAGE
DIVIDEND POLICY                                                               9

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

   
                                                                            PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                 10

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

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*
   
     The expenses in the expense table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1997.  
    

ANNUAL FUND OPERATING EXPENSES**
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
          Management Fee                     0.10%
          Administration Fee                 0.01%
          Other Expenses                     0.34%
          Total Operating Expenses           0.45%***
    
 *        Shares of the Portfolio that are purchased through omnibus accounts
          maintained by securities firms may be subject to a service fee or
          commission on such purchases.

**        The "Management Fee" is payable by the Series and the "Administration
          Fee" is payable by the Portfolio.  The amount set forth in "Other
          Expenses" represents the aggregate amount that is payable by both the
          Series and the Portfolio.  "Other Expenses" include a fee paid to the
          Shareholder Services Agent of each employer plan or institution at the
          annual rate of .10% of the aggregate daily value of all shares of the
          Portfolio that are held in an account maintained by such Shareholder
          Services Agent, paid on a monthly basis.  (See "Administrative
          Services.")
   
***       Beginning on July 1, 1996, the Advisor agreed to waive its
          administration fee with respect to the Portfolio and, to the extent
          that such waiver is insufficient, to assume expenses of the Portfolio
          to the extent necessary to keep the cumulative annual expenses to not
          more than .75% of the average net assets of the Portfolio on an
          annualized basis.  The Advisor did not need to waive any of its fees
          for the fiscal year ended November 30, 1997.  For purposes of this
          waiver and assumption, annualized expenses are those expenses incurred
          in any period commencing on or after July 1, 1996, consisting of
          twelve consecutive months.  The Advisor retains the right in its sole
          discretion to modify or eliminate the waiver of a portion of its fees
          and the assumption of expenses of the Portfolio in the future.  If the
          Advisor modifies or eliminates the fee waiver or assumption, such
          change will be set forth in the prospectus.
    

EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in the Portfolio, assuming a 5% annual return over each of the
following time periods and redemption at the end of each time period:
   
<TABLE>
<CAPTION>
               1 Year         3 Years       5 Years        10 Years
               ------         -------       -------        --------
                 <S>            <C>           <C>             <C>
                 $5             $14           $25             $57
</TABLE>

     The purpose of the above fee table and Example is to assist investors in 
understanding the various costs and expenses that an investor in the 
Portfolio will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE 
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY 
BE GREATER OR LESSER THAN THOSE SHOWN.
    


                                      2

<PAGE>

     The table summarizes the aggregate estimated annual operating expenses 
of both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO.")  
The Board of Directors of the Fund has considered whether such expenses will 
be more or less than they would be if the Portfolio were to invest directly 
in the securities held by the Series.  The aggregate amount of expenses for 
the Portfolio and the Series may be greater than it would be if the Portfolio 
were to invest directly in the securities held by the Series.  However, the 
total expense ratio for the Portfolio and the Series is expected to be less 
over time than such ratio would be if the Portfolio were to invest directly 
in the underlying securities.  This is because this arrangement enables 
institutional investors, including the Portfolio, to pool their assets, which 
may be expected to result in economies by spreading certain fixed costs over 
a larger asset base.  Each shareholder in the Series, including the 
Portfolio, will pay its proportionate share of the expenses of the Series.
   
    

                           CONDENSED FINANCIAL INFORMATION

   
     The following financial highlights are part of the financial statements 
of the Portfolio.  The information for each of the past fiscal years has been 
audited by independent accountants.  The financial statements, related notes 
and the report of the independent accountants covering such financial 
information and financial highlights for the Fund's most recent fiscal year 
ended November 30, 1997, are incorporated by reference into the statement of 
additional information from the Fund's annual report to shareholders for the 
year ended November 30, 1997.  Further information about the Portfolio's 
performance is contained in the Fund's annual report to shareholders of the 
Portfolio for the year ended November 30, 1997.  A copy of the annual report 
may be obtained from the Fund upon request at no charge.
    


                                      3

<PAGE>

                            FINANCIAL HIGHLIGHTS

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>

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

Income from Investment Operations

   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .       0.24          0.20          0.17          0.11

   Net Gains (Losses) on Securities (Realized and Unrealized)  . . . . . .       3.50          2.54          3.40         (0.52)
                                                                              -------       -------        ------       -------

   Total from Investment Operations  . . . . . . . . . . . . . . . . . . .       3.74          2.74          3.57         (0.41)
                                                                              -------       -------        ------       -------

Less Distributions

   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . .      (0.20)        (0.03)        (0.17)        (0.11)

   Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . .      (0.25)           --         (0.16)           --
                                                                              -------       -------        ------       -------

     Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . .      (0.45)        (0.03)        (0.33)        (0.11)
                                                                              -------       -------        ------       -------

Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . .     $ 18.72        $15.43       $ 12.72      $   9.48
                                                                              -------       -------        ------       -------

Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       24.98%        21.59%        37.76%        (4.14)%#

Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . .     $50,369       $26,079       $ 7,110      $  1,285
                                                                           
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . .        0.45%         0.82%         0.96%(a)      0.96%*(a)

Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . .        1.62%         1.80%         2.37%(a)      5.39%*(a)

Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . .         N/A           N/A           N/A           N/A


Average Commission Rate . . . . . . . . . . . . . . . . . . . . . . . . .         N/A           N/A           N/A           N/A

Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . .       17.71%        20.12%        29.41%        39.33%(b)
                                                                              -------       -------        ------       -------


Average Commission Rate of Master Fund Series (2) . . . . . . . . . . . .     $0.0494       $0.0499           N/A           N/A
                                                                              -------       -------        ------       -------
</TABLE>
    
________________

   

*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1995 and 1994 would have been 2.35% and 8.45%, respectively, and the ratios
     of net investment income to average net assets for the periods ended
     November 30, 1995 and 1994 would have been 0.98% and (2.10)%, respectively.
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
(b)  Master Fund Series Turnover calculated for the year ended November 30,
     1994.
    


                                      4

<PAGE>
                                  THE PORTFOLIO

     The Portfolio, unlike many other investment companies which directly 
acquire and manage their own portfolio of securities, seeks to achieve its 
investment objective by investing all of its investable assets in the Series, 
an open-end, management investment company registered under the Investment 
Company Act of 1940 ("1940 Act"), having the same investment objective as the 
Portfolio. The investment objective of the Portfolio may not be changed 
without the affirmative vote of a majority of its outstanding shares and the 
investment objective of the Series may not be changed without the affirmative 
vote of a majority of its outstanding shares.  Shareholders of the Portfolio 
will receive written notice thirty days prior to any change in the investment 
objective of the Series.

     This prospectus describes the investment objective, policies and 
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE 
PORTFOLIO" for a description of the management and other expenses associated 
with the Portfolio's investment in the Series.  Other institutional 
investors, including other mutual funds, may invest in the Series, and the 
expenses of such other investors and, correspondingly, their returns may 
differ from those of the Portfolio.  Please contact the Trust at 1299 Ocean 
Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005 for information 
about the availability of investing in the Series other than through the 
Portfolio.  

     The shares of the Series will be offered to institutional investors for 
the purpose of increasing the funds available for investment, to reduce 
expenses as a percentage of total assets and to achieve other economies that 
might be available at higher asset levels.  For example, the Series might be 
able to place larger block trades at more advantageous prices and to 
participate in securities transactions of larger denominations, thereby 
reducing the relative amount of certain transaction costs in relation to the 
total size of the transaction.  Investment in the Series by other 
institutional investors offers potential benefits to the Series and, through 
its investment in the Series, also to the Portfolio.  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 Series.  Also, if an institutional 
investor were to redeem its interest in the Series, the remaining investors 
in the Series could experience higher pro rata operating expenses, thereby 
producing lower returns, and the Series' security holdings may become less 
diverse, resulting in increased risk. Institutional investors that have a 
greater pro rata ownership interest in the Series than the Portfolio could 
have effective voting control over the operation of the Series.

     Further, if the Series changes its investment objective in a manner 
which is inconsistent with the investment objective of the Portfolio and the 
shareholders of the Portfolio fail to approve a similar change in the 
investment objective of the Portfolio, the Portfolio would be forced to 
withdraw its investment in the Series and either seek to invest its assets in 
another registered investment company with the same investment objective as 
the Portfolio, which might not be possible, or retain an investment advisor 
to manage the Portfolio's assets in accordance with its own investment 
objective, possibly at increased cost.  A withdrawal by the Portfolio of its 
investment in the Series could result in a distribution in kind of portfolio 
securities (as opposed to a cash distribution) to the Portfolio.  Should such 
a distribution occur, the Portfolio could incur brokerage fees or other 
transaction costs in converting such securities to cash in order to pay 
redemptions.  In addition, a distribution in kind to the Portfolio could 
result in a less diversified portfolio of investments and could affect 
adversely the liquidity of the Portfolio.  Moreover a distribution in kind by 
the Series may constitute a taxable exchange for federal income tax  purposes 
resulting in gain or loss to the Portfolio.  Any net capital gains so 
realized will be distributed to the Portfolio's shareholders as described in 
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.

     Finally, the Portfolio's investment in the shares of a registered 
investment company such as the Series is relatively new and results in 
certain operational and other complexities.  However, management believes 
that the benefits to be gained by shareholders outweigh the additional 
complexities and that the risks attendant to such investment are not 
inherently different from the risks of direct investment in securities of the 
type in which the Series invests.


                                      5

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES

     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio pursues its objective by investing all 
of its assets in the Series, which has the same investment objective and 
policies as the Portfolio.  The Series seeks to achieve its objective by 
investing in the common stocks of large U.S. companies which the Advisor 
believes to be value stocks at the time of purchase.  Securities are 
considered value stocks primarily because a company's shares have a high book 
value in relation to their market value (a "book to market ratio").  
Generally, a company's shares will be considered to have a high book to 
market ratio if the ratio equals or exceeds the ratios of any of the 30% of 
companies with the highest positive book to market ratios whose shares are 
listed on the NYSE and, except as described below, will be considered 
eligible for investment.  In measuring value, the Advisor may consider 
additional factors such as cash flow, economic conditions and developments in 
the issuer's industry.  A company will be considered "large" if its market 
capitalization (i.e., the market price of its common stock multiplied by the 
number of outstanding shares) equals or exceeds that of the company having 
the median market capitalization of companies whose shares are listed on the 
NYSE. 
   
PORTFOLIO STRUCTURE

     The Series will operate as a diversified investment company.  Further, 
the Series will not invest more than 25% of its total assets in securities of 
companies in a single industry.  Ordinarily, at least 80% of the assets of 
the Series will be invested in a broad and diverse group of readily 
marketable common stocks of large U.S. companies with high book to market 
ratios, as described above.  The Series may invest a portion of its assets, 
ordinarily not more than 20%, in high quality, highly liquid fixed income 
securities, such as money market instruments, and short-term repurchase 
agreements.  The Series may invest in futures contracts and options on 
futures contracts.  To the extent that the Series invests in futures 
contracts for other than bona fide hedging purposes, it will not purchase 
futures contracts if more than 5% of the Series' total assets are then 
invested as initial margin deposits on such contracts or options.  The Series 
will purchase securities that are listed on the principal U.S. national 
securities exchanges and traded over-the-counter.
    

     The Series will be structured on a market capitalization basis, 
generally by basing the amount of each security purchased on the issuer's 
relative market capitalization, with a view to creating in the Series a 
reasonable reflection of the relative market capitalizations of its portfolio 
companies.  However,  the Advisor may exclude the securities of a company 
that otherwise meets the applicable criteria described above if the Advisor 
determines, in its best judgment, that other conditions exist that make the 
inclusion of such security inappropriate.
  
     Deviation from strict market capitalization weighting will also occur 
because the Series intends to purchase round lots only.  Furthermore, in 
order to retain sufficient liquidity, the relative amount of any security 
held by the Series may be reduced, from time to time, from the level which 
adherence to market capitalization weighting would otherwise require.  A 
portion, but generally not in excess of 20%, of the Series' assets may be 
invested in interest-bearing obligations, as described above, for this 
purpose, thereby causing further deviation from market capitalization 
weighting.  Such investments would be made on a temporary basis pending 
investment in equity securities pursuant to the Series' investment objective. 
The Series may make block purchases of eligible securities at opportune 
prices even though such purchases exceed the number of shares which, at the 
time of purchase, strict adherence to the policy of market capitalization 
weighting would otherwise require.  While such transactions might cause a 
temporary deviation from market capitalization weighting, they would 
ordinarily be made in anticipation of further growth of the assets of the 
Series.  

     Changes in the composition and relative ranking (in terms of market 
capitalization and book to market ratio) of the stocks which are eligible for 
purchase by the Series take place with every trade when the securities 
markets are open for trading due, primarily, to price fluctuations of such 
securities. On not less than a semi-annual basis, the Advisor will prepare a 
current list of large U.S. companies with high book to market ratios whose 
stock is eligible for investment.  Only common stocks whose market 
capitalizations are not less than the maximum on such list will be purchased 
by the Series.  Additional investments will not be made in securities which 
have depreciated in value to such an extent that they are not then considered 
by the Advisor to be large companies.  This may result in further deviation 
from market capitalization weighting and such 


                                      6

<PAGE>

deviation could be substantial if a significant amount of the Series' 
holdings decrease in value sufficiently to be excluded from the then current 
market capitalization requirement for eligible securities, but not by a 
sufficient amount to warrant their sale.

     It is management's belief that the value stocks of large U.S. companies 
offer, over a long term, a prudent opportunity for capital appreciation but, 
at the same time, selecting a limited number of such issues for inclusion in 
the Series involves greater risk than including a large number of them.  The 
Advisor does not anticipate that a significant number of securities which 
meet the market capitalization criteria will be selectively excluded from the 
Series.

     The Series does not seek current income as an investment objective and 
investments will not be based upon an issuer's dividend payment policy or 
record.  However, many of the companies whose securities will be included in 
the Series do pay dividends.  It is anticipated, therefore, that the Series 
will receive dividend income.

PORTFOLIO TRANSACTIONS
   
     The Series does not intend to purchase or sell securities based on the 
prospects for the economy, the securities markets or the individual issuers 
whose shares are eligible for purchase.  As described under "Portfolio 
Structure," investments will be made in virtually all eligible securities on 
a market capitalization weighted basis.  

     Generally, securities will be purchased with the expectation that they 
will be held for longer than one year.  The Series may sell portfolio 
securities when the issuer's market capitalization falls substantially below 
that of the issuer with the minimum market capitalization which is then 
eligible for purchase by the Series.  However, securities may be sold at any 
time when, in the Advisor's judgment, circumstances warrant their sale.  The 
annual portfolio turnover rates of the Series for the fiscal years ended 
November 30, 1996 and 1997, respectively, were 20.12% and 17.71%.
    

     In addition, the Series may sell portfolio securities when their book to 
market ratio falls substantially below that of the security with the lowest 
such ratio that is then eligible for purchase by the Series.

                                   SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, 
dealers, banks and other financial institutions for the purpose of earning 
additional income.  While the Series may earn additional income from lending 
securities, such activity is incidental to the Series' investment objective.  
The value of securities loaned may not exceed 331/3% of the value of the 
Series' total assets.  In connection with such loans, the Series will receive 
collateral consisting of cash or U.S. Government securities, which will be 
maintained at all times in an amount equal to at least 100% of the current 
market value of the loaned securities.  In addition, the Series will be able 
to terminate the loan at any time and will receive reasonable interest on the 
loan, as well as amounts equal to any dividends, interest or other 
distributions on the loaned securities.  In the event of the bankruptcy of 
the borrower, the Series could experience delay in recovering the loaned 
securities.  Management believes that this risk can be controlled through 
careful monitoring procedures.  The Portfolio is also authorized to lend its 
portfolio securities.  However, as long as it holds only shares of the 
Series, it will not do so.

                                     RISK FACTORS

BORROWING

     The Series has reserved the right to borrow amounts not exceeding 33% of 
its net assets for the purposes of making redemption payments.  When 
advantageous opportunities to do so exist, the Series may also purchase 
securities when borrowings exceed 5% of the value of its net assets.  Such 
purchases can be considered to be "leveraging," and, in such circumstances, 
the net asset value of the Series may increase or decrease at a greater rate 
than would be the case if the Series had not leveraged.  The interest payable 
on the amount borrowed would increase the Series' expenses and, if the 
appreciation


                                      7

<PAGE>

and income produced by the investments purchased when the Series has borrowed 
are less than the cost of borrowing, the investment performance of the Series 
will be reduced as a result of leveraging. 

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the Series differs from the 
process employed by many other investment advisors in that the Advisor will 
rely on fundamental analysis of the investment merits of securities to a 
limited extent to eliminate potential acquisitions rather than rely on this 
technique to select securities.  Further, because securities generally will 
be held long-term and will not be eliminated based on short-term price 
fluctuations, the Advisor generally will not act upon general market 
movements or short-term price fluctuations of securities to as great an 
extent as many other investment advisors.

REPURCHASE AGREEMENTS

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES
   
     The Series also may invest in futures contracts and options on futures.  
To the extent that the Series invests in futures contracts and options 
thereon for other than bona fide hedging purposes, the Series will not enter 
into such transactions if, immediately thereafter, the sum of the amount of 
initial margin deposits and premiums paid for open futures options would 
exceed 5% of the Series' total assets, after taking into account unrealized 
profits and unrealized losses on such contracts it has entered into; 
provided, however, that, in the case of an option that is in-the-money at the 
time of purchase, the in-the-money amount may be excluded in calculating the 
5%.  These investments entail the risk that an imperfect correlation may 
exist between changes in the market value of the stocks owned by the Series 
and the prices of such futures contracts and options, and, at times, the 
market for such contracts and options might lack liquidity, thereby 
inhibiting a Series' ability to close a position in such investments.  Gains 
or losses on investments in options and futures depend on the direction of 
securities prices, interest rates and other economic factors, and the loss 
from investing in futures contracts is potentially unlimited.  The Series' 
investment in futures and options are subject to special tax rules that may 
affect the amount, timing and character of the income earned by the Series 
and the Portfolio's distributions to its shareholders. (These special rules 
are discussed in the statement of additional information.)
    

                             MANAGEMENT OF THE PORTFOLIO

     The Advisor serves as investment advisor to the Series and, as such, is 
responsible for the management of its assets.  Investment decisions for the 
Series are made by the Investment Committee of the Advisor, which meets on a 
regular basis and also as needed to consider investment issues.  The 
Investment Committee is composed of certain officers and directors of the 
Advisor who are elected annually.  The Advisor provides the Series with a 
trading department and selects brokers and dealers to effect securities 
transactions.  

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

   
     For the fiscal year ended November 30, 1997, the Advisor received a 
fee for its advisory services to the Series equal to 0.10% of the average net 
assets of the Series and the total expenses of the Portfolio were 0.45% of 
its average net assets.
    


                                      8

<PAGE>

   
     The Portfolio and the Series each bears all of its own costs and expenses,
including:  services of its independent accountants, legal counsel, brokerage
commissions and transfer taxes in connection with the acquisition and
disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of its shareholders and directors or trustees, the cost of filing
its registration statements under federal securities laws and the costs of any
filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services and custodian
fees.  Expenses allocable to the Portfolio or the Series are so allocated and
expenses which are not allocable to the Portfolio and the Series are borne by
the Portfolio and the Series on the basis of their 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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor, trustees
and officers of the Trust, and shareholders of the Advisor) may be deemed
controlling persons of the Advisor.
    

     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolio.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Portfolio and the Series.  The Portfolio's statement of additional
information furnishes information about the directors and officers of the Fund. 
(See "DIRECTORS AND OFFICERS" in the statement of additional information.)

ADMINISTRATIVE SERVICES

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

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

                                       9
<PAGE>

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"), so
that it will not be liable for federal income taxes to the extent that its net
investment income and net realized capital gains are distributed.  The
Portfolio's policy is to distribute substantially all net investment income and
any realized net capital gains annually in December after the close of the
Fund's fiscal year on November 30.  

   
     The Series also intends to qualify as a regulated investment company under
the Code.  Special tax rules may apply in determining the income and gains that
the Series earns on its investments.  These rules may, in turn, affect the
amount of distributions that the Portfolio pays to its shareholders.  
    

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

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

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

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

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

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

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

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

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

                                      10

<PAGE>

                                  PURCHASE OF SHARES

     Shares of the Portfolio are sold only (i) to fund deferred compensation 
plans which are exempt from taxation under section 401(k) of the Code and 
(ii) to clients, customers or members of certain institutions.  Provided that 
shares of the Portfolio are available under an employer's plan or through an 
institution, shares may be purchased by following the procedures adopted by 
the respective employer or institution and approved by the Fund's management 
for making investments.  Shares are available through the Shareholder 
Services Agent designated under the employer's plan or by the institution.  
Investors who want to consider investing in the Portfolio should contact 
their employer or institution for details.  Institutions which purchase 
shares of the Portfolio for the accounts of their customers may impose 
separate charges on those customers for account services.  The Fund does not 
impose a minimum purchase requirement, but investors who wish to purchase 
shares of the Portfolio should determine whether their employer's plan or 
institution imposes a minimum transaction requirement.

                                 VALUATION OF SHARES

     The net asset values per share of the Portfolio and the Series are 
calculated as of the close of the NYSE by dividing the total market value of 
their respective investments and other assets, less any liabilities, by the 
total outstanding shares of the stock of the Portfolio and the Series, 
respectively.  The value of the Portfolio's shares will fluctuate in relation 
to the investment experience of the Series.  Securities held by the Series 
which are listed on a securities exchange and for which market quotations are 
available are valued at the last quoted sale price of the day or, if there is 
no such reported sale, such securities will be valued at the mean between the 
most recent quoted bid and asked prices.  Price information on listed 
securities is taken from the exchange where the security is primarily traded. 
Unlisted securities for which market quotations are readily available are 
valued at the mean between the most recent quoted bid and asked prices.  The 
value of other assets and securities for which no quotations are readily 
available (including restricted securities) are determined in good faith at 
fair value in accordance with procedures adopted by the Board of Trustees of 
the Trust.  

     Provided that the Shareholder Services Agent has received the investor's 
investment instructions in good order and the custodian has received the 
investor's payment, shares of the Portfolio will be priced at the net asset 
value calculated next after receipt of the order by PFPC Inc., the transfer 
agent for the Portfolio.  If an order to purchase shares must be canceled due 
to non-payment, the purchaser will be responsible for any loss incurred by 
the Fund arising out of such cancellation.  The Fund reserves the right to 
redeem shares owned by any purchaser whose order is canceled to recover any 
resulting loss to the Fund and may prohibit or restrict the manner in which 
such purchaser may place further orders.

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

                                     DISTRIBUTION

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

                                      11

<PAGE>
                                  EXCHANGE OF SHARES

   
     Provided such transactions are permitted under the employer's 401(k) 
plan or by the institution, investors may exchange shares of the Portfolio 
for those of the DFA International Value Portfolio II or the U.S. 6-10 Value 
Portfolio II by completing the necessary documentation as required by the 
Shareholder Services Agent designated under the employer's plan or by the 
institution.
    

     The exchange privilege is not intended to afford shareholders a way to 
speculate on short-term movements in the markets.  Accordingly, in order to 
prevent excessive use of the exchange privilege that may potentially disrupt 
the management of any of the portfolios or otherwise adversely affect the 
Fund, the exchange privilege may be terminated.  Exchanges will be accepted 
only if the Fund may issue the shares of the portfolio being acquired in 
compliance with the securities laws of the investor's state of residence.

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

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

                                 REDEMPTION OF SHARES

     Investors who desire to redeem shares of the Portfolio must  furnish a 
redemption request to the respective Shareholder Services Agent in the form 
required by such Shareholder Services Agent.  The Portfolio will redeem 
shares at the net asset value of such shares next determined after receipt of 
a request for redemption in good order.  

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

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

   
     When in the best interests of the Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Series in lieu of cash in
accordance with Rule 18f-1 under the 1940 Act.  Investors may incur brokerage
charges and other transaction costs selling securities that were received in
payment of redemptions.
    

                                      12

<PAGE>

                                 GENERAL INFORMATION

   
     The Portfolio and the Series may disseminate reports of their investment
performance from time to time.  Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported.  If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio.  Standard quotations of total
return are computed in accordance with SEC Guidelines and are presented whenever
any non-standard quotations are disseminated.  Non-standardized total return
quotations may differ from the SEC Guideline computations by covering different
time periods.  In all cases, disclosures are made when performance quotations
differ from the SEC Guidelines.  Performance data is based on historical
earnings and is not intended to indicate future performance.  Rates of return
expressed on an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim yields. 
The Fund's annual report to shareholders of the Portfolio for the fiscal year
ended November 30, 1997, contains additional performance information.  A copy of
the annual report is available upon request and without charge.
    

     The Fund was incorporated under Maryland law on March 19, 1990.  The 
shares of the Portfolio, when issued and paid for in accordance with the 
Portfolio's prospectus, will be fully paid and non-assessable shares, with 
equal, non-cumulative voting rights and no preferences as to conversion, 
exchange, dividends, redemptions or any other feature.  With respect to 
matters which require shareholder approval, shareholders are entitled to vote 
only with respect to matters which affect the interest of the class of shares 
(Portfolio) which they hold, except as otherwise required by applicable law.  
If liquidation of the Fund should occur, shareholders would be entitled to 
receive on a per class basis the assets of the particular Portfolio whose 
shares they own, as well as a proportionate share of Fund assets not 
attributable to any particular Portfolio.  Ordinarily, the Fund does not 
intend to hold annual meetings of shareholders, except as required by the 
1940 Act or other applicable law.  The Fund's bylaws provide that special 
meetings of shareholders shall be called at the written request of at least 
10% of the votes entitled to be cast at such meeting.  Such meeting may be 
called to consider any matter, including the removal of one or more 
directors.  Shareholders will receive shareholder communications with respect 
to such matters as required by the 1940 Act, including semi-annual and annual 
financial statements of the Fund, the latter being audited.

     The DFA Investment Trust Company was organized as a Delaware business 
trust on October 27, 1992.  The Trust offers shares of its Series only to 
institutional investors in private offerings.  The Fund may withdraw the 
investment of the Portfolio in the Series at any time, if the Board of 
Directors of the Fund determines that it is in the best interests of the 
Portfolio to do so.  Upon any such withdrawal, the Board of Directors of the 
Fund would consider what action might be taken, including the investment of 
all of the assets of the Portfolio in another pooled investment entity having 
the same investment objective as the Portfolio or the hiring of an investment 
advisor to manage the Portfolio's assets in accordance with the investment 
policies described above.

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

   
     As of January 30, 1998, the following person owned more than 25% of the
voting securities of the Portfolio:
    

   
<TABLE>
          <S>                                                         <C>
          BellSouth Corporation                                       100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ  07302
</TABLE>
    

                                      13

<PAGE>

          * Owner of record only

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

                                      14

<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103

<PAGE>

                          U.S. LARGE CAP VALUE PORTFOLIO II

                                           
                          DIMENSIONAL INVESTMENT GROUP INC.

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

                         STATEMENT OF ADDITIONAL INFORMATION
   
                                    MARCH 3, 1998
    

   
     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of U.S. Large Cap Value Portfolio II
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated March
3, 1998, as amended from time to time, which can be obtained by writing or
calling the Shareholder Services Agent for your employer's plan.
    

                                  TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . .  2

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

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

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . . .  5

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

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

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

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

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

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

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . 10

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
    

<PAGE>

                          INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the 
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies 
to the U.S. Large Cap Value Series (the "Series") of The DFA Investment Trust 
Company (the "Trust").  

   
     Because the structure of the Series is based on the relative market 
capitalizations of eligible holdings, it is possible that the Series might 
include at least 5% of the outstanding voting securities of one or more 
issuers. In such circumstances, the Fund and the issuer would be deemed 
"affiliated persons" under the Investment Company Act of 1940 (the "1940 
Act") and certain requirements of the 1940 Act regulating dealings between 
affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Series and the anticipated amount of the Series' assets intended to be 
invested in such securities, management does not anticipate that the Series 
will include as much as 5% of the voting securities of any issuer.
    

                                BROKERAGE TRANSACTIONS

   
     During the fiscal years ended November 30, 1995, 1996 and 1997, the Series
paid brokerage commissions of $415,802, $934,452 and $929,005, respectively. 
The substantial increases or decreases in the amount of brokerage commissions
paid by the Series from year to year resulted from increases or decreases in the
amount of securities that were bought and sold by the Series.
    

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

   
     Transactions also may be placed with brokers who provide the Advisor 
with investment research, such as reports concerning individual issuers, 
industries and general economic and financial trends and other research 
services.  The Investment Management Agreement of the Series permits the 
Advisor knowingly to pay commissions on these transactions which are greater 
than another broker might charge if the Advisor, in good faith, determines 
that the commissions paid are reasonable in relation to the research or 
brokerage services provided by the broker or dealer when viewed in terms of 
either a particular transaction or the Advisor's overall responsibilities to 
assets under its management.  During fiscal year 1997, the Series paid 
commissions for securities transactions to brokers which provided market 
price monitoring services, market studies and research services to the Series 
of $122,527 with respect to securities transactions valued at $78,961,638.  
Research services furnished by brokers through whom securities transactions 
are effected may be used by the Advisor in servicing all of its accounts and 
not all such services may be used by the Advisor with respect to the Series.
    

     The over-the-counter market ("OTC") companies eligible for purchase by the
Series are thinly traded securities.  Therefore, the Advisor believes it needs
maximum flexibility to effect OTC trades on a best execution basis.  To that
end, the Advisor places buy and sell orders with market makers, third market
brokers, Instinet and with dealers on an agency basis when the Advisor
determines that the securities may not be available from other sources at a more
favorable price.  Third market brokers enable the Advisor to trade with other
institutional holders directly on a net basis.  This allows the Advisor
sometimes to trade larger blocks than would be possible by going through a
single market maker.

                                      2

<PAGE>

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

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

                                INVESTMENT LIMITATIONS

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

     The Portfolio will not:  

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

     (14) purchase warrants, except that the Portfolio may acquire warrants as a
          result of corporate actions involving its holdings of equity
          securities; 
   
     (15) purchase securities on margin or sell short;
    
   
     (16) acquire more than 10% of the voting securities of any issuer, provided
          that this limitation applies only to 75% of the assets of the
          Portfolio; or
    
   
     (17) issue senior securities (as such term is defined in Section 18(f) of
          the 1940 Act), except to the extent permitted by the 1940 Act.
    

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

   
    

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

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

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

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


                                      4

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

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

                                  FUTURES CONTRACTS

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

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


                                      5

<PAGE>

                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions the Series has identified as hedging 
transactions, the Series is required for federal income tax purposes to 
recognize as income for each taxable year its net unrealized gains and losses 
on certain futures contracts as of the end of the year as well as those 
actually realized during the year.  In most cases, any gain or loss 
recognized with respect to a futures contract is considered to be 60% 
long-term gain or loss and 40% short-term capital gain or loss, without 
regard to the holding period of the contract. Furthermore, sales of futures 
contracts which are intended to hedge against a change in the value of 
securities held by the Series may affect the holding period of such 
securities and, consequently, the nature of the gain or loss on such 
securities upon disposition.

   
     In order for the Series to continue to qualify for federal income tax 
treatment as a regulated investment company, at least 90% of its gross income 
for a taxable year must be derived from qualifying income; i.e., dividends, 
interest, income derived from loans of securities, gains from the sale of 
securities and other income derived with respect to the Series' business of 
investing in securities.  It is anticipated that any net gain realized from 
closing futures contracts will be considered gain from the sale of securities 
and, therefore, constitute qualifying income for purposes of the 90% 
requirement.  The Series will distribute to shareholders annually any net 
capital gains which have been recognized for federal income tax purposes 
(including unrealized gains at the end of the Series' fiscal year) on futures 
transactions.  Such distributions will be combined with distributions of 
capital gains realized on the Series' other investments.
    

                                DIRECTORS AND OFFICERS
   
     The names, addresses and dates of birth of the directors and officers of 
the Fund and a brief statement of their present positions and principal 
occupations during the past five years is set forth below.
    

DIRECTORS
   
     David G. Booth, Director*, (12/2/46), President and Chairman-Chief
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive
Officer and Director, of the following companies:  Dimensional Fund Advisors
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions
Group Inc. (registered investment company) and Dimensional Emerging Markets Fund
Inc. (registered investment company).  Trustee, President and Chairman-Chief
Executive Officer of The DFA Investment Trust Company (registered investment
company).  Chairman and Director, Dimensional Fund Advisors Ltd.
    
   
     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc. and Dimensional Emerging Markets Fund Inc.
    

   
     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier 
Distinguished Service Professor of Economics, Graduate School of Business, 
University of Chicago.  Trustee, The DFA Investment Trust Company and First 
Prairie Funds (registered investment companies).  Director, DFA Investment 
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor 
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law, 
strategy and finance consulting).
    
                                      6

<PAGE>

   
     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in 
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment 
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional 
Emerging Markets Fund Inc., Hospital Fund, Inc. (investment management 
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman 
and President, Ibbotson Associates, Inc. (software, data, publishing and 
consulting).
    
   
     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick 
Distinguished Service Professor Emeritus, Graduate School of Business, 
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director, 
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. 
and Public Director, Chicago Mercantile Exchange.
    
   
     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.
    
   
     Rex A. Sinquefield, (9/7/44), Director*, Chairman-Chief Investment Officer,
Santa Monica, CA.  Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment
Dimensions Group Inc. and Dimensional Emerging Markets Fund Inc.  Trustee,
Chairman-Chief Investment Officer of The DFA Investment Trust Company. 
Chairman, Chief Executive Officer and Director, Dimensional Fund Advisors Ltd.
    

*Interested Director of the Fund.

OFFICERS
   
     Each of the officers listed below hold the same office (except as 
otherwise noted) in the following entities:  Dimensional Fund Advisors Inc., 
DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group 
Inc., The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and 
Dimensional Emerging Markets 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.
    
   
     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.
    
   
     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.
    
   
     Irene R. Diamant, (7/16/50), Vice President and Secretary (for all entities
other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.  
    
   
     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.
    
   
     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.
    
   
     Kamyab Hashemi-Nejad, 1/22/61, Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.
    

                                      7

<PAGE>
   
     Stephen P. Manus, 12/26/50, Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.
    
   
     Karen McGinley, 3/10/66, Vice President, Santa Monica, CA.
    
   
     Catherine L. Newell, 5/7/64, Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA. 
Associate, Morrison & Foerster, LLP from 1989 to 1996.
    
   
     David Plecha, (10/26/61), Vice President, Santa Monica, CA.  
    
   
     George Sands, (2/8/56), Vice President, Santa Monica, CA.
    
   
     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.
    
   
     Jeanne C. Sinquefield, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.
    
   
     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.
    
   
     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.
    
     Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
   
     Directors and officers as a group own less than 1% of the Portfolio's
outstanding stock.
    
   
     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.  
    
   
<TABLE>
<CAPTION>
                                     Aggregate      Total Compensation from
                                   Compensation              Fund
Director                            from Fund          and Fund Complex     
- ---------                          ------------     ------------------------
<S>                                 <C>                  <C>
George M. Constantinides              $5,000               $30,000
John P. Gould                         $5,000               $30,000
Roger G. Ibbotson                     $5,000               $30,000
Merton H. Miller                      $5,000               $30,000
Myron S. Scholes                      $5,000               $30,000
</TABLE>
    
                                      8

<PAGE>

                               ADMINISTRATIVE SERVICES

     PFPC Inc. ("PFPC") serves as the accounting services, dividend 
disbursing and transfer agent for the Portfolio and the Series.  The services 
provided by PFPC are subject to supervision by the executive officers and the 
Board of Directors of the Fund and include day-to-day keeping and maintenance 
of certain records, calculation of the offering price of the shares, 
preparation of reports, liaison with its custodian, and transfer and dividend 
disbursing agency services.  For its services, the Portfolio pays PFPC a 
monthly fee of $1,000.
   
                                  OTHER INFORMATION
     For the services it provides as investment advisor to the Series, the 
Advisor is paid a monthly fee calculated as a percentage of average net 
assets of the Series.  For the fiscal years ended November 30, 1995, 1996 and 
1997, the Series paid advisory fees of $306,000, $699,000 and $1,255,000, 
respectively. The Series has more than one investor; this dollar amount 
represents the total dollar amount of advisory fees paid by the Series to the 
Advisor.
    
     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April, 1993, to change to its
present name.  Prior to a February, 1992, amendment to the Fund's Articles of
Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc.

     PNC Bank, N.A. serves as the custodian for the Portfolio.  The custodian
maintains a separate account or accounts for the Portfolio and Series; receives,
holds and releases portfolio securities on account of the Portfolios and Series;
makes receipts and disbursements of money on behalf of the Portfolios and
Series; and collects and receives income and other payments and distributions on
account of the Portfolio's and Series' portfolio securities.

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements on an annual basis.


                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of January 30, 1998, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:
    

<TABLE>
<CAPTION>
          <S>                                                               <C>
          BellSouth Corporation                                             100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ  07302
</TABLE>
          * Owner of record only

                                  PURCHASE OF SHARES

     The following information supplements the information set forth in the
prospectus under the caption "PURCHASE OF SHARES."
   
     The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange (the "NYSE") is open for business, regardless of whether
the Federal Reserve System is closed.  However, no purchases by wire may be made
on any day that the Federal Reserve System is closed.  The Fund 
    


                                      9

<PAGE>

   
will generally be closed on days that the NYSE is closed.  The NYSE is 
scheduled to be open Monday through Friday throughout the year except for 
days closed to recognize New Year's Day, Martin Luther King, Jr. Day, 
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, 
Thanksgiving and Christmas Day.  The Federal Reserve System is closed on the 
same days that the NYSE is closed, except that it is open on Good Friday and 
closed on Columbus Day and Veterans' Day.  Orders for redemptions and 
purchases will not be processed if the Fund is closed.
    

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

                                 REDEMPTION OF SHARES

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

   
     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the 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.
    

   
    

                           CALCULATION OF PERFORMANCE DATA
   
     Following are quotations of the annualized percentage total returns for 
the one-, five-, and ten-year periods ended November 30, 1997 (as applicable) 
using the standardized method of calculation required by the Commission.  
    

   
    

   
<TABLE>
<CAPTION>
                     One Year      Five Years      Ten Years
                     --------      ----------      ---------
                      <S>           <C>               <C>
                      24.88%        (39 mos.)         n/a
                                     23.30%    
</TABLE>
    

   
     For purposes of calculating the performance of the Portfolio, the
performance of the Series will be utilized for the period prior to when the
Portfolio commenced operations, and, if applicable, restated to reflect the
Portfolio's fees and expenses.  As the following formula indicates, the
Portfolio and Series 
    

                                      10

<PAGE>

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

P(1 + T)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 
required by the Commission, the Portfolio and Series may disseminate other 
performance data and may advertise total return performance calculated on a 
monthly basis.  

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

                                 FINANCIAL STATEMENTS
   
     The audited financial statements and financial highlights of the Portfolio
for the Fund's fiscal year ended November 30, 1997, as set forth in the Fund's
annual report to shareholders of the Portfolio, and the report thereon of
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.
    
   
     The audited financial statements of the Series for the Trust's fiscal year
ended November 30, 1997, as set forth in the Trust's annual report to
shareholders and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.
    


                                      11

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


                                      12

<PAGE>
                                       
                                  PROSPECTUS
   
                                MARCH 3, 1998
                                            
                         U.S. 6-10 VALUE PORTFOLIO II
    
                              _________________
                                          
   
     This prospectus describes U.S. 6-10 VALUE PORTFOLIO II (the 
"Portfolio"), a series of shares issued by Dimensional Investment Group Inc. 
(the "Fund"), 1299 Ocean Avenue, 11th floor, Santa Monica, California 90401, 
(310) 395-8005.  The Portfolio is an open-end, management investment company 
whose shares are offered, without a sales charge, to 401(k) defined 
contribution plans and clients, customers or members of certain institutions. 
The Fund issues thirteen series of shares, each of which represents a 
separate class of the Fund's common stock, having its own investment 
objective and policies.  The Fund has not established a minimum initial 
purchase requirement for the Portfolio.
    
   
     THE INVESTMENT OBJECTIVE OF THE PORTFOLIO IS TO ACHIEVE LONG-TERM 
CAPITAL APPRECIATION.  THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES 
WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF SECURITIES, SEEKS TO 
ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN 
THE SHARES OF THE U.S. 6-10 VALUE SERIES (THE "SERIES") OF THE DFA INVESTMENT 
TRUST COMPANY (THE "TRUST").  THE SERIES IS AN OPEN-END, MANAGEMENT 
INVESTMENT COMPANY THAT HAS THE SAME INVESTMENT OBJECTIVE, POLICIES AND 
LIMITATIONS AS THE PORTFOLIO. THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL 
CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF THE SERIES.  INVESTORS 
SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH.  FOR ADDITIONAL 
INFORMATION, SEE "THE PORTFOLIO."
    
   
     This prospectus sets forth information about the Portfolio that 
prospective investors should know before investing and should be read 
carefully and retained for future reference.  A statement of additional 
information about the Portfolio, dated March 3, 1998, as amended from time to 
time, which is incorporated herein by reference, has been filed with the 
Securities and Exchange Commission and is available upon request, without 
charge, by writing or calling the Fund at the above address or telephone 
number.
    
                               _________________

   
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

<PAGE>


                               TABLE OF CONTENTS
   
<TABLE>
<S>                                                                     <C>
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

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

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

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . .    6
     Portfolio Characteristics and Policies. . . . . . . . . . . . . .    6
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . .    6
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . .    7

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     Small Company Securities. . . . . . . . . . . . . . . . . . . . .    8
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . .    8
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . .    8
     Futures Contracts and Options on Futures. . . . . . . . . . . . .    8

MANAGEMENT OF THE PORTFOLIO. . . . . . . . . . . . . . . . . . . . . .    9
     Administrative Services . . . . . . . . . . . . . . . . . . . . .    9

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

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

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

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

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

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

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>
    

<PAGE>

                                   HIGHLIGHTS

                                                                          PAGE
INVESTMENT OBJECTIVE                                                         6

     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio will invest all of its assets in the 
Series, which in turn will invest in the stocks of small U.S. companies that 
are value stocks, primarily because they have a high book value in relation 
to their market value. The investment objective of the Portfolio is a 
fundamental policy and may not be changed without the affirmative vote of a 
majority of its outstanding securities.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")

                                                                          PAGE
RISK FACTORS                                                                 7

     The Portfolio (indirectly through its investment in the Series) may 
invest in futures contracts and options thereon.  The Portfolio is also 
authorized to invest in repurchase agreements.  These policies and the policy 
of the Portfolio to invest in the shares of the Series involve certain risks. 
(See "RISK FACTORS.")

                                                                          PAGE
MANAGEMENT AND ADMINISTRATIVE SERVICES                                       8

     Dimensional Fund Advisors Inc. (the "Advisor" or "DFA") provides the 
Portfolio with administrative services and also serves as investment advisor 
to the Series.  The Fund contracts with Shareholder Services Agents to 
provide certain recordkeeping and other services for the benefit of the 
Portfolio's shareholders.  (See "MANAGEMENT OF THE PORTFOLIO.")

                                                                          PAGE
DIVIDEND POLICY                                                             10

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

                                                                          PAGE
PURCHASE, VALUATION AND REDEMPTION OF SHARES                                11

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

                                       1

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*
   
     The expenses in the table below are based on those incurred by the
Portfolio and the Series for the fiscal year ended November 30, 1997.
    

ANNUAL FUND OPERATING EXPENSES**
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
<TABLE>
          <S>                                      <C>
          Management Fee                           0.20%
          Administration Fee                       0.01%
          Other Expenses                           0.27%
          Total Operating Expenses                 0.48%***
</TABLE>
    
     *Shares of the Portfolio that are purchased through omnibus accounts
     maintained by securities firms may be subject to a service fee or
     commission on such purchases.

     **The "Management Fee" is payable by the Series and the "Administration  
     Fee" is payable by the Portfolio.  The amount set forth in "Other 
     Expenses" represents the aggregate amount that is payable by both the 
     Series and the Portfolio.  "Other Expenses" include a fee paid to the 
     Shareholder Services Agent of each employer plan or institution at the 
     annual rate of .10% of the aggregate daily value of all shares of the 
     Portfolio that are held in an account maintained by such Shareholder 
     Services Agent, paid on a monthly basis.  (See "Administrative 
     Services.")
   
     ***Beginning on July 1, 1996, the Advisor agreed to waive its      
     administration fee with respect to the Portfolio and, to the extent that 
     such waiver is insufficient, to assume expenses of the Portfolio to the 
     extent necessary to keep the cumulative annual expenses to not more than 
     .75% of the average net assets of the Portfolio on an annualized basis. 
     For purposes of this waiver and assumption, the annualized expenses are 
     those expenses incurred in any period commencing on or after July 1, 
     1996, consisting of twelve consecutive months.  The Advisor was not 
     required to waive any fees under this agreement for the fiscal year 
     ended November 30, 1997.  The Advisor retains the right in its sole 
     discretion to modify or eliminate the waiver of a portion of its fees 
     and the assumption of expenses of the Portfolio in the future.  If the 
     Advisor modifies or eliminates the fee waiver or assumption, such change 
     will be set forth in the prospectus.
    
EXAMPLE

     You would pay the following transaction and annual operating expenses on a
$1,000 investment in each Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:
   
<TABLE>
<CAPTION>
     1 Year    3 Years   5 Years   10 Years
     ------    -------   -------   --------
     <S>       <C>       <C>       <C>
       $5        $15       $27       $60
</TABLE>
    
   
     The purpose of the above fee table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Portfolio
will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.
    

                                       2

<PAGE>

     The table summarizes the aggregate estimated annual operating expenses of
both the Portfolio and the Series.  (See "MANAGEMENT OF THE PORTFOLIO.")  The
Board of Directors of the Fund has considered whether such expenses will be more
or less than they would be if the Portfolio were to invest directly in the
securities held by the Series.  The aggregate amount of expenses for the
Portfolio and the Series may be greater than it would be if the Portfolio were
to invest directly in the securities held by the Series.  However, the total
expense ratio for the Portfolio and the Series is expected to be less over time
than such ratio would be if the Portfolio were to invest directly in the
underlying securities.  This is because this arrangement enables institutional
investors, including the Portfolio, to pool their assets, which may be expected
to result in economies by spreading certain fixed costs over a larger asset
base.  Each shareholder in the Series, including the Portfolio, will pay its
proportionate share of the expenses of the Series.
   
    
                        CONDENSED FINANCIAL INFORMATION
   
     The following financial highlights are part of the financial statements of
the Portfolio.  The information for each of the past fiscal years has been
audited by independent accountants.  The financial statements, related notes and
the report of the independent accountants covering such financial information
and financial highlights for the Fund's most recent fiscal year ended November
30, 1997, are incorporated by reference into the Fund's statement of additional
information from the Fund's annual report for the year ended November 30, 1997. 
Further information about the Portfolio's performance is contained in the Fund's
annual report to shareholders of the Portfolio for the year ended November 30,
1997.  A copy of the annual report may be obtained from the Fund upon request at
no charge.
    


                                       3

<PAGE>

                              FINANCIAL HIGHLIGHTS

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>
                                                                         Year            Year           Year         Aug. 3,
                                                                        Ended           Ended          Ended            to   
                                                                       Nov. 30,        Nov. 30,       Nov. 30,       Nov. 30,
                                                                       --------        --------       --------       --------
                                                                         1997           1996           1995           1994
<S>                                                                    <C>            <C>            <C>             <C>
Net Asset Value, Beginning of Period  . . . . . . . . . . . . . .      $  14.67       $ 12.13        $  9.65         $10.00

Income from Investment Operations

   Net Investment Income . . . . . . . . . . . . . . . . . . . . .         0.08          0.08           0.06           0.11

   Net Gains (Losses) on Securities (Realized and Unrealized)  . .         4.77          2.51           2.63          (0.35)
                                                                       --------        ------        -------         ------
     Total from Investment Operations  . . . . . . . . . . . . . .         4.85          2.59           2.69          (0.24)
                                                                       --------        ------        -------         ------

Less Distributions

   Net Investment Income . . . . . . . . . . . . . . . . . . . . .        (0.07)        (0.01)         (0.06)         (0.11)

   Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . .        (0.25)        (0.04)         (0.15)            --  
                                                                       --------        ------        -------         ------

     Total Distributions . . . . . . . . . . . . . . . . . . . . .        (0.32)        (0.05)         (0.21)         (0.11)
                                                                       --------        ------        -------         ------

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . .     $  19.20       $ 14.67        $ 12.13         $ 9.65

Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . .        33.75%        21.39%         27.90%         (2.39)%#

Net Assets, End of Period (thousands). . . . . . . . . . . . . . .     $125,061       $40,637        $14,290         $6,055 

Ratio of Expenses to Average Net Assets (1). . . . . . . . . . . .         0.48%         0.85%(a)       0.96%(a)       0.96%*(a)

Ratio of Net Investment Income to Average Net Assets . . . . . . .         0.62%         0.77%(a)       0.68%(a)       4.78%*(a)

Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . .          N/A          N/A             N/A            N/A

Average Commission Rate. . . . . . . . . . . . . . . . . . . . . .          N/A          N/A             N/A            N/A

Portfolio Turnover Rate of Master Fund Series. . . . . . . . . . .        25.47%       14.91%          20.62%          8.22%(b)

Average Commission Rate of Master Fund Series (2). . . . . . . . .      $0.0645      $0.0658             N/A            N/A

</TABLE>
    
________________
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective 
     pro-rata share of its Master Fund Series.
   
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 
     30, 1997, 1996, 1995 and 1994 would have been 0.47%, 0.88%, 1.50% and 
     2.33%, respectively, and the ratios of net investment income to average 
     net assets for the periods ended November 30, 1997, 1996, 1995 and 1994 
     would have been 0.63%, 0.74%, 0.14% and 3.41%, respectively.
    
   
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal 
     years beginning after September 1, 1995.
    
   
(b)  Master Fund Series Turnover calculated for the year ended November 30,
     1994.
    

                                       4

<PAGE>

                                 THE PORTFOLIO
   
     The Portfolio, unlike many other investment companies which directly 
acquire and manage their own portfolio of securities, seeks to achieve its 
investment objective by investing all of its investable assets in the Series, 
an open-end, management investment company registered under the Investment 
Company Act of 1940 ("1940 Act"), having the same investment objective as the 
Portfolio. The investment objective of the Portfolio may not be changed 
without the affirmative vote of a majority of its outstanding shares and the 
investment objective of the Series may not be changed without the affirmative 
vote of a majority of its outstanding shares.  Shareholders of the Portfolio 
will receive written notice thirty days prior to any change in the investment 
objective of the Series.
    
     This prospectus describes the investment objective, policies and 
restrictions of the Portfolio and the Series.  (See "INVESTMENT OBJECTIVE AND 
POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE 
PORTFOLIO" for a description of the management and other expenses associated 
with the Portfolio's investment in the Series.  Other institutional 
investors, including other mutual funds, may invest in the Series, and the 
expenses of such other investors and, correspondingly, their returns may 
differ from those of the Portfolio.  Please contact the Trust at 1299 Ocean 
Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005 for information 
about the availability of investing in the Series other than through the 
Portfolio.  

     The shares of the Series will be offered to institutional investors for 
the purpose of increasing the funds available for investment, to reduce 
expenses as a percentage of total assets and to achieve other economies that 
might be available at higher asset levels.  For example, the Series might be 
able to place larger block trades at more advantageous prices and to 
participate in securities transactions of larger denominations, thereby 
reducing the relative amount of certain transaction costs in relation to the 
total size of the transaction.  Investment in the Series by other 
institutional investors offers potential benefits to the Series and, through 
its investment in the Series, also to the Portfolio.  However, economies and 
expense reductions might not be achieved and additional investment 
opportunities, such as increased diversification, might not be available if 
other institutions do not invest in the Series.  Also, if an institutional 
investor were to redeem its interest in the Series, the remaining investors 
in the Series could experience higher pro rata operating expenses, thereby 
producing lower returns, and the Series' security holdings may become less 
diverse, resulting in increased risk. Institutional investors that have a 
greater pro rata ownership interest in the Series than the Portfolio could 
have effective voting control over the operation of the Series.

     Further, if the Series changes its investment objective in a manner 
which is inconsistent with the investment objective of the Portfolio and the 
shareholders of the Portfolio fail to approve a similar change in the 
investment objective of the Portfolio, the Portfolio would be forced to 
withdraw its investment in the Series and either seek to invest its assets in 
another registered investment company with the same investment objective as 
the Portfolio, which might not be possible, or retain an investment advisor 
to manage the Portfolio's assets in accordance with its own investment 
objective, possibly at increased cost.  A withdrawal by the Portfolio of its 
investment in the Series could result in a distribution in kind of portfolio 
securities (as opposed to a cash distribution) to the Portfolio.  Should such 
a distribution occur, the Portfolio could incur brokerage fees or other 
transaction costs in converting such securities to cash in order to pay 
redemptions.  In addition, a distribution in kind to the Portfolio could 
result in a less diversified portfolio of investments and could affect 
adversely the liquidity of the Portfolio.  Moreover, a distribution in kind 
by the Series may constitute a taxable exchange for federal income tax  
purposes resulting in gain or loss to the Portfolio.  Any net capital gains 
so realized will be distributed to the Portfolio's shareholders as described 
in "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES" below.
   
     Finally, the Portfolio's investment in the shares of a registered 
investment company such as the Series is relatively new and results in 
certain operational and other complexities.  However, management believes 
that the benefits to be gained by shareholders outweigh the additional 
complexities and that the risks attendant to such investment are not 
inherently different from the risks of direct investment in securities of the 
type in which the Series invests.
    

                                       5

<PAGE>


                       INVESTMENT OBJECTIVE AND POLICIES

PORTFOLIO CHARACTERISTICS AND POLICIES
   
     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio pursues its objective by investing all 
of its assets in the Series, which has the same investment objective and 
policies as the Portfolio.  The Series seeks to achieve its objective by 
investing in common stocks of small U.S. companies which the Advisor believes 
to be value stocks at the time of purchase.  Securities are considered value 
stocks primarily because a company's shares have a high book value in 
relation to their market value (a "book to market ratio").  Generally, the 
shares of a company will be considered to have a high book to market ratio if 
the ratio equals or exceeds the ratios of any of the 30% of companies with 
the highest positive book to market ratios whose shares are listed on the 
NYSE, and, except as described below, will be considered eligible for 
investment.  In measuring value, the Advisor may consider additional factors 
such as cash flow, economic conditions and developments in the issuer's 
industry.  A company will be considered "small" if its market capitalization 
(i.e., the market price of its common stock multiplied by the number of 
outstanding shares) is less than the market capitalization of the NYSE-listed 
company with the median market capitalization of all such listed companies.
    
PORTFOLIO STRUCTURE
   
     The Series will operate as a diversified investment company.  Further, 
the Series will not invest more than 25% of its total assets in securities of 
companies in a single industry.  Ordinarily, at least 80% of the assets of 
the Series will be invested in a broad and diverse group of readily 
marketable common stocks of small U.S. companies with high book to market 
ratios, as described above.  The Series may invest a portion of its assets, 
ordinarily not more than 20%, in high quality, highly liquid fixed income 
securities, such as money market instruments, and short-term repurchase 
agreements.  The Series may invest in futures contracts and options on 
futures contracts.  To the extent that the Series invests in futures 
contracts for other than bona fide hedging purposes, it will not purchase 
futures contracts if more than 5% of the Series' total assets are then 
invested as initial margin deposits on such contracts or options.  The Series 
will purchase securities that are listed on the principal U.S. national 
securities exchanges and traded over-the-counter.
    
     The Series will be structured on a market capitalization basis, 
generally by basing the amount of each security purchased on the issuer's 
relative market capitalization, with a view to creating in the Series a 
reasonable reflection of the relative market capitalizations of its portfolio 
companies.  However, the Advisor may exclude the securities of a company that 
otherwise meets the applicable criteria described above if the Advisor 
determines, in its best judgment, that other conditions exist that make the 
inclusion of such security inappropriate. 

     Deviation from strict market capitalization weighting will also occur 
because the Series intends to purchase round lots only.  Furthermore, in 
order to retain sufficient liquidity, the relative amount of any security 
held by the Series may be reduced from time to time from the level which 
adherence to market capitalization weighting would otherwise require.  A 
portion, but generally not in excess of 20%, of the Series' assets may be 
invested in interest-bearing obligations, such as money-market instruments, 
for this purpose, thereby causing further deviation from market 
capitalization weighting.  Such investments would be made on a temporary 
basis pending investment in equity securities pursuant to the Series' 
investment objective.  The Series may make block purchases of eligible 
securities at opportune prices even though such purchases exceed the number 
of shares which, at the time of purchase, adherence to the policy of market 
capitalization weighting would otherwise require.  While such transactions 
might cause a temporary deviation from market capitalization weighting, they 
would ordinarily be made in anticipation of further growth of the assets of 
the Series.  

     Changes in the composition and relative ranking (in terms of market 
capitalization and book to market ratio) of the stocks which are eligible for 
purchase by the Series take place with every trade when the securities 
markets are open for trading due, primarily, to price fluctuations of such 
securities. On not less than a semi-annual basis, the Advisor will prepare a 
current list of small U.S. companies with high book to market ratios whose 
stock is 

                                       6
<PAGE>

eligible for investment.  Only common stocks whose market capitalizations are 
not more than the maximum on such list will be purchased by the Series.  
Additional investments will not be made in securities which have appreciated 
in value to such an extent that they are not then considered by the Advisor 
to be small companies.  This may result in further deviation from market 
capitalization weighting and such deviation could be substantial if a 
significant amount of the Series' holdings increase in value sufficiently to 
be excluded from the then current market capitalization requirement for 
eligible securities, but not by a sufficient amount to warrant their sale. 

     It is management's belief that the value stocks of small U.S. companies 
offer, over a long term, a prudent opportunity for capital appreciation but, 
at the same time, selecting a limited number of such issues for inclusion in 
the Series involves greater risk than including a large number of them.  The 
Advisor does not anticipate that a significant number of securities which 
meet the market capitalization criteria will be selectively excluded from the 
Series.

     The Series does not seek current income as an investment objective and 
investments will not be based upon an issuer's dividend payment policy or 
record.  However, many of the companies whose securities will be included in 
the Series do pay dividends.  It is anticipated, therefore, that the Series 
will receive dividend income.  

PORTFOLIO TRANSACTIONS
   
     The Series does not intend to purchase or sell securities based on the 
prospects for the economy, the securities markets or the individual issuers 
whose shares are eligible for purchase.  As described under "Portfolio 
Structure," investments will be made in virtually all eligible securities on 
a market capitalization weighted basis.
    

   
    

   
     Generally, securities will be purchased with the expectation that they 
will be held for longer than one year.  The Series may sell portfolio 
securities when the issuer's market capitalization increases to a level that 
substantially exceeds that of the issuer with the largest market 
capitalization which is then eligible for investment by the Series.  In 
addition, the Series may sell portfolio securities when their book to market 
ratio falls substantially below that of the security with the lowest such 
ratio that is then eligible for purchase by the Series.  While the Series 
anticipates that it will generally retain securities of issuers with 
relatively smaller market capitalizations for longer periods, despite any 
decrease in the issuer's book to market ratio, securities may be sold at any 
time when, in the Advisor's judgment, circumstances warrant their sale.  The 
annual portfolio turnover rates of the Series for the fiscal years ended 
November 30, 1996 and 1997, respectively, were 14.91% and 25.47%.
    
                                SECURITIES LOANS

     The Series is authorized to lend securities to qualified brokers, 
dealers, banks and other financial institutions for the purpose of earning 
additional income.  While the Series may earn additional income from lending 
securities, such activity is incidental to the Series' investment objective.  
The value of securities loaned may not exceed 33 1/3% of the value of the 
Series' total assets.  In connection with such loans, the Series will receive 
collateral consisting of cash or U.S. Government securities, which will be 
maintained at all times in an amount equal to at least 100% of the current 
market value of the loaned securities.  In addition, the Series will be able 
to terminate the loan at any time and will receive reasonable interest on the 
loan, as well as amounts equal to any dividends, interest or other 
distributions on the loaned securities.  In the event of the bankruptcy of 
the borrower, the Series could experience delay in recovering the loaned 
securities.  Management believes that this risk can be controlled through 
careful monitoring procedures.  The Portfolio is also authorized to lend its 
portfolio securities.  However, as long as it holds only shares of the 
Series, it will not do so.


                                       7


<PAGE>

                                  RISK FACTORS

SMALL COMPANY SECURITIES

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

BORROWING

     The Series has reserved the right to borrow amounts not exceeding 33% of 
its net assets for the purposes of making redemption payments.  When 
advantageous opportunities to do so exist, the Series may also purchase 
securities when borrowings exceed 5% of the value of its net assets.  Such 
purchases can be considered to be "leveraging," and, in such circumstances, 
the net asset value of the Series may increase or decrease at a greater rate 
than would be the case if the Series had not leveraged.  The interest payable 
on the amount borrowed would increase the Series' expenses and, if the 
appreciation and income produced by the investments purchased when the Series 
has borrowed are less than the cost of borrowing, the investment performance 
of the Series will be reduced as a result of leveraging. 

PORTFOLIO STRATEGIES

     The method employed by the Advisor to manage the Series differs from the 
process employed by many other investment advisors in that the Advisor will 
rely on fundamental analysis of the investment merits of securities to a 
limited extent to eliminate potential acquisitions rather than rely on this 
technique to select securities.  Further, because securities generally will 
be held long-term and will not be eliminated based on short-term price 
fluctuations, the Advisor generally will not act upon general market 
movements or short-term price fluctuations of securities to as great an 
extent as many other investment advisors.

REPURCHASE AGREEMENTS

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

FUTURES CONTRACTS AND OPTIONS ON FUTURES
   
     The Series also may invest in futures contracts and options on index 
futures.  To the extent that the Series invests in futures contracts and 
options thereon for other than bona fide hedging purposes, the Series will 
not enter into such transactions if, immediately thereafter, the sum of the 
amount of initial margin deposits and premiums paid for open futures options 
would exceed 5% of the Series' total assets, after taking into account 
unrealized profits and unrealized losses on such contracts it has entered 
into; provided, however, that, in the case of an option that is in-the-money 
at the time of purchase, the in-the-money amount may be excluded in 
calculating the 5%.  These investments entail the risk that an imperfect 
correlation may exist between changes in the market value of the stocks owned 
by the Series and the prices of such futures contracts and options, and, at 
times, the market for such contracts and options might lack liquidity, 
thereby inhibiting a Series' ability to close a position in such investments. 
Gains or losses on investments in options and futures depend on the 
direction of securities prices, interest rates and other economic factors, 
and the loss from investing in futures contracts is potentially unlimited.  
The Series' investment in futures and options are subject to special tax 
rules that may affect the amount, timing, and character of the income earned 
by the Series and the Portfolio's distributions.  (These special rules are 
discussed in the statement of additional information.)
    

                                       8
<PAGE>

                          MANAGEMENT OF THE PORTFOLIO

     The Advisor serves as investment advisor to the Series and, as such, is 
responsible for the management of its assets.  Investment decisions for the 
Series are made by the Investment Committee of the Advisor, which meets on a 
regular basis and also as needed to consider investment issues.  The 
Investment Committee is composed of certain officers and directors of the 
Advisor who are elected annually.  The Advisor provides the Series with a 
trading department and selects brokers and dealers to effect securities 
transactions.  

     Securities transactions are placed with a view to obtaining the best 
price and execution of such transactions.  The Advisor is authorized to pay a 
higher commission to a broker, dealer or exchange member than another such 
organization might charge if it determines, in good faith, that the 
commission paid is reasonable in relation to the research or brokerage 
services provided by such organization.
   
     For the fiscal year ended November 30, 1997, the Advisor received a fee 
for its advisory services to the Series equal to 0.20% of the average net 
assets of the Series and the total expenses of the Portfolio were 0.48% of 
its average net assets.
    

   
    

   
     The Portfolio and the Series each bears all of its own costs and 
expenses, including:  services of its independent accountants, legal counsel, 
brokerage commissions and transfer taxes in connection with the acquisition 
and disposition of portfolio securities, taxes, insurance premiums, costs 
incidental to meetings of its shareholders and directors or trustees, the 
cost of filing its registration statements under federal securities laws and 
the cost of any filings required under state securities laws, reports to 
shareholders, and transfer and dividend disbursing agency, administrative 
services and custodian fees.  Expenses allocable to the Portfolio or the 
Series are so allocated and expenses which are not allocable to the Portfolio 
and the Series are borne by the Portfolio and the Series on the basis of 
their 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 $26 billion.  David G. Booth and 
Rex A. Sinquefield (directors and officers of both the Fund and the Advisor, 
trustees and officers of the Trust and shareholders of the Advisor) may be 
deemed controlling persons of the Advisor.
    
     The Board of Directors is responsible for establishing Portfolio 
policies and for overseeing the management of the Portfolio.  Each of the 
Directors and officers of the Fund is also a Trustee and officer of the 
Trust.  The Directors of the Fund, including all of the disinterested 
Directors, have adopted written procedures to monitor potential conflicts of 
interest that might develop between the Portfolio and the Series.  The 
Portfolio's statement of additional information furnishes information about 
the Directors and officers of the Fund. (See "DIRECTORS AND OFFICERS" in the 
statement of additional information.)

ADMINISTRATIVE SERVICES
   
     The Fund has entered into an administration agreement with the Advisor 
on behalf of the Portfolio.  Pursuant to the administration agreement, the 
Advisor will perform various services, including:  supervision of the 
services provided by the Portfolio's custodian and dividend disbursing agent 
and others who provide services to the Fund for the benefit of the Portfolio; 
assisting the Fund to comply with the provisions of federal, state, local and 
foreign securities, tax and other laws applicable to the Portfolio; providing 
shareholders of record with information about the Portfolio and their 
investments as they or the Fund may request; assisting the Fund to conduct 
meetings of shareholders of record; furnishing information 
    

                                       9

<PAGE>

   
as the Board of Directors may require regarding the Series; and any other 
administrative services for the benefit of the Portfolio as the Board of 
Directors may reasonably request.  The Advisor also provides the Fund with 
office space and personnel.  The annual fee paid monthly by the Portfolio to 
the Advisor for administrative services is .01% of the Portfolio's average 
monthly net assets. The Advisor has agreed to waive its fee under the 
administration agreement and, to the extent that such waiver is insufficient, 
to assume expenses of the Portfolio to the extent necessary to keep the 
cumulative annual expenses to not more than 0.75% of the average net assets 
of the Portfolio on an annualized basis.  The Advisor retains the right in 
its sole discretion to modify or eliminate the waiver of a portion of its 
fees and assumption of expenses in the future.
    
   
     The Fund intends to enter into shareholder service agreements with 
certain Shareholder Services Agents on behalf of the Portfolio.  The 
Shareholder Services Agents ordinarily will include (i) with respect to 
participants in a 401(k) plan that invests in the Portfolio, the person 
designated to service the employer's plan, and (ii) institutions whose 
clients, customers or members invest in the Portfolio.  These services to be 
provided under the shareholder service agreements may include any of the 
following:  individual recordkeeping for 401(k) plan participants and 
clients, customers or members of institutions (collectively referred to 
herein as "Participants"); sending statements to Participants reflecting 
account activities such as purchases, redemptions and dividend payments; 
responding to Participant inquiries regarding their accounts; tax reporting 
with respect to dividends, distributions and redemptions; receiving, 
aggregating and processing Participant orders; and providing the Portfolio 
with information necessary for the Fund to comply with the state securities 
laws.  The fee paid by the Portfolio to the Shareholder Services Agent of 
each employer plan or institution is an annual rate of .10% of the aggregate 
daily value of all shares held in an account maintained by such Shareholder 
Services Agent, paid on a monthly basis.
    

                DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     The Portfolio intends to qualify each year as a regulated investment 
company under the Internal Revenue Code of 1986, as amended (the "Code"), so 
that it will not be liable for federal income taxes to the extent that its 
net investment income and net realized capital gains are distributed.  The 
Portfolio's policy is to distribute substantially all net investment income 
and any realized net capital gains annually in December after the close of 
the Fund's fiscal year on November 30.
   
     The Series also intends to qualify as a regulated investment company 
under the Code.  Special tax rules may apply in determining the income and 
gains that the Series earns on its investments.  Also, foreign governments 
may impose taxes on the income and gains from the Series' investments in 
foreign securities. These rules may, in turn, affect the amount of 
distributions that the Portfolio pays to its shareholders.
    
     Shareholders of the Portfolio will automatically receive all income 
dividends and any capital gains distributions in additional shares of the 
Portfolio at net asset value (as of the business date following the dividend 
record date).

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

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


                                      10


<PAGE>

income, whether received in cash or in additional shares. Dividends from net 
investment income will generally qualify in part for the corporate dividends 
received deduction, but the portion of dividends so qualified depends on the 
aggregate qualifying dividend income received by the Series from domestic 
(U.S.) sources.

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

     Dividends which are declared in December to shareholders of record but 
which, for operational reasons, may not be paid to the shareholder until the 
following January, will be treated for tax purposes as if paid by the 
Portfolio and received by the shareholder on December 31 of the calendar year 
in which they are declared.
   
     The sale of shares of the Portfolio is a taxable event and may result in 
a capital gain or loss to shareholders subject to tax.  Capital gain or loss 
may be realized from an ordinary redemption of shares or an exchange of 
shares of the Portfolio for shares of another portfolio of the Fund.  Any 
loss incurred on sale or exchange of the Portfolio's shares, held for six 
months or less, will be treated as a long-term capital loss to the extent of 
capital gain dividends received with respect to such shares.
    
   
     In addition to federal taxes, shareholders may be subject to state and 
local taxes on distributions from the Portfolio and on gains on redemption or 
exchange of Portfolio shares.
    
     The Portfolio is required to withhold 31% of taxable dividends, capital 
gains distributions, and redemptions paid to shareholders who have not 
complied with IRS taxpayer identification regulations.  You may avoid this 
withholding requirement by certifying on the account registration form your 
proper Taxpayer Identification Number and by certifying that you are not 
subject to backup withholding.

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

                               PURCHASE OF SHARES

     Shares of the Portfolio are sold only (i) to fund deferred compensation 
plans which are exempt from taxation under section 401(k) of the Code and 
(ii) to clients, customers or members of certain institutions.  Provided that 
shares of the Portfolio are available under an employer's plan or through an 
institution, shares may be purchased by following the procedures adopted by 
the respective employer or institution and approved by the Fund's management 
for making investments.  Shares are available through the Shareholder 
Services Agent designated under the employer's plan or by the institution.  
Investors who want to consider investing in the Portfolio should contact 
their employer or institution for details.  Institutions which purchase 
shares of the Portfolio for the accounts of their customers may impose 
separate charges on those customers for account services.  The Fund does not 
impose a minimum purchase requirement, but investors who wish to purchase 
shares of the Portfolio should determine whether their employer's plan or 
institution imposes a minimum transaction requirement.

                              VALUATION OF SHARES

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


                                      11


<PAGE>


fluctuate in relation to the investment experience of the Series.  Securities 
held by the Series which are listed on a securities exchange and for which 
market quotations are available are valued at the last quoted sale price of 
the day or, if there is no such reported sale, the Series values such 
securities at the mean between the most recent quoted bid and asked prices.  
Price information on listed securities is taken from the exchange where the 
security is primarily traded.  Unlisted securities for which market 
quotations are readily available are valued at the mean between the most 
recent quoted bid and asked prices.  The value of other assets and securities 
for which no quotations are readily available (including restricted 
securities) are determined in good faith at fair value in accordance with 
procedures adopted by the Board of Trustees of the Trust.    

     Provided that the Shareholder Services Agent has received the investor's 
investment instructions in good order and the Custodian has received the 
investor's payment, shares of the Portfolio will be priced at the net asset 
value calculated next after receipt of the order by PFPC Inc., the transfer 
agent for the Portfolio.  If an order to purchase shares must be canceled due 
to non-payment, the purchaser will be responsible for any loss incurred by 
the Fund arising out of such cancellation.  The Fund reserves the right to 
redeem shares owned by any purchaser whose order is canceled to recover any 
resulting loss to the Fund and may prohibit or restrict the manner in which 
such purchaser may place further orders.
   
     Management believes that any dilutive effective of the cost of investing 
the proceeds of the sale of the shares of the Portfolio will be minimal and, 
therefore, the shares of the Portfolio are currently sold at net asset value, 
without imposition of a fee that would be used to reimburse the Portfolio for 
such cost (a "reimbursement fee").  However, a reimbursement fee may be 
charged prospectively from time to time based upon the future experience of 
the Portfolio and the Series which would be used to defray the costs of 
investing in securities (such as brokerage commissions, taxes and other 
transaction costs). Any such charge will be described in the prospectus.
    
                                  DISTRIBUTION

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

                               EXCHANGE OF SHARES
   
     Provided such transactions are permitted under the employer's 401(k) 
plan or by the institution, investors may exchange shares of the Portfolio 
for those of the DFA International Value Portfolio II or the U.S. Large Cap 
Value Portfolio II by completing the necessary documentation as required by 
the Shareholder Services Agent designated under the employer's plan or by the 
institution.
    
     The exchange privilege is not intended to afford shareholders a way to 
speculate on short-term movements in the markets.  Accordingly, in order to 
prevent excessive use of the exchange privilege that may potentially disrupt 
the management of any of the portfolios or otherwise adversely affect the 
Fund, the exchange privilege may be terminated.  Exchanges will be accepted 
only if the Fund may issue the shares of the portfolio being acquired in 
compliance with the securities laws of the investor's state of residence.

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

     There is no fee imposed on an exchange.  However, the Fund reserves the 
right to impose an administrative fee in order to cover the costs incurred in 
processing an exchange.  Any such fee will be disclosed in the prospectus.  


                                     12

<PAGE>


An exchange is treated as a redemption and a purchase.  Therefore, an 
investor could realize a taxable gain or a loss on the transaction.  The Fund 
reserves the right to revise or terminate the exchange privilege or limit the 
amount of or reject any exchange, as deemed necessary, at any time.

                              REDEMPTION OF SHARES

     Investors who desire to redeem shares of the Portfolio must furnish a 
redemption request to the respective Shareholder Services Agent in the form 
required by such Shareholder Services Agent.  The Portfolio will redeem 
shares at the net asset value of such shares next determined after receipt of 
a request for redemption in good order. 

     Although the redemption payments will ordinarily be made within seven 
days after receipt, payment to investors redeeming shares which were 
purchased by check will not be made until the Fund can verify that the 
payments for the purchase have been, or will be, collected, which may take up 
to fifteen days or more.  Investors may avoid this delay by submitting a 
certified check along with the purchase order.
   
     The Fund reserves the right to redeem a shareholder's account if the 
value of the shares in the account is $500 or less, whether because of 
redemptions, a decline in the Portfolio's net asset value per share or any 
other reason. Before the Fund involuntarily redeems shares from such an 
account and sends the proceeds to the stockholder, the Fund will give written 
notice of the redemption to the stockholder at least sixty days in advance of 
the redemption date.  The stockholder will then have sixty days from the date 
of the notice to make an additional investment in the Portfolio in order to 
bring the value of the shares in the account to more than $500 and avoid such 
involuntary redemption.  The redemption price to be paid to a stockholder for 
shares redeemed by the Fund under this right will be the aggregate net asset 
value of the shares in the account at the close of business on the redemption 
date.
    
   
     When in the best interests of the Portfolio, the Portfolio may make a 
redemption payment, in whole or in part, by a distribution of portfolio 
securities that the Portfolio receives from the Series in lieu of cash in 
accordance with Rule 18f-1 under the 1940 Act.  Investors may incur brokerage 
charges and other transaction costs selling securities that were received in 
payment of redemptions.
    
                              GENERAL INFORMATION
   
     The Portfolio and the Series may disseminate reports of their investment 
performance from time to time.  Investment performance is calculated on a 
total return basis; that is by including all net investment income and any 
realized and unrealized net capital gains or losses during the period for 
which investment performance is reported.  If dividends or capital gains 
distributions have been paid during the relevant period, the calculation of 
investment performance will include such dividends and capital gains 
distributions as though reinvested in shares of the Portfolio.  Standard 
quotations of total return are computed in accordance with SEC Guidelines and 
are presented whenever any non-standard quotations are disseminated.  
Non-standardized total return quotations may differ from the SEC Guideline 
computations by covering different time periods.  In all cases, disclosures 
are made when performance quotations differ from the SEC Guidelines.  
Performance data is based on historical earnings and is not intended to 
indicate future performance.  Rates of return expressed on an annual basis 
will usually not equal the sum of returns expressed for consecutive interim 
periods due to the compounding of the interim yields. The Fund's annual 
report to shareholders of the Portfolio for the fiscal year ended November 
30, 1997, contains additional performance information.  A copy of the annual 
report is available upon request and without charge.
    
     The Fund was incorporated under Maryland law on March 19, 1990.  The 
shares of the Portfolio, when issued and paid for in accordance with the 
Portfolio's prospectus, will be fully paid and non-assessable shares, with 
equal, non-cumulative voting rights and no preferences as to conversion, 
exchange, dividends, redemptions or any other feature.  With respect to 
matters which require shareholder approval, shareholders are entitled to vote 
only 

                                     13


<PAGE>

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

     The DFA Investment Trust Company was organized as a Delaware business 
trust on October 27, 1992.  The Trust offers shares of its Series only to 
institutional investors in private offerings.  The Fund may withdraw the 
investment of the Portfolio in the Series at any time, if the Board of 
Directors of the Fund determines that it is in the best interests of the 
Portfolio to do so.  Upon any such withdrawal, the Board of Directors of the 
Fund would consider what action might be taken, including the investment of 
all of the assets of the Portfolio in another pooled investment entity having 
the same investment objective as the Portfolio or the hiring of an investment 
advisor to manage the Portfolio's assets in accordance with the investment 
policies described above.

     Whenever the Portfolio, as an investor in the Series, is asked to vote 
on a 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 Series in accordance 
with the voting instructions received from the Portfolio's shareholders.  The 
Directors of the Fund will vote shares of the Portfolio for which they 
receive no voting instructions in accordance with their best judgment.
   
     As of January 30, 1998, the following person owned more than 25% of the 
voting securities of the Portfolio:
    

<TABLE>
          <S>                                                        <C>
          BellSouth Corporation                                      100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ 07302
</TABLE>
          *Owner of record only

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


                                      14

<PAGE>

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

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

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103


<PAGE>

   
                                       
                       U.S. 6-10 VALUE PORTFOLIO II
    
                     DIMENSIONAL INVESTMENT GROUP INC.

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

                     STATEMENT OF ADDITIONAL INFORMATION

   
                                 MARCH 3, 1998
    

   
     This statement of additional information is not a prospectus but should 
be read in conjunction with the prospectus of U.S. 6-10 Value Portfolio II 
(the "Portfolio") of Dimensional Investment Group Inc. (the "Fund"), dated 
March 3, 1998, as amended from time to time, which can be obtained by writing 
or calling the Shareholder Services Agent for your employer's plan.
    
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                                          PAGE
<S>                                                                       <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . .    2

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

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

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

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS . . . . . . . . . . . . . . .    5

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

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

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

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

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

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

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

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .   10
</TABLE>
    

<PAGE>


                       INVESTMENT OBJECTIVE AND POLICIES
   
     The following information supplements the information set forth in the 
prospectus under the caption "INVESTMENT OBJECTIVE AND POLICIES" and applies 
to the U.S. 6-10 Value Series (the "Series") of The DFA Investment Trust 
Company (the "Trust").  
    
   
     Because the structure of the Series is based on the relative market 
capitalizations of eligible holdings, it is possible that the Series might 
include at least 5% of the outstanding voting securities of one or more 
issuers. In such circumstances, the Fund and the issuer would be deemed 
"affiliated persons" under the Investment Company Act of 1940 (the "1940 
Act") and certain requirements of the 1940 Act regulating dealings between 
affiliates might become applicable.  However, based on the present 
capitalizations of the groups of companies eligible for inclusion in the 
Series and the anticipated amount of the Series' assets intended to be 
invested in such securities, management does not anticipate that the Series 
will include as much as 5% of the voting securities of any issuer.
    
                             BROKERAGE TRANSACTIONS
   
     During the fiscal years ended November 30, 1995, 1996 and 1997, the 
Series paid brokerage commissions of $1,027,015, $2,754,009 and $4,591,853, 
respectively.  The substantial increases or decreases in the amount of 
brokerage commissions paid by the Series from year to year resulted from 
increases or decreases in the amount of securities that were bought and sold 
by the Series.
    
     Portfolio transactions of the Series will be placed with a view to 
receiving the best price and execution.  In addition, the Advisor will seek 
to acquire and dispose of securities in a manner which would cause as little 
fluctuation in the market prices of stocks being purchased or sold as 
possible in light of the size of the transactions being effected, and brokers 
will be selected with these goals in view.  The Advisor monitors the 
performance of brokers which effect transactions for the Series to determine 
the effect that their trading has on the market prices of the securities in 
which it invests. The Advisor also checks the rate of commission being paid 
by the Series to its brokers to ascertain that they are competitive with 
those charged by other brokers for similar services.  
   
     Transactions also may be placed with brokers who provide the Advisor 
with investment research, such as reports concerning individual issuers, 
industries and general economic and financial trends and other research 
services.  The Investment Management Agreement of the Series permits the 
Advisor knowingly to pay commissions on these transactions which are greater 
than another broker might charge if the Advisor, in good faith, determines 
that the commissions paid are reasonable in relation to the research or 
brokerage services provided by the broker or dealer when viewed in terms of 
either a particular transaction or the Advisor's overall responsibilities to 
the accounts under its management.  During fiscal year 1997, the Series paid 
commissions for securities transactions to brokers which provided market 
price monitoring services, market studies and research services to the Series 
of $1,899,654 with respect to securities transactions valued at $453,009,643. 
 Research services furnished by brokers through whom securities transactions 
are effected may be used by the Advisor in servicing all of its accounts and 
not all such services may be used by the Advisor with respect to the Series.  
    
     The over-the-counter ("OTC") companies eligible for purchase by the 
Series are thinly traded securities.  Therefore, the Advisor believes it 
needs maximum flexibility to effect OTC trades on a best execution basis.  To 
that end, the Advisor places buy and sell orders with market makers, third 
market brokers, Instinet and with dealers on an agency basis when the Advisor 
determines that the securities may not be available from other sources at a 
more favorable price.  Third market brokers enable the Advisor to trade with 
other institutional holders directly on a net basis.  This allows the Advisor 
sometimes to trade larger blocks than would be possible by going through a 
single market maker.

     The Advisor places buy and sell orders on Instinet when the Advisor 
determines that the securities may not be available from other sources at a 
more favorable price.  Instinet is an electronic information and 


                                       2

<PAGE>

communication network whose subscribers include most market makers as well as 
many institutions.  Instinet charges a commission for each trade executed on 
its system.  On any given trade, the Series, by trading through Instinet, 
would pay a spread to a dealer on the other side of the trade plus a 
commission to Instinet.  However, placing a buy (or sell) order on Instinet 
communicates to many (potentially all) market makers and institutions at 
once.  This can create a more complete picture of the market and thus 
increase the likelihood that the Series can effect transactions at the best 
available prices.
   
     The Portfolio will not incur any brokerage or other costs in connection 
with its purchase or redemption of shares of the Series, except if the 
Portfolio receives securities from the Series to satisfy the Portfolio's 
redemption request.
    
                             INVESTMENT LIMITATIONS

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

     The Portfolio will not:  

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

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

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

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

     (5) borrow, except from banks as a temporary measure for extraordinary 
or emergency purposes and then, in no event, in excess of 33% of its net 
assets, or pledge not more than 33% of such assets to secure such loans; 

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

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

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

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

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


                                       3
<PAGE>
     (11) invest more than 5% of its total assets in securities of companies
which have (with predecessors) a record of less than three years' continuous
operation; 

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

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

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

     (15) purchase securities on margin or sell short; 
   
     (16) acquire more than 10% of the voting securities of any issuer, provided
that this limitation applies only to 75% of the assets of the Portfolio; or
    
   
     (17) issue senior securities (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent permitted by the 1940 Act.
    

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

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

     Although (2) above prohibits cash loans, the Portfolio is authorized to
lend portfolio securities.  Inasmuch as the Portfolio will only hold shares of
the Series, the Portfolio does not intend to lend those shares.
   
     Pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act"),
the Series may purchase certain unregistered (i.e. restricted) securities upon a
determination that a liquid institutional market exists for the securities.  If
it is decided that a liquid market does exist, the securities will not be
subject to the Series' limitations on holdings of illiquid securities stated in
(7) above.  While maintaining oversight, the Board of Trustees of the Trust has
delegated the day-to-day function of making liquidity determinations to the
Advisor.  For Rule 144A securities to be considered liquid, there must be at
least two dealers making a market in such securities.  After purchase, the Board
of Trustees and the Advisor will continue to monitor the liquidity of Rule 144A
securities.
    
     Although the Series has retained authority to buy and sell financial
futures contracts and options thereon, it has no present intention to do so.

   
     Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the Series owns, and does not include assets which the
Series does not own but over which it has effective control.  For example, when
applying a percentage investment limitation that is based on total assets, the
Series will exclude from its total assets those assets which represent
collateral received by the Series for its securities lending transactions.
    
                                      4

<PAGE>

   
     Unless otherwise indicated, all limitations applicable to the 
Portfolio's and Series' investments apply only at the time that a transaction 
is undertaken. Any subsequent change in the percentage of the Portfolio's or 
Series' assets invested in certain securities or other instruments resulting 
from market fluctuations or other changes in the Portfolio's or Series' total 
assets will not require the Portfolio or Series to dispose of an investment 
until the Advisor determines that it is practicable to sell or close out the 
position without undue market or tax consequences.
    
                                  FUTURES CONTRACTS
   
     The Series is authorized to enter into futures contracts and options on
futures contracts for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions.  Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of defined
securities at a specified future time and at a specified price.  Futures
contracts which are standardized as to maturity date and underlying financial
instrument are traded on national futures exchanges.  The Series will be
required to make a margin deposit in cash or government securities with a broker
or custodian to initiate and maintain positions in futures contracts.  Minimal
initial margin requirements are established by the futures exchange and brokers
may establish margin requirements which are higher than the exchange
requirements.  After a futures contract position is opened, the value of the
contract is marked to market daily.  If the futures contract price changes, to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required.  Conversely,
reduction in the contract value may reduce the required margin resulting in a
repayment of excess margin to the Series.  Variation margin payments are made to
and from the futures broker for as long as the contract remains open.  The
Series expects to earn income on its margin deposits.  To the extent that the
Series invests in futures contracts and options thereon for other than bona fide
hedging purposes, the Series will not enter into such transaction if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' total
assets, after taking into account unrealized profits and unrealized losses on
such contracts it has entered into; provided, however, that in the case of an
option that is in-the-money at the time of purchase the in-the-money amount may
be excluded in calculating the 5%.  Pursuant to published positions of the
Securities and Exchange Commission (the "Commission"), the Series may be
required to maintain segregated accounts consisting of liquid assets such as
cash, U.S. government securities, or other high grade debt obligations (or, as
permitted under applicable regulation, enter into offsetting positions) in
connection with its futures contract transactions in order to cover its
obligations with respect to such contracts.
    

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

                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions the Series has identified as hedging transactions,
the Series is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during
the year.  In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term gain or loss and 40% short-term
capital gain or loss, without regard to the holding period of the contract. 
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by the Series may affect the holding
period of such securities and, consequently, the nature of the gain or loss on
such securities upon disposition.

                                      5

<PAGE>

   
     In order for the Series to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities and other income derived with respect to the Series' business of
investing in securities.  It is anticipated that any net gain realized from
closing futures contracts will be considered gain from the sale of securities
and, therefore, constitute qualifying income for purposes of the 90%
requirement.  The Series will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes
(including unrealized gains at the end of the Series' fiscal year) on futures
transactions.  Such distributions will be combined with distributions of capital
gains realized on the Series' other investments.
    

                                DIRECTORS AND OFFICERS
   
     The names, addresses and dates of birth of the directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years is set forth below.
    

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

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

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

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

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

                                      6

<PAGE>
   
     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner,
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor
Emeritus of Finance, Graduate School of Business and Professor of Law, Law
School, Senior Research Fellow, Hoover Institution, (all) Stanford University. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment Dimensions
Group Inc., Dimensional Emerging Markets Fund Inc., Benham Capital Management
Group of Investment Companies and Smith Breeden Group of Investment Companies.
    

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

*Interested Director of the Fund.

OFFICERS

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

   
     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.
    

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

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

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

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

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

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

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

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

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

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

                                      7

<PAGE>

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

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

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

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

     Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
   
     Directors and officers as a group own less than 1% of the Portfolio's
outstanding stock.
    

   
     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    
<TABLE>
<CAPTION>
                                                                    Total
                                            Aggregate         Compensation from
                                           Compensation             Fund
Director                                    from Fund          and Fund Complex
- --------                                 ---------------      -----------------
<S>                                           <C>                  <C>
George M. Constantinides                      $5,000               $30,000
John P. Gould                                 $5,000               $30,000
Roger G. Ibbotson                             $5,000               $30,000
Merton H. Miller                              $5,000               $30,000
Myron S. Scholes                              $5,000               $30,000
</TABLE>

   
    

                               ADMINISTRATIVE SERVICES

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

                                  OTHER INFORMATION
   
     For the services it provides as investment advisor to the Series, the
Advisor is paid a monthly fee calculated as a percentage of average net assets
of the Series.  For the fiscal years ended November 30, 1995, 1996 and 1997, the
Series paid advisory fees of $976,000, $1,933,000 and, $3,534,000, respectively.
The Series has more than one investor; this dollar amount represents the total
dollar amount of advisory fees paid by the Series to the Advisor.
    

     The Fund was known as DFA U.S. Large Cap Inc. from February, 1992, until
the Fund amended its Articles of Incorporation in April, 1993, to change to its
present name.  Prior to a February, 1992, amendment

                                      8

<PAGE>

   
to the Fund's Articles of Incorporation, the Fund was known as DFA U.S. Large 
Cap Portfolio Inc.  Until August 1, 1997, the Portfolio was known as U.S. 
Small Cap Value Portfolio II, and the Series was known as the DFA U.S. Small 
Cap Value Series.
    

     PNC Bank, N.A. serves as the custodian for the Portfolio and the Series. 
The custodian maintains a separate account or accounts for the Portfolio and
Series; receives, holds and releases portfolio securities on account of the
Portfolios and Series; makes receipts and disbursements of money on behalf of
the Portfolios and Series; and collects and receives income and other payments
and distributions on account of the Portfolio's and Series' portfolio
securities.

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the
Fund's financial statements on an annual basis.


                           PRINCIPAL HOLDERS OF SECURITIES
   
     As of January 30, 1998, the following person beneficially owned 5% or more
of the outstanding stock of the Portfolio, as set forth below:
    
          BellSouth Corporation                                             100%
          Bankers Trust Company as Trustee*
          34 Exchange Place
          Jersey City, NJ  07302

          * Owner of record only

                                  PURCHASE OF SHARES

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

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

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

                                 REDEMPTION OF SHARES

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

   
     The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the 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
    

                                      9

<PAGE>

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

   
    

                           CALCULATION OF PERFORMANCE DATA
   
     Following are quotations of the annualized percentage total returns for the
one-, five-, and ten-year periods ended November 30, 1997 (as applicable) using
the standardized method of calculation required by the Commission.

               ONE YEAR       FIVE YEARS          TEN YEARS
               --------       ----------          ---------
                                33.59%         (39 mos.)             n/a

23.14%

    

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

P(1 + T)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 required
by the Commission, the Portfolio and Series may disseminate other performance
data
    

                                      10

<PAGE>

   
and may advertise total return calculated on a monthly basis.
    

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

                                 FINANCIAL STATEMENTS

   
     The audited financial statements and financial highlights of the Portfolio
for the Fund's fiscal year ended November 30, 1997, as set forth in the Fund's
annual report to shareholders of the Portfolio, and the report thereon of
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, are
incorporated herein by reference.
    

   
     The audited financial statements of the Series for the Trust's fiscal year
ended November 30, 1997, as set forth in the Trust's annual report to
shareholders, and the report thereon of Coopers & Lybrand L.L.P., independent
accountants, also appearing therein, are incorporated herein by reference.
    

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

                                      11

<PAGE>

                                     PROSPECTUS
   
                                   MARCH 3, 1998
    
                     RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
                 RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
                       RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
                                          
                                          
     This prospectus describes RWB/DFA TWO-YEAR CORPORATE FIXED INCOME 
PORTFOLIO and RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO (collectively, the "Fixed 
Income Portfolios") and RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO (together 
with the Fixed Income Portfolios, the "Portfolios"), each a series of shares 
issued by Dimensional Investment Group Inc. (the "Fund"), 1299 Ocean Avenue, 
11th floor, Santa Monica, California 90401, (310) 395-8005.  Each Portfolio 
is an open-end, management investment company whose shares are offered, 
without a sales charge, to clients of Reinhardt Werba Bowen Advisory Services 
("RWBAS"). 

     The Fund issues thirteen series of shares, each of which represents a 
separate class of the Fund's common stock, having its own investment 
objective and policies.  This prospectus relates to three series of shares.  
The investment objective of RWB/DFA U.S. High Book to Market Portfolio is to 
achieve long-term capital appreciation.  The investment objective of RWB/DFA 
Two-Year Corporate Fixed Income Portfolio is to maximize total returns 
consistent with the preservation of capital and the investment objective of 
RWB/DFA Two-Year Government Portfolio is to maximize total returns available 
from the universe of debt obligations of the U.S. government and U.S. 
government agency obligations and consistent with preservation of capital.    

     THE RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO, UNLIKE MANY OTHER 
INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF 
SECURITIES, SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS 
INVESTABLE ASSETS IN THE SHARES OF U.S. LARGE CAP VALUE SERIES ("U.S. LARGE 
CAP VALUE SERIES") OF THE DFA INVESTMENT TRUST COMPANY (THE "TRUST"), AN 
OPEN-END, MANAGEMENT INVESTMENT COMPANY.  U.S. LARGE CAP VALUE SERIES HAS THE 
SAME INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS AS THE RWB/DFA U.S. HIGH 
BOOK TO MARKET PORTFOLIO.  THE INVESTMENT EXPERIENCE OF THE PORTFOLIO WILL 
CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF U.S. LARGE CAP VALUE 
SERIES. INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH.  FOR 
ADDITIONAL INFORMATION, SEE "SPECIAL INFORMATION ABOUT THE RWB/DFA U.S. HIGH 
BOOK TO MARKET PORTFOLIO."

   
     This prospectus sets forth information about the Portfolios that 
prospective investors should know before investing and should be read 
carefully and retained for future reference.  A statement of additional 
information about the Portfolios, dated March 3, 1998, as amended from time 
to time, which is incorporated herein by reference, has been filed with the 
Securities and Exchange Commission and is available upon request, without 
charge, by writing or calling the Fund at the above address or telephone 
number.
    
                                           

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY 

<PAGE>

OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

<PAGE>

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

CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . .  4

SPECIAL INFORMATION ABOUT THE RWB/DFA U.S. HIGH BOOK TO MARKET
     PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO -
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . .  9
     Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .  9
     Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 10

INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS . . . . . . . . 10
     RWB/DFA Two-Year Corporate Fixed Income Portfolio . . . . . . . . . . . 10
     RWB/DFA Two-Year Government Portfolio . . . . . . . . . . . . . . . . . 11
     Description of Investments. . . . . . . . . . . . . . . . . . . . . . . 11
     Investments in the Banking Industry . . . . . . . . . . . . . . . . . . 12
     Portfolio Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     Portfolio Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     Futures Contracts and Options on Futures. . . . . . . . . . . . . . . . 14
     Banking Industry Concentration. . . . . . . . . . . . . . . . . . . . . 15
     Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 15

MANAGEMENT OF THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . 15
     Administrative Services . . . . . . . . . . . . . . . . . . . . . . . . 16
     Client Service Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 16

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . 17

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>
    

<PAGE>

                                      HIGHLIGHTS


     This prospectus relates to three separate Portfolios of the Fund.  Each 
Portfolio, in effect, represents a separate mutual fund with its own 
investment objective and policies.  The investment objective of each 
Portfolio is a fundamental policy and may not be changed without the 
affirmative vote of a majority of its outstanding securities.  Clients of 
RWBAS may choose to invest in one or more of the Portfolios.  Proceeds from 
the sale of shares of a Portfolio will be invested in accordance with that 
Portfolio's investment objective and policies.  

   
INVESTMENT OBJECTIVE - RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO         PAGE 8
    

     The investment objective of the Portfolio is to achieve long-term 
capital appreciation.  The Portfolio will invest all of its assets in the 
U.S. Large Cap Value Series of the Trust, which in turn will invest in the 
common stocks of U.S. companies that are value stocks, primarily because they 
have a high book value in relation to their market value.  The U.S. Large Cap 
Value Series will purchase common stocks of companies whose market 
capitalizations equal or exceed that of a company having the median market 
capitalization of companies whose shares are listed on the New York Stock 
Exchange (the "NYSE").  (See "RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO - 
INVESTMENT OBJECTIVE AND POLICIES.")

   
INVESTMENT OBJECTIVE - 
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO                        PAGE 11
    

     The investment objective of the Portfolio is to maximize total returns 
consistent with the preservation of capital.  Generally, the Portfolio will 
acquire high quality obligations which mature within two years from the date 
of settlement.  In addition, the Portfolio intends to concentrate investments 
in the banking industry under certain circumstances.  (See "FIXED INCOME 
PORTFOLIOS - INVESTMENT OBJECTIVES AND POLICIES" and "Investments in the 
Banking Industry.")

INVESTMENT OBJECTIVE - RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO             PAGE 11

     The investment objective of the Portfolio is to maximize total returns 
available from the universe of debt obligations of the U.S. government and 
U.S. government agencies and consistent with preservation of capital.  
Generally, the Portfolio will acquire U.S. government obligations and U.S. 
government agency obligations that mature within two years from the date of 
settlement and repurchase agreements.  (See "FIXED INCOME PORTFOLIOS 
- -INVESTMENT OBJECTIVES AND POLICIES.")

RISK FACTORS                                                             PAGE 14

     The RWB/DFA U.S. High Book to Market Portfolio (indirectly through its 
investments in the U.S. Large Cap Value Series) and the Fixed Income 
Portfolios may invest in financial futures contracts and options thereon.  
The RWB/DFA Two-Year Corporate Fixed Income Portfolio is authorized to invest 
in dollar-denominated obligations of U.S. subsidiaries and branches of 
foreign banks and dollar-denominated obligations of foreign issuers traded in 
the U.S. The RWB/DFA Two-Year Corporate Fixed Income Portfolio is authorized 
to concentrate investments in the banking industry in certain circumstances.  
Each Portfolio is authorized to invest in repurchase agreements.  Those 
policies and the policy of the RWB/DFA U.S. High Book to Market Portfolio to 
invest in the shares of the U.S. Large Cap Value Series of the Trust involve 
certain risks. (See "RISK FACTORS.")


                                      1

<PAGE>

MANAGEMENT AND ADMINISTRATIVE SERVICES                                   PAGE 15

     Dimensional Fund Advisors Inc. (the "Advisor") provides each Portfolio 
with administrative services and also serves as investment advisor to the 
Fixed Income Portfolios and the U.S. Large Cap Value Series of the Trust. 
RWBAS serves as client service agent to each Portfolio.  (See "MANAGEMENT OF 
THE PORTFOLIOS.")

   
DIVIDEND POLICY                                                          PAGE 17
    

     The RWB/DFA U.S. High Book to Market Portfolio and the Fixed Income 
Portfolios distribute dividends from their net investment income quarterly. 
Each of the Portfolios will make any distributions from realized net capital 
gains on an annual basis.  (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND 
TAXES.")
   
PURCHASE, VALUATION AND REDEMPTION OF SHARES                             PAGE 18
    
     The shares of the Portfolios are offered at net asset value, which is
calculated as of the close of the NYSE on each day that the NYSE is open for
business.  The value of the RWB/DFA U.S. High Book to Market Portfolio's shares
will fluctuate in relation to the investment experience of the U.S. Large Cap
Value Series.  The redemption price of a share of each Portfolio is equal to its
net asset value.  (See "PURCHASE OF SHARES" and "REDEMPTION OF SHARES.")


                                      2

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

          None*
   
     Except as indicted below, the expenses in the following tables are based 
on those incurred by the Portfolios and the U.S. Large Cap Value Series, in 
the case of RWB/DFA U.S. High Book to Market Portfolio, for the fiscal year 
ended November 30, 1997.  
    

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
     RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO(1)
          Management Fee                           0.10%
          Administration Fee                       0.01%
          Other Expenses                           0.25%
          Total Operating Expenses                 0.36%

     RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO(2)(3)
          Management Fee                           0.15%
          Other Expenses                           0.17%
          Total Operating Expenses                 0.32%

     RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO(2)(3)
          Management Fee                           0.15%
          Other Expenses                           0.22%
          Total Operating Expenses                 0.37%
    

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

     (1)The "Management Fee" is payable by the U.S. Large Cap Value Series and
     the "Administration Fee" is payable by the RWB/DFA U.S. High Book to Market
     Portfolio.  The amount set forth in "Other Expenses" represents the
     aggregate amount that is payable by both the Series and the Portfolio, and
     also includes a client services fee of 0.09% payable by the RWB/DFA U.S.
     High Book to Market Portfolio to RWBAS.
   
     (2)A client services fee of 0.03% was payable by the Fixed Income
     Portfolios to RWBAS; however, RWBAS waived its fee through December 31,
     1996.  Absent such waiver by RWBAS, the estimated annualized ratio of total
     operating expenses to average net assets for the fiscal year ended November
     30, 1997 would have been 0.35% for RWB/DFA Two-Year Corporate Fixed Income
     Portfolio and 0.38% for RWB/DFA Two-Year Government Portfolio.

     (3)Prior to November 30, 1997, the RWB/DFA Two-Year Corporate Fixed Income
     Portfolio invested all of its assets in DFA Two-Year Corporate Fixed Income
     Series of the Trust and the RWB/DFA Two-Year Government Portfolio invested
     all of its assets in DFA Two-Year Government Series of the Trust. 
     Beginning March 2, 1998, the client service fee of 0.03% payable to RWBAS
     will increase to 0.04% reflecting the elimination of the Administration Fee
     of 0.01% previously paid when the Portfolios invested in the Series.  The
     above figures have been restated to reflect the estimated annualized
     operating expenses of the Fixed Income Portfolios as though each Portfolio
     had invested its assets directly in the underlying securities held by the
     Series during the fiscal year ended November 30, 1997.
    


                                      3

<PAGE>

EXAMPLE

     You would pay the following transaction and annual operating expenses on 
a $1,000 investment in each Portfolio, assuming a 5% annual return over each 
of the following time periods and redemption at the end of each time period:

   
<TABLE>
<CAPTION>

                                                     1 Year    3 Years   5 Years   10 Years
                                                     ------    -------   -------   --------
<S>                                                    <C>       <C>       <C>       <C>
RWB/DFA U.S. High Book to Market Portfolio             $4        $12       $20       $46
RWB/DFA Two-Year Corporate Fixed Income Portfolio      $3        $11       $19       $43
RWB/DFA Two-Year Government Portfolio                  $4        $12       $21       $47
</TABLE>
    

   
     The purpose of the above fee table and Example is to assist investors in 
understanding the various costs and expenses that an investor in the 
Portfolios will bear directly or indirectly.  THE EXAMPLE SHOULD NOT BE 
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY 
BE GREATER OR LESSER THAN THOSE SHOWN.
    

     With respect to the RWB/DFA U.S. High Book to Market Portfolio, the 
table summarizes the aggregate estimated annual operating expenses of both 
the Portfolio and the U.S. Large Cap Value Series.  (See "MANAGEMENT OF THE 
PORTFOLIOS" for a description of Portfolio and Series expenses.)  The Board 
of Directors of the Fund has considered whether such expenses will be more or 
less than they would be if such Portfolio were to invest directly in the 
securities held by the U.S. Large Cap Value Series.  The aggregate amount of 
expenses for the Portfolio and its corresponding Series may be greater than 
it would be if the Portfolio were to invest directly in the securities held 
by its corresponding Series.  However, the total expense ratios for the 
Portfolio and its corresponding Series are expected to be less over time than 
such ratios would be if the Portfolio were to invest directly in the 
underlying securities. This is because this arrangement enables institutional 
investors, including the Portfolio, to pool their assets, which may be 
expected to result in economies by spreading certain fixed costs over a 
larger asset base.  Each shareholder in the U.S. Large Cap Value Series, 
including the RWB/DFA U.S. High Book to Market Portfolio, will pay its 
proportionate share of the expenses of the Series.

   
    
                               
                                      4

<PAGE>

                           CONDENSED FINANCIAL INFORMATION

   
     The following financial highlights are part of the audited financial 
statements of each Portfolio.  The information for the fiscal year ended 
November 30, 1997 has been audited by independent accountants.  The financial 
statements, related notes and the report of the independent accountants 
covering such financial information and financial highlights for the 
Portfolios' fiscal year ended November 30, 1997, are incorporated by 
reference into the Portfolios' statement of additional information from the 
Fund's annual report to shareholders for the year ended November 30, 1997.  
Further information about the Portfolios' performance is contained in the 
Fund's annual report to shareholders of the Portfolios for the year ended 
November 30, 1997.  A copy of the annual report may be obtained from the Fund 
upon request at no charge.
    

                                      5

<PAGE>
   
                     RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
                                          
                                FINANCIAL HIGHLIGHTS
                                          
                                          
                  (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
                                          
<TABLE>
<CAPTION>
                                                                                                YEAR          JUNE 7,
                                                                                               ENDED            TO
                                                                                              NOV. 30,        NOV. 30,
                                                                                               1997            1996
                                                                                              -------         --------
<S>                                                                                           <C>            <C>
Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . . . . . . . . . .      $10.77         $10.00
                                                                                            
INCOME FROM INVESTMENT OPERATIONS
                                                                                          
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.20           0.08
                                                                                            
  Net Gains (Losses) on Securities (Realized and Unrealized)  . . . . . . . . . . . . . .        2.45           0.72
                                                                                            
  Total from Investment Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.65           0.80
                                                                                            
LESS DISTRIBUTIONS
                                                                                          
  Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.20)         (0.03)
                                                                                          
  Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.10)           -- 
                                                                                          
  Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.30)         (0.03)
                                                                                          
Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $13.12         $10.77
                                                                                          
Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      25.01%         8.06%#
                                                                                          
Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . . . . . . . . .    $128,484       $ 40,708
                                                                                          
Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . . . . . . . . . .       0.36%         0.71%*
</TABLE>
    
                                                

                                      6

<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                YEAR          JUNE 7,
                                                                                               ENDED            TO
                                                                                              NOV. 30,        NOV. 30,
                                                                                               1997            1996
                                                                                              -------         --------
<S>                                                                                            <C>            <C>
Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . . . . . . . . . .      1.76%          2.70%*
                                                                                            
Portfolio Turnover Rate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       N/A             N/A
                                                                                            
Average Commission Rate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       N/A             N/A
                                                                                            
Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . . . . . . . . . .     17.71%        20.12%(a)
                                                                                            
Average Commission Rate of Master Fund Series (2) . . . . . . . . . . . . . . . . . . . .    $0.0494       $0.0499(a)
</TABLE>

_____________________
*Annualized
#Non-Annualized
(1)  Represents the combined ratio for the Portfolio and its respective pro-rata
     share of its Master Fund Series.
(2)  Computed by dividing the total amount of brokerage commissions paid by the
     total shares of investment securities purchased and sold during the period
     for which commissions were charged, as required by the SEC for fiscal years
     beginning after September 1, 1995.
     (a)  Items calculated for the year ended November 30, 1996.
    


                                      7

<PAGE>

                 RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
                                          
                                FINANCIAL HIGHLIGHTS
                                          
                  (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
<TABLE>
<CAPTION>
                                                                                    YEAR            JUNE 7,     
                                                                                    ENDED              TO      
                                                                                   NOV. 30,          NOV. 30,    
                                                                                    1997              1996     
                                                                                   --------          --------
<S>                                                                                <C>               <C>
 Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . . . .      $10.24            $10.00
                                                                                  --------          --------
 INCOME FROM INVESTMENT OPERATIONS
   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.57              0.26
   Net Gains (Losses) on Securities (Realized and Unrealized)  . . . . . . . .       (0.01)             0.11
                                                                                  --------          --------
     Total from Investment Operations  . . . . . . . . . . . . . . . . . . . .        0.56              0.37
                                                                                  --------          --------
 LESS DISTRIBUTIONS
   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.56)            (0.13)
   Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.01)               --
                                                                                  --------          --------
   Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.57)            (0.13)
                                                                                  --------          --------
 Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . . . .      $10.23            $10.24
                                                                                  --------          --------
 Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5.79%             3.69%#
 Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . . .    $153,772          $122,807     
 Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . . . .        0.34%(a)          0.31%*(a)
 Ratio of Net Investment Income to Average Net Assets  . . . . . . . . . . . .        5.83%(a)          5.72%*(a)
 Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .         N/A               N/A
 Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . . . .      147.78%            81.97%*
</TABLE>
    

                                       8

<PAGE>

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

   
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratios of expenses to average net assets for the periods ended November 30,
     1997 and 1996 would have been 0.35%, and 0.34%, respectively and the ratios
     of net investment income to average net assets for the periods ended
     November 30, 1997 and 1996 would have been 5.82% and 5.69%, respectively.
    

                                       9

<PAGE>

                       RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
                                          
                                FINANCIAL HIGHLIGHTS
                                          
                  (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
                                          

   
<TABLE>
<CAPTION>
                                                                                    YEAR            JUNE 7,     
                                                                                    ENDED              TO      
                                                                                   NOV. 30,          NOV. 30,    
                                                                                    1997              1996     
                                                                                   --------          --------
<S>                                                                              <C>               <C>
 Net Asset Value, Beginning of Period  . . . . . . . . . . . . . . . . . . . .   $   10.23         $   10.00
                                                                                  --------          --------
 INCOME FROM INVESTMENT OPERATIONS
   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . .        0.54              0.26
   Net Gains (Losses) on Securities (Realized and  Unrealized) . . . . . . . .        0.01              0.10
                                                                                  --------          --------
     Total from Investment Operations. . . . . . . . . . . . . . . . . . . . .        0.55              0.36
                                                                                  --------          --------
 LESS DISTRIBUTIONS
   Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.53)            (0.13)
   Net Realized Gains  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.05)               --
                                                                                  --------          --------
   Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (0.58)            (0.13)
                                                                                  --------          --------
 Net Asset Value, End of Period  . . . . . . . . . . . . . . . . . . . . . . .   $   10.20         $   10.23
                                                                                  --------          --------
 Total Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5.58%             3.60%#
 Net Assets, End of Period (thousands) . . . . . . . . . . . . . . . . . . . .    $131,066          $104,644
                                                                                  --------          --------
 Ratio of Expenses to Average Net Assets (1) . . . . . . . . . . . . . . . . .        0.37%(a)          0.38%*(a)
 Ratio of Net Investment Income to Average Net Assets. . . . . . . . . . . . .        5.53%(a)          5.81%*(a)
 Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .         N/A               N/A
 Portfolio Turnover Rate of Master Fund Series . . . . . . . . . . . . . . . .      153.67%           200.59%*
</TABLE>
    

                                       10

<PAGE>

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

   
(a)  Had certain waivers and assumptions of expenses not been in effect, the
     ratio of expenses to average net assets for the periods ended November 30,
     1997 and 1996 would have been 0.38% and 0.41% and the ratios of net
     investment income to average net assets for the periods ended November 30,
     1997 and 1996 would have been 5.52% and 5.78%.
    

                                      11

<PAGE>

       SPECIAL INFORMATION ABOUT THE RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO

   
     The RWB/DFA U.S. High Book to Market Portfolio, unlike many other
investment companies which directly acquire and manage their own portfolio of
securities, seeks to achieve its investment objective by investing all of its
investable assets in the U.S. Large Cap Value Series of the Trust, an open-end,
management investment company, registered under the Investment Company Act of
1940 ("1940 Act").  The U.S. Large Cap Value Series has the same investment
objective as the Portfolio.  The investment objective of the Portfolio may not
be changed without the affirmative vote of a majority of its outstanding
securities, and the investment objective of the U.S. Large Cap Value Series may
not be changed without the affirmative vote of a majority of its outstanding
securities.  Shareholders of the Portfolio will receive written notice thirty
days prior to any change in the investment objective of the Series.
    

     This prospectus describes the investment objective, policies and
restrictions of RWB/DFA U.S. High Book to Market Portfolio and its corresponding
Series.  (See "RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO - INVESTMENT OBJECTIVE
AND POLICIES.")  In addition, an investor should read "MANAGEMENT OF THE
PORTFOLIOS" for a description of the management and other expenses associated
with the Portfolio's investment in the Trust.  Other institutional investors,
including other mutual funds, may invest in the U.S. Large Cap Value Series, and
the expenses of such other investors and, correspondingly, their returns may
differ from those of the Portfolio.  Please contact the Trust at 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401, (310) 395-8005 for information about
the availability of investing in the U.S. Large Cap Value Series other than
through the Portfolio.

     The shares of the U.S. Large Cap Value Series will be offered to
institutional investors for the purpose of increasing the funds available for
investment, to reduce expenses as a percentage of total assets and to achieve
other economies that might be available at higher asset levels.  For example,
the Series might be able to place larger block trades at more advantageous
prices and to participate in securities transactions of larger denominations,
thereby reducing the relative amount of certain transaction costs in relation to
the total size of the transaction.  Investment in the Series by other
institutional investors offers potential benefits to the Series and, through
their investment in the Series, also to the Portfolio.  However, economies and
expense reductions might not be achieved and additional investment
opportunities, such as increased diversification, might not be available if
other institutions do not invest in the Series.  Also, if an institutional
investor were to redeem its interest in the Series, the remaining investors in
the Series could experience higher pro rata operating expenses, thereby
producing lower returns, and the Series' security holdings may become less
diverse, resulting in increased risk.  Institutional investors that have a
greater pro rata ownership interest in the Series than the RWB/DFA U.S. High
Book to Market Portfolio could have effective voting control over the operation
of the Series.

   
     Further, if the U.S. Large Cap Value Series changes its investment
objective in a manner which is inconsistent with the investment objective of the
RWB/DFA U.S. High Book to Market Portfolio and the shareholders of the Portfolio
fail to approve a similar change in the investment objective of the Portfolio,
the Portfolio would be forced to withdraw its investment in the Series and
either seek to invest its assets in another registered investment company with
the same investment objective as the Portfolio, which might not be possible, or
retain an investment advisor to manage the Portfolio's assets in accordance with
its own investment objective, possibly at increased cost.  A withdrawal by the
Portfolio of its investment in the U.S. Large Cap Value Series could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
to the Portfolio.  Should such a distribution occur, the Portfolio could incur
brokerage fees or other transaction costs in converting such securities to cash
in order to pay redemptions.  In addition, a distribution in kind to the
Portfolio could result in a less diversified portfolio of investments and could
affect adversely the liquidity of the Portfolio.  Moreover, a distribution in
kind by the U.S. Large Cap Value Series to the RWB/DFA U.S. High Book to Market
Portfolio may constitute a taxable exchange for federal income tax purposes
resulting in gain or loss to the Portfolio.  Any net capital gains so realized
will be distributed to the Portfolio's shareholders as described below under
"DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES."
    

                                      12

<PAGE>

   
     Finally, the Portfolio's investment in the shares of a registered
investment company such as the Trust is relatively new and results in certain
operational and other complexities.  However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such investment are not inherently different from
the risks of direct investment in securities of the type in which the U.S. Large
Cap Value Series invests.
    

                    RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO -
                         INVESTMENT OBJECTIVE AND POLICIES
                                          
PORTFOLIO CHARACTERISTICS AND POLICIES

     The investment objective of the RWB/DFA U.S. High Book to Market Portfolio
is to achieve long-term capital appreciation.  The Portfolio pursues its
objective by investing all of its assets in the U.S. Large Cap Value Series,
which has the same investment objective and policies as the Portfolio.  The U.S.
Large Cap Value Series seeks to achieve its objective by investing in common
stocks of large U.S. companies which the Advisor believes to be value stocks at
the time of purchase.  Securities are considered value stocks primarily because
a company's shares have a high book value in relation to their market value (a
"book to market ratio").  Generally, a company's shares will be considered to
have a high book to market ratio if the ratio equals or exceeds the ratios of
any of the 30% of companies with the highest positive book to market ratios
whose shares are listed on the NYSE and, except as described below under
"Portfolio Structure," will be considered eligible for investment.  In measuring
value, the Advisor may consider additional factors such as cash flow, economic
conditions and developments in the issuer's industry.  A company will be
considered "large" if its market capitalization (i.e., the market price of its
common stock multiplied by the number of outstanding shares) equals or exceeds
that of the company having the median market capitalization of companies whose
shares are listed on the NYSE.

PORTFOLIO STRUCTURE

   
     The U.S. Large Cap Value Series will operate as a diversified investment
company.  Further, the U.S. Large Cap Value Series will not invest more than 25%
of its total assets in securities of companies in a single industry. 
Ordinarily, at least 80% of the assets of the U.S. Large Cap Value Series will
be invested in a broad and diverse group of readily marketable common stocks of
large U.S. companies with high book to market ratios, as described above.  The
U.S. Large Cap Value Series may invest a portion of its assets, ordinarily not
more than 20%, in high quality, highly liquid fixed income securities, such as
money market instruments, and short-term repurchase agreements.  The U.S. Large
Cap Value Series may invest in futures contracts and options on futures
contracts.  To the extent that the U.S. Large Cap Value Series invests in
futures contracts for other than bona fide hedging purposes, it will not
purchase futures contracts if more than 5% of its total assets are then invested
in initial margin deposits on such contracts or options.  The U.S. Large Cap
Value Series will purchase securities that are listed on the principal U.S.
national securities exchanges and traded over-the-counter.
    

     The U.S. Large Cap Value Series will be structured on a market
capitalization basis, generally by basing the amount of each security purchased
on the issuer's relative market capitalization, with a view to creating in the
U.S. Large Cap Value Series a reasonable reflection of the relative market
capitalizations of its portfolio companies.  However,  the Advisor may exclude
the securities of a company that otherwise meets the applicable criteria
described above if the Advisor determines, in its best judgment, that other
conditions exist that make the inclusion of such security inappropriate.
  
     Deviation from strict market capitalization weighting will also occur
because the U.S. Large Cap Value Series intends to purchase round lots only.  In
order to retain sufficient liquidity, the relative amount of any security held
by the U.S. Large Cap Value Series may be reduced, from time to time, from the
level which adherence to market capitalization weighting would otherwise
require.  A portion, but generally not in excess of 20%, of the U.S. Large Cap
Value Series' assets may be invested in interest-bearing obligations, as
described above, thereby causing further deviation from market capitalization
weighting.  Such investments would be made on a temporary basis 

                                      13

<PAGE>

pending investment in equity securities pursuant to the U.S. Large Cap Value 
Series' investment objective.  The U.S. Large Cap Value Series may make block 
purchases of eligible securities at opportune prices even though such 
purchases exceed the number of shares which, at the time of purchase, strict 
adherence to the policy of market capitalization weighting would otherwise 
require.  While such transactions might cause a temporary deviation from 
market capitalization weighting, they would ordinarily be made in 
anticipation of further growth of the assets of the U.S. Large Cap Value 
Series. 
          
     Changes in the composition and relative ranking (in terms of market 
capitalization and book to market ratio) of the stocks which are eligible for 
purchase by the U.S. Large Cap Value Series take place with every trade when 
the securities markets are open for trading due, primarily, to price 
fluctuations of such securities.  On not less than a semi-annual basis, the 
Advisor will prepare a current list of large U.S. companies with high book to 
market ratios whose stock is eligible for investment.  Only common stocks 
whose market capitalizations are not less than the minimum on such list will 
be purchased by the U.S. Large Cap Value Series.  Additional investments will 
not be made in securities of issuers which have depreciated in value to such 
an extent that they are not then considered by the Advisor to be large 
companies.  This may result in further deviation from market capitalization 
weighting and such deviation could be substantial if a significant amount of 
the U.S. Large Cap Value Series' holdings decrease in value sufficiently to 
be excluded from the then current market capitalization requirement for 
eligible securities, but not by a sufficient amount to warrant their sale.

     It is management's belief that the value stocks of large U.S. companies 
offer, over a long term, a prudent opportunity for capital appreciation but, 
at the same time, selecting a limited number of such issues for inclusion in 
the U.S. Large Cap Value Series involves greater risk than including a large 
number of them.  The Advisor does not anticipate that a significant number of 
securities which meet the market capitalization criteria will be selectively 
excluded from the U.S. Large Cap Value Series.

     The U.S. Large Cap Value Series does not seek current income as an 
investment objective and investments will not be based upon an issuer's 
dividend payment policy or record.  However, many of the companies whose 
securities will be included in the U.S. Large Cap Value Series do pay 
dividends.  It is anticipated, therefore, that the U.S. Large Cap Value 
Series will receive dividend income.

PORTFOLIO TRANSACTIONS

     The U.S. Large Cap Value Series does not intend to purchase or sell
securities based on the prospects for the economy, the securities markets or the
individual issuers whose shares are eligible for purchase.  As described under
"Portfolio Structure," investments will be made in virtually all eligible
securities on a market capitalization weighted basis.  

   
    

   
     Generally, securities will be purchased with the expectation that they will
be held for longer than one year.  The U.S. Large Cap Value Series may sell
portfolio securities when the issuer's market capitalization falls substantially
below that of the issuer with the minimum market capitalization which is then
eligible for purchase by the U.S. Large Cap Value Series.  In addition, the U.S.
Large Cap Value Series may sell portfolio securities when their book to market
ratio falls substantially below that of the security with the lowest such ratio
that is then eligible for purchase by the Series.  However, securities may be
sold at any time when, in the Advisor's judgment, circumstances warrant their
sale.  The annual portfolio turnover rates of the Series for the fiscal years
ended November 30, 1996 and 1997, respectively, were 20.12% and 17.71%.
    

                                      14

<PAGE>

             INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS

RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

     The investment objective of RWB/DFA Two-Year Corporate Fixed Income
Portfolio is to maximize total returns consistent with the preservation of
capital.  This objective will be pursued by investing in U.S. government
obligations, U.S. government agency obligations, dollar-denominated obligations
of foreign issuers issued in the U.S., bank obligations, including U.S.
subsidiaries and branches of foreign banks,  corporate obligations, commercial
paper, repurchase agreements and obligations of supranational organizations.  It
is the RWB/DFA Two-Year Corporate Fixed Income Portfolio's policy to acquire
obligations which mature within two years from the date of settlement.  The
RWB/DFA Two-Year Corporate Fixed Income Portfolio principally invests in
certificates of deposit, commercial paper, bankers' acceptances, notes and
bonds.  The Portfolio will invest more than 25% of its total assets in
obligations of U.S. and/or foreign banks and bank holding companies when the
yield to maturity on these instruments exceeds the yield to maturity on all
other eligible portfolio investments of similar quality for a period of five
consecutive days when the NYSE is open for trading. (See "Investments in the
Banking Industry.")  The RWB/DFA Two-Year Corporate Fixed Income Portfolio may
invest in futures contracts and options on futures contracts.  To the extent
that the Portfolio invests in futures contracts and options thereon for other
than bona fide hedging purposes, it will not purchase futures contracts or
options if more than 5% of its total assets are then invested in initial margin
deposits on such contracts or premiums paid for options.

RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO

     The investment objective of the RWB/DFA Two-Year Government Portfolio is to
maximize total returns available from the universe of debt obligations of the
U.S. government and U.S. government agencies and consistent with the
preservation of capital.  Generally, this objective will be pursued by acquiring
U.S. government obligations and U.S. government agency obligations that mature
within two years from the date of settlement.  The RWB/DFA Two-Year Government
Portfolio will also acquire repurchase agreements.  The Portfolio may invest in
futures contracts and options on futures contracts.  To the extent that the
Portfolio invests in futures contracts and options thereon for other than bona
fide hedging purposes, it will not purchase futures contracts or options if more
than 5% of its total assets are then invested in initial margin deposits on such
contracts or premiums paid for options.

DESCRIPTION OF INVESTMENTS

     The following is a description of the categories of investments which may
be acquired by the Fixed Income Portfolios:

<TABLE>
<CAPTION>
                                                              PERMISSIBLE
                                                              CATEGORIES
                                                              -----------
<S>                                                           <C>
RWB/DFA Two-Year Corporate Fixed Income Portfolio                1-7
RWB/DFA Two-Year Government Portfolio                            1, 2, 6
</TABLE>

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

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

                                      15

<PAGE>

     3.   CORPORATE DEBT OBLIGATIONS - Non-convertible corporate debt securities
(e.g., bonds and debentures) which are issued by companies whose commercial
paper is rated Prime-1 by Moody's Investors Services, Inc. ("Moody's") or A-1 by
Standard & Poor's Rating Group, a Division of The McGraw-Hill Companies ("S&P")
and dollar-denominated obligations of foreign issuers issued in the U.S.  If the
issuer's commercial paper is unrated, then the debt security would have to be
rated at least AA by S&P or Aa2 by Moody's.  If there is neither a commercial
paper rating nor a rating of the debt security, then the Advisor must determine
that the debt security is of comparable quality to equivalent issues of the same
issuer rated at least AA or Aa2.

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

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

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

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

     The categories of investments that may be acquired by the RWB/DFA Two-Year
Corporate Fixed Income and RWB/DFA Two-Year Government Portfolios 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.

INVESTMENTS IN THE BANKING INDUSTRY

     The RWB/DFA Two-Year Corporate Fixed Income Portfolio will invest more than
25% of its total assets in obligations of U.S. and/or foreign banks and bank
holding companies when the yield to maturity on these investments exceeds the
yield to maturity on all other eligible portfolio investments for a period of
five consecutive days when the NYSE is open for trading.  For the purpose of
this policy, which is a fundamental policy of the RWB/DFA Two-Year Corporate
Fixed Income Portfolio, which can only be changed by a vote of the shareholders
of the Portfolio, banks and bank holding companies are considered to constitute
a single industry, the banking industry.  When investment in such obligations
exceeds 25% of the total net assets of the RWB/DFA Two-Year Corporate Fixed
Income Portfolio, the Portfolio will be considered to be concentrating its
investments in the banking industry.  As of the date of this prospectus, the
RWB/DFA Two-Year Corporate Fixed Income Portfolio is concentrating its
investments in the banking industry.

     The types of bank and bank holding company obligations in which the RWB/DFA
Two-Year Corporate Fixed Income Portfolio 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 

                                      16

<PAGE>

date of settlement, provided such obligations meet the Portfolio's 
established credit rating criteria as stated under "Description of 
Investments."  In addition, the RWB/DFA Two-Year Corporate Fixed Income 
Portfolio is authorized to invest more than 25% of its total assets in 
Treasury bonds, bills and notes and obligations of federal agencies and 
instrumentalities.

PORTFOLIO STRATEGY

     The RWB/DFA Two-Year Corporate Fixed Income Portfolio will be managed with
a view to capturing credit risk premiums and term or maturity premiums.  As used
herein, the term "credit risk premium" means the anticipated incremental return
on investment for holding obligations considered to have greater credit risk
than direct obligations of the U.S. Treasury and "maturity risk premium" means
the anticipated incremental return 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 RWB/DFA Two-Year
Corporate Fixed Income Portfolio will be chosen with a view to maximizing
anticipated monthly returns, net of trading costs.

   
     The Fixed Income Portfolios 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.  It is anticipated that the annual 
turnover rate of the RWB/DFA Two-Year Corporate Fixed Income Portfolio could 
be 0% to 200%, and the RWB/DFA Two-Year Government Portfolio could be 100% to 
500%.  Prior to November 30, 1997, the RWB/DFA Two-Year Corporate Fixed 
Income Portfolio invested all of its assets in DFA Two-Year Corporate Fixed 
Income Series of the Trust, and the RWB/DFA Two-Year Government Portfolio 
invested all of its assets in DFA Two-Year Government Series of the Trust.  
The annual portfolio turnover rates of the DFA Two-Year Corporate Fixed 
Income Series and the DFA Two-Year Government Series of the Trust for the 
fiscal year ended November 30, 1997 were 147.78% and 153.67%, respectively.  
While the Fixed Income Portfolios 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 the RWB/DFA Two-Year Corporate 
Fixed Income Portfolio or the RWB/DFA Two-Year Government Portfolio will be 
increased as a result of portfolio transactions after taking in to account 
the cost of trading. It is anticipated that securities will be acquired in 
the secondary markets for short term instruments.
    

                                   SECURITIES LOANS

   
     The Portfolios and the U.S. Large Cap Value Series of the Trust are
authorized to lend securities to qualified brokers, dealers, banks and other
financial institutions for the purpose of earning additional income.  While the
Portfolios or the Series may earn additional income from lending securities,
such activity is incidental to the Portfolios' or the Series' investment
objective.  The value of securities loaned may not exceed 33 1/3% of the value
of the Portfolios' or the Series' total assets.  In connection with such loans,
the Portfolios or the Series will receive collateral consisting of cash or U.S.
government securities, which will be maintained at all times in an amount equal
to at least 100% of the current market value of the loaned securities.  In
addition, the Portfolios or the Series will be able to terminate the loan at any
time, 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 Portfolios or the Series could
experience delay in recovering the loaned securities.  Management believes that
this risk can be controlled through careful monitoring procedures.  Although the
RWB/DFA U.S. High Book to Market Portfolio is authorized to lend its portfolio
securities, as long as it holds only shares of the U.S. Large Cap Value Series,
it will not do so.
    

                                      17
<PAGE>


                                     RISK FACTORS

FOREIGN SECURITIES

     The RWB/DFA Two-Year Corporate Fixed Income Portfolio invests in foreign
issuers.  Such investments involve risks that are not associated with
investments in U.S. public companies.  Such risks may include legal, political
and or diplomatic actions of foreign governments, such as imposition of
withholding taxes on interest and dividend income payable on the securities
held, possible seizure or nationalization of foreign deposits, establishment of
exchange controls or the adoption of other foreign governmental restrictions
which might adversely affect the value of the assets held by the RWB/DFA
Two-Year Corporate Fixed Income Portfolio.  Further, foreign issuers are not
generally subject to uniform accounting, auditing and financial reporting
standards comparable to those of U.S. public companies and there may be less
publicly available information about such companies than comparable U.S.
companies.  The RWB/DFA Two-Year Corporate Fixed Income Portfolio may also
invest in obligations of supranational organizations.  The value of the
obligations of these organizations may be adversely affected if one or more of
their supporting governments discontinue their support.

   
     The economies of many countries in which the RWB/DFA Two-Year Corporate
Fixed Income Portfolio invests are not as diverse or resilient as the U.S.
economy, and have significantly less financial resources.  Some countries are
more heavily dependent on international trade and may be affected to a greater
extent by protectionist measures of their governments, or dependent upon a
relatively limited number of commodities and, thus, sensitive to changes in
world prices for these commodities.
    

   
     In many foreign countries, stock markets are more variable than U.S.
markets for two reasons.  Contemporaneous declines in both (i) foreign
securities prices in local currencies and (ii) the value of local currencies in
relation to the U.S. dollar can have a significant negative impact on the net
asset value of RWB/DFA Two-Year Corporate Fixed Income Portfolio.  The net asset
value of the Portfolio is denominated in U.S. dollars, and, therefore, declines
in market price of both the foreign securities held by the RWB/DFA Two-Year
Corporate Fixed Income Portfolio and the foreign currency in which those
securities are denominated will be reflected in the net asset value of the
Portfolio's shares.
    

BORROWING

     Each Portfolio and the U.S. Large Cap Value Series of the Trust has
reserved the right to borrow amounts not exceeding 33% of its net assets for the
purpose of making redemption payments.  When advantageous opportunities to do so
exist, each Portfolio and the U.S. Large Cap Value Series may also purchase
securities when borrowings exceed 5% of the value of its net assets.  Such
purchases can be considered to be "leveraging" and, in such circumstances, the
net asset value of the Series or Portfolio may increase or decrease at a greater
rate than would be the case if the Series or Portfolio had not leveraged.  The
interest payable on the amount borrowed would increase the Series' or
Portfolios' expenses and, if the appreciation and income produced by the
investments purchased when the Series or Portfolios has borrowed are less than
the cost of borrowing, the investment performance of the Series or Portfolio
will be reduced as a result of leveraging. 

PORTFOLIO STRATEGY

     The method employed by the Advisor to manage the U.S. Large Cap Value
Series differs from the process employed by many other investment advisors in
that the Advisor will rely on fundamental analysis of the investment merits of
securities to a limited extent to eliminate potential acquisitions rather than
rely on this technique to select securities.  Further, because securities
generally will be held long-term and will not be eliminated based on short-term
price fluctuations, the Advisor generally will not act upon general market
movements or short-term price fluctuations of securities to as great an extent
as many other investment advisors.

                                      18

<PAGE>

FUTURES CONTRACTS AND OPTIONS ON FUTURES

     Each Portfolio and the U.S. Large Cap Value Series also may invest in
futures contracts and options on futures.  To the extent that a Portfolio or the
U.S. Large Cap Value Series invests in futures contracts and options thereon for
other than bona fide hedging purposes, neither the Portfolios nor the Series
will enter into such transactions if, immediately thereafter, the sum of the
amount of initial margin deposits and premiums paid for open futures options
would exceed 5% of the Portfolios' or the Series' total assets, after taking
into account unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5%.

   
     These investments entail the risk that an imperfect correlation may exist
between changes in the market value of the stocks owned by the Portfolios or the
Series and the prices of such futures contracts and options and, at times, the
market for such contracts and options might lack liquidity, thereby inhibiting
the Portfolios' or the Series' ability to close a position in such investments. 
Gains or losses on investments in options and futures depends on the direction
of securities prices, interest rates and other economic factors and the loss
from investing in futures transactions is potentially unlimited.  The
Portfolios' or the Series' investments in futures and options are subject to
special tax rules that may affect the amount, timing and character of the income
earned by the Portfolios or the Series.  These rules may, in turn, affect the
distributions received by the Portfolios' shareholders.  (These special tax
rules are discussed in the statement of additional information.)
    

BANKING INDUSTRY CONCENTRATION

     Concentrating in obligations of the banking industry may involve additional
risk by foregoing the safety of investing in a variety of industries.  Changes
in the market's perception of the riskiness of banks relative to non-banks could
cause more fluctuations in the net asset value of the RWB/DFA Two-Year Corporate
Fixed Income Portfolio than might occur in a less concentrated portfolio.

REPURCHASE AGREEMENTS

     Each Portfolio and the U.S. Large Cap Value Series may invest in repurchase
agreements.  In the event of bankruptcy of the other party to a repurchase
agreement, the Fund or the Trust could experience delay in recovering the
securities underlying such agreement.  Management believes that this risk can be
controlled through stringent security selection criteria and careful monitoring
procedures.


                             MANAGEMENT OF THE PORTFOLIOS

     The Advisor serves as investment advisor to the Fixed Income Portfolios and
U.S. Large Cap Value Series and, as such, is responsible for the management of
their respective assets.  Investment decisions for the Fixed Income Portfolios
and the U.S. Large Cap Value Series are made by the Investment Committee of the
Advisor, which meets on a regular basis and also as needed to consider
investment issues.  The Investment Committee is composed of certain officers and
directors of the Advisor who are elected annually.  The Advisor provides the
Fixed Income Portfolios and the U.S. Large Cap Value Series with a trading
department and selects brokers and dealers to effect securities transactions.  

   
     Securities transactions are placed with a view to obtaining the best price
and execution of such transactions.  The Advisor is authorized to pay a higher
commission to a broker, dealer or exchange member than another such organization
might charge if it determines, in good faith, that the commission paid is
reasonable in relation to the research or brokerage services provided by such
organization.  For the fiscal year ended November 30, 1997, the U.S. Large Cap
Value Series, the Two-Year Corporate Fixed Income Series and the Two-Year
Government Series each paid an investment management fee to the Advisor equal to
 .10%, .15%, and .15%, respectively, of its average net assets on an annual
basis.  For the fiscal year ended November 30, 1997, the total expenses of the
RWB/DFA U.S. High Book to Market Portfolio, the RWB/DFA Two-Year Corporate Fixed

                                      19

<PAGE>

Income Portfolio and the RWB/DFA Two-Year Government Portfolio were 0.36%, 0.34%
and 0.37%, respectively.
    

   
     Each Portfolio and the U.S. Large Cap Value Series bears all of its own
costs and expenses, including:  services of its independent accountants, legal
counsel, brokerage commissions and transfer taxes in connection with the
acquisition and disposition of portfolio securities, taxes, insurance premiums,
costs incidental to meetings of its shareholders and directors or trustees, the
cost of filing its registration statements under federal 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
Series are so allocated and expenses which are not allocable to a particular
Portfolio or Series are borne by the Portfolio and Series on the basis of their
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 $26 billion.  David G. Booth and Rex A.
Sinquefield (directors and officers of both the Fund and the Advisor, trustees
and officers of the Trust and shareholders of the Advisor) may be deemed
controlling persons of the Advisor.

     The Board of Directors is responsible for establishing Portfolio policies
and for overseeing the management of the Portfolios.  Each of the Directors and
officers of the Fund is also a Trustee and officer of the Trust.  The Directors
of the Fund, including all of the disinterested Directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the RWB/DFA U.S. High Book to Market Portfolio and the U.S. Large Cap Value
Series.  The statement of additional information relating to the Portfolios
furnishes information about the Directors and officers of the Fund.  (See
"DIRECTORS AND OFFICERS" in the statement of additional information.)

ADMINISTRATIVE SERVICES

   
     The Fund has entered into an administration agreement with the Advisor on
behalf of RWB/DFA U.S. High Book to Market Portfolio.  Pursuant to the
administration agreement, the Advisor will perform various services, including: 
supervision of the services provided by the Portfolio's custodian and dividend
disbursing agent and others who provide services to the Fund for the benefit of
the Portfolio; assisting the Fund to comply with the provisions of federal,
state, local and foreign securities, tax and other laws applicable to the
Portfolio; providing shareholders of record with information about the Portfolio
and their investments as they or the Fund may request; assisting the Fund to
conduct meetings of shareholders of record; furnishing information as the Board
of Directors may require regarding the U.S. Large Cap Value Series; and any
other administrative services for the benefit of the Portfolio as the Board of
Directors may reasonably request.  The Advisor also provides the Fund with
office space and personnel.  For these administrative services, the RWB/DFA U.S.
High Book to Market Portfolio pays the Advisor a monthly fee which, on an annual
basis, equals .01% of the average daily net assets of the Portfolio.
    

   
     PFPC Inc. ("PFPC") serves as the administrative and accounting services,
dividend disbursing and transfer agent for the Portfolios and the U.S. Large Cap
Value Series.  The services provided by PFPC are subject to supervision by the
executive officers and the Board of Directors of the Fund and include
administrative services such as 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.
    

CLIENT SERVICE AGENT

   
     Pursuant to a Client Service Agent Agreement with each Portfolio, RWBAS
performs various services for the Portfolios, including establishment of a
toll-free telephone number for shareholders of each Portfolio to use to obtain
or receive up-to-date account information; providing to shareholders quarterly
and other reports with respect to the performance of each Portfolio; and
providing shareholders with such information regarding the operations


                                      20

<PAGE>

and affairs of each Portfolio, and their investment in its shares, as the
shareholders or the Board of Directors may reasonably request.  For its
services, each Portfolio pays RWBAS a monthly fee which, on an annual basis,
equals .09% of the average daily net assets of the RWB/DFA U.S. High Book to
Market Portfolio and .03% of the Fixed Income Portfolios.  RWBAS agreed to waive
its client services fee for the Fixed Income Portfolios through December 31,
1996.  Beginning March 2, 1998, the monthly fee payable to RWBAS will increase
to an amount which on an annual basis equals .04% of the Fixed Income
Portfolios.
    

                   DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

     Each Portfolio of the Fund intends to qualify each year as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"), so that it will not be liable for federal income taxes to the extent
that its net investment income and net realized capital gains are distributed. 
The Portfolios distribute dividends from their net investment income quarterly. 
The Portfolios will distribute any realized net capital gains annually after the
end of the Fund's fiscal year.  Each Portfolio of the Fund is treated as a
separate corporation for federal tax purposes.

   
     As noted above, the RWB/DFA U.S. High Book to Market Portfolio seeks to
achieve its investment objective by investing all of its investable assets in
the U.S. Large Cap Value Series of the Trust.  The U.S. Large Cap Value Series
intends to qualify each year as a regulated investment company under the Code. 
Special tax rules may apply in determining the income and gains that the Series
earns on its investments.  These rules may, in turn, affect the amount of
distributions that the RWB/DFA U.S. High Book to Market Portfolio pays to its
shareholders.
    
     The RWB/DFA U.S. High Book to Market Portfolio receives income in the form
of income dividends paid by the U.S. Large Cap Value Series.  This income, less
the expenses incurred in operations, is the Portfolio's net investment income
from which income dividends are distributed as described above.  The Portfolio
also may receive capital gains distributions from the U.S. Large Cap Value
Series and may realize capital gains upon the redemption of the shares of the
U.S. Large Cap Value Series.  Any net realized capital gains of the RWB/DFA U.S.
High Book to Market Portfolio will be distributed as described below.

     Whether paid in cash or additional shares and regardless of the length of
time a Portfolio's shares have been owned by shareholders who are subject to
federal income taxes, distributions from long-term capital gains are taxable as
such.  Dividends from net investment income or net short-term capital gains will
be taxable as ordinary income, whether received in cash or in additional shares.
For those investors subject to tax, if purchases of shares of a Portfolio are
made shortly before the record date for a dividend or capital gains
distribution, a portion of the investment will be returned as a taxable
distribution.  Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio whose shares
they own.
 
     Shareholders of each Portfolio will automatically receive all income
dividends and any capital gains distributions in additional shares of the
Portfolio whose shares they hold at net asset value (as of the business date
following the dividend record date), unless upon written notice to the transfer
agent the shareholder selects one of the following options:

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

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

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

     Dividends which are declared in October, November or December to
shareholders of record in such a month but which, for operational reasons, may
not be paid to the shareholder until the following January, will be

                                     21

<PAGE>

treated for tax purposes as if paid by the Portfolio and received by the 
shareholder on December 31 of the calendar year in which they are declared.

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

     Since virtually all of the net investment income from the Fixed Income
Portfolios is expected to arise from earned interest, it is not expected that
either of the Portfolios' distributions will be eligible for the dividends
received deduction for corporations.  The portion of dividends paid by the
RWB/DFA U.S. High Book to Market Portfolio from net investment income that is
eligible for the corporate dividends received deduction depends on the
Portfolio's pro rata share of the aggregate qualifying dividend income received
by the U.S. Large Cap Value Series from domestic (U.S.) sources.

   
     The Series may be subject to foreign withholding taxes on income from
certain of its foreign securities.  These taxes will, in turn, reduce the amount
of distributions the RWB/DFA U.S. High Book to Market Portfolio pays to its
shareholders.  If the Series purchases shares in certain foreign entities,
called "passive foreign investment companies," the Series may be subject to U.S.
federal income tax and a related interest charge on a portion of any "excess
distribution" or gain from the disposition of such shares even if such income is
distributed as a taxable dividend by the Series to the RWB/DFA U.S. High Book to
Market Portfolio.
    

   
     In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions from a Portfolio and on gains arising on redemption
or exchange of Portfolio shares.  Except in the case of the RWB/DFA U.S. High
Book to Market Portfolio, distributions of interest income and capital gains
realized from certain types of U.S. government securities may be exempt from
state personal 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 their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in a
Portfolio.


                                  PURCHASE OF SHARES

     Only clients of RWBAS are eligible to purchase shares of the Portfolios. 
Investors should first contact RWBAS at (800) 366-7266, ext. 124, to notify
RWBAS of the proposed investment.

     Most shares of the Portfolios that will be purchased or sold through
omnibus accounts maintained by securities firms may be subject to a service fee
or commission for such transactions.  Clients of RWBAS may also be subject to
investment advisory fees under their own arrangements with RWBAS.

   
     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.
    

                                     22

<PAGE>

IN KIND PURCHASES

     If accepted by the Fund, shares of a Portfolio may be purchased in exchange
for securities which are eligible for acquisition by such Portfolio or, with
respect to the RWB/DFA U.S. High Book to Market Portfolio, by the U.S. Large Cap
Value Series or otherwise represented in the Portfolio's or the Series'
portfolio as described in this prospectus.  Securities to be exchanged which are
accepted by the Fund and Fund shares to be issued therefore will be valued as
set forth under "VALUATION OF SHARES" at the time of the next determination of
net asset value after such acceptance.  All dividends, interests, subscription,
or other rights pertaining to such securities shall become the property of the
Portfolio whose shares are being acquired and must be delivered to the Fund by
the investor upon receipt from the issuer.  

   
     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 Portfolio or the U.S. Large Cap Value
Series, as applicable, and current market quotations are readily available for
such securities; (2) the investor represents and agrees that all securities
offered to be exchanged are not subject to any restrictions upon their sale by
the Portfolio under the Securities Act of 1933 or under the laws of the country
in which the principal market for such securities exists or otherwise; and (3)
at the discretion of the Fund, the value of any such security (except U.S.
government securities) being exchanged together with other securities of the
same issuer owned by the Portfolio or the U.S. Large Cap Value Series, as
applicable, may not exceed 5% of the net assets of the Portfolio or the Series
immediately after the transaction.  The Fund will accept such securities for
investment and not for resale.
    

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


                                 VALUATION OF SHARES

     The net asset value per share of each Portfolio and the U.S. Large Cap
Value Series is calculated as of the close of the NYSE by dividing the total
market value of its investments and other assets, less any liabilities, by the
total outstanding shares of the stock of the Series or Portfolio.  The value of
the RWB/DFA U.S. High Book to Market Portfolio's shares will fluctuate in
relation to the investment experience of the U.S. Large Cap Value Series. 
Securities held by a Portfolio or the U.S. Large Cap Value Series which are
listed on a securities exchange and for which market quotations are available
are valued at the last quoted sale price of the day or, if there is no such
reported sale, the U.S. Large Cap Value Series values such securities at the
mean between the most recent quoted bid and asked prices.  Price information on
listed securities is taken from the exchange where the security is primarily
traded.  Unlisted securities for which market quotations are readily available
are valued at the mean between the most recent quoted bid and asked prices.  The
value of other assets and securities for which no quotations are readily
available (including restricted securities) are determined in good faith at fair
value in accordance with procedures adopted by the Board of Directors of the
Fund or the Board of Trustees of the Trust, as applicable.

     The value of the shares of the Fixed Income Portfolios will tend to
fluctuate with interest rates because, unlike money market funds, these
Portfolios 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 over-the-counter 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 over-the-counter
market.  Securities held by the Fixed Income Portfolios 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.

                                     23

<PAGE>

   
     Provided that RWBAS has received the investor's investment instructions in
good order and the Custodian has received the investor's payment, shares of the
Portfolio selected will be priced at the net asset value calculated next after
receipt of the order by PFPC.  If an order to purchase shares must be canceled
due to non-payment, the purchaser will be responsible for any loss incurred by
the Fund arising out of such cancellation.  The Fund reserves the right to
redeem shares owned by any purchaser whose order is canceled to recover any
resulting loss to the Fund and may prohibit or restrict the manner in which such
purchaser may place further orders.
    

     Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolios is minimal and, therefore,
the shares of the Portfolios are currently sold at net asset value, without
imposition of a fee that would be used to reimburse a Portfolio for such cost
("reimbursement fee").  Reimbursement fees may be charged prospectively from
time to time based upon the future experience of the Fixed Income Portfolios
and, with respect to the RWB/DFA U.S. High Book to Market Portfolio, the U.S.
Large Cap Value Series.  Any such charges will be described in the prospectus.  


                                     DISTRIBUTION

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


                                  EXCHANGE OF SHARES

   
     An investor may exchange shares of one Portfolio for those of another
Portfolio described in this prospectus or a portfolio of DFA Investment
Dimensions Group Inc., an open-end, management investment company ("DFAIDG"), by
first contacting RWBAS and completing the documentation required by RWBAS and
the Advisor.
    

   
     The minimum amount for an exchange into a portfolio of DFAIDG is $100,000. 
Exchanges are accepted only into those portfolios of DFAIDG that are eligible
for the exchange privilege of DFAIDG.  Investors should contact RWBAS for a list
of those portfolios of DFAIDG that accept exchanges.
    

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

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


                                     24

<PAGE>

have not been issued and the Fund may issue the shares of the portfolio being 
acquired in compliance with the securities laws of the investor's state of 
residence.
    
     There is no fee imposed on an exchange.  However, the Fund reserves the
right to impose an administrative fee in order to cover the costs incurred in
processing an exchange.  Any such fee will be disclosed in the prospectus.  An
exchange is treated as a redemption and a purchase.  Therefore, the investor
could realize a taxable gain or loss on the transaction.  The Fund reserves the
right to revise or terminate the exchange privilege or limit the amount of or
reject any exchange, as deemed necessary, at any time.


                                 REDEMPTION OF SHARES
   
     An investor who desires to redeem shares of a Portfolio must furnish a
redemption request to RWBAS in the form required by RWBAS.  The Portfolio will
redeem shares at the net asset value of such shares next determined after
receipt of a request for redemption in good order by PFPC.
    

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

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

   
     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 from the Portfolio being redeemed (in the case of the RWB/DFA U.S.
High Book to Market Portfolio, by a distribution of portfolio securities that
the Portfolio receives from the U.S. Large Cap Value Series) in lieu of cash in
accordance with Rule 18f-1 under the 1940 Act.  Investors may incur brokerage
charges and other transaction costs selling securities which were received in
payment of redemptions.
    

                                 GENERAL INFORMATION
   
     The Portfolios and the U.S. Large Cap Value Series may disseminate reports
of their investment performance from time to time.  Investment performance is
calculated on a total return basis; that is by including all net investment
income and any realized and unrealized net capital gains or losses during the
period for which investment performance is reported.  If dividends or capital
gains distributions have been paid during the relevant period, the calculation
of investment performance will include such dividends and capital gains
distributions as though reinvested in shares of the Portfolio.  Standard
quotations of total return are computed in accordance with SEC Guidelines and
are presented whenever any non-standard quotations are disseminated. 
Non-standardized total return quotations may differ from the SEC Guideline
computations by covering different time periods.  In all cases, disclosures are
made when performance quotations differ from the SEC Guidelines.  Performance
data is based on historical earnings and is not intended to indicate future
performance.  Rates of return expressed on an annual basis will


                                     25

<PAGE>

usually not equal the sum of returns expressed for consecutive interim 
periods due to the compounding of the interim yields.  The Fund's annual 
report to shareholders of the Portfolios for the fiscal year ended November 
30, 1997, contains additional performance information.  A copy of the annual 
report is available upon request and without charge.
    

   
     The Fund was incorporated under Maryland law on March 19, 1990.  The shares
of each Portfolio, when issued and paid for in accordance with the Portfolios'
prospectus, will be fully paid and nonassessable shares, with equal,
non-cumulative voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.  With respect to matters which
require shareholder approval, shareholders are entitled to vote only with
respect to matters which affect the interest of the class of shares (Portfolio)
which they hold, except as otherwise required by applicable law.  If liquidation
of the Fund should occur, shareholders would be entitled to receive on a per
class basis the assets of the particular Portfolio whose shares they own, as
well as a proportionate share of Fund assets not attributable to any particular
Portfolio.  Ordinarily, the Fund does not intend to hold annual meetings of
shareholders, except as required by the 1940 Act or other applicable law.  The
Fund's by-laws provide that special meetings of shareholders shall be called at
the written request of at least 10% of the votes entitled to be cast at such
meeting.  Such meeting may be called to consider any matter, including the
removal of one or more directors.  Shareholders will receive shareholder
communications with respect to such matters as required by the 1940 Act,
including semi-annual and annual financial statements of the Fund, the latter
being audited.
    

   
     The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992.  The Trust offers shares of its Series only to
institutional investors in private offerings.  The Fund may withdraw the
investment of the RWB/DFA U.S. High Book to Market Portfolio in the U.S. Large
Cap Value Series at any time, if the Board of Directors of the Fund determines
that it is in the best interests of the Portfolio to do so.  Upon any such
withdrawal, the Board of Directors of the Fund would consider what action might
be taken, including the investment of all of the assets of the Portfolio in
another pooled investment entity having the same investment objective as the
Portfolio or the hiring of an investment advisor to manage the Portfolio's
assets in accordance with the investment policies described above.
    

     Whenever the RWB/DFA U.S. High Book to Market Portfolio, as an investor in
the U.S. Large Cap Value Series, 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 Series in accordance with the voting instructions
received from the Portfolio's shareholders.  The Directors of the Fund will vote
shares of the Portfolio for which they receive no voting instructions in
accordance with their best judgment.  

   
     As of January 30, 1998, the following person(s) owned more than 25% of the
voting securities of each Portfolio:

     RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
          Charles Schwab & Co.-REIN*                                     82.87%
          101 Montgomery Street
          San Francisco, CA 94104

     RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
          Charles Schwab & Co.-CASH*                                     87.09%
          101 Montgomery Street
          San Francisco, CA 94104

     RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
          Charles Schwab & Co.-CASH*                                     91.88%
    
                                      26

<PAGE>

   
          101 Montgomery Street
          San Francisco, CA 94104
    

     *Owners of Record Only

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


                                      27

<PAGE>

   
    

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

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

CLIENT SERVICE AGENT
Reinhardt Werba Bowen Advisory Services
1190 Saratoga Avenue, Suite 200
San Jose, CA 95129
Tel. No. (800) 366-7266

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

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

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG, LLP


<PAGE>


2600 One Commerce Square
Philadelphia, PA  19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center 
19th and Market Streets
Philadelphia, PA  19103  


                                      29

<PAGE>


                        DIMENSIONAL INVESTMENT GROUP INC.
                                          
                                          
                    RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
                RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
                       RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
                                          
           1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA  90401
                             TELEPHONE:  (310) 395-8005
                                          
                        STATEMENT OF ADDITIONAL INFORMATION
                                          
   
                                   MARCH 3, 1998
   
                                       
     This statement of additional information is not a prospectus but should be
read in conjunction with the prospectus of RWB/DFA U.S. High Book to Market
Portfolio, RWB/DFA Two-Year Corporate Fixed Income Portfolio and RWB/DFA
Two-Year Government Portfolio (individually, a "Portfolio" and collectively, the
"Portfolios") of Dimensional Investment Group Inc. (the "Fund"), dated March 3,
1998, as amended from time to time, which can be obtained from the Fund by
writing to the Fund at the above address or by calling the above telephone
number.
    

                                  TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                      
                       INVESTMENT OBJECTIVE AND POLICIES

     The following information supplements the information set forth in the 
prospectus under the caption "RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO 
- -INVESTMENT OBJECTIVE AND POLICIES" and applies to the DFA U.S. Large Cap 
Value Series (the "U.S. Large Cap Value Series") of The DFA Investment Trust 
Company (the "Trust").  

   
     Because the structure of the U.S. Large Cap Value Series is based on the 
relative market capitalizations of eligible holdings, it is possible that the 
U.S. Large Cap Value Series might include at least 5% of the outstanding 
voting securities of one or more issuers.  In such circumstances, the Fund 
and the issuer would be deemed "affiliated persons" under the Investment 
Company Act of 1940 ("1940 Act") and certain requirements of the 1940 Act 
regulating dealings between affiliates might become applicable.  However, 
based on the present capitalizations of the groups of companies eligible for 
inclusion in the U.S. Large Cap Value Series and the anticipated amount of 
the Series' assets intended to be invested in such securities, management 
does not anticipate that the U.S. Large Cap Value Series will include as much 
as 5% of the voting securities of any issuer.
    

                             BROKERAGE TRANSACTIONS
   
     The RWB/DFA Two-Year Corporate Fixed Income Portfolio and the RWB/DFA 
Two-Year Government Portfolio (collectively, the "Fixed Income Portfolios") 
acquire and sell securities on a net basis with dealers which are major 
market makers in such securities.  The Investment Committee of the Advisor 
selects dealers on the basis of their size, market making and credit analysis 
ability. When executing portfolio transactions for the Fixed Income 
Portfolios, the Advisor seeks to obtain the most favorable price for the 
securities being traded among the dealers with whom the Fixed Income 
Portfolios effect transactions.

     Portfolio transactions will be placed with a view to receiving the best 
price and execution.  In addition, the Advisor will seek to acquire and 
dispose of securities in a manner which would cause as little fluctuation in 
the market prices of stocks being purchased or sold as possible in light of 
the size of the transactions being effected.  Brokers will be selected with 
these goals in view. The Advisor monitors the performance of brokers which 
effect transactions for the Fixed Income Portfolios, if any, and the U.S. 
Large Cap Value Series 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 Fixed Income Portfolios, if 
any, and the U.S. Large Cap Value Series to brokers to ascertain that such 
rates are competitive with those charged by other brokers for similar 
services.  For the fiscal years ended November 30, 1997, 1996 and 1995, the 
U.S. Large Cap Value Series paid brokerage commissions of $929,005, $934,452 
and $410,503, respectively.  The substantial increases or decreases in the 
amount of brokerage commissions paid by the Series from year to year resulted 
from increases or decreases in the amount of securities that were bought and 
sold by the Series.

     Transactions also may be placed with brokers who provide the Advisor 
with investment research, such as reports concerning individual issuers, 
industries and general economic and financial trends and other research 
services.  The Investment Advisory Agreement for the Fixed Income Portfolios 
and the Investment Management Agreement for the U.S. Large Cap Value Series 
permit the Advisor knowingly to pay commissions on these transactions which 
are greater than another broker might charge if the Advisor, in good faith, 
determines that the commissions paid are reasonable in relation to the 
research or brokerage services provided by the broker or dealer when viewed 
in terms of either a particular transaction or the Advisor's overall 
responsibilities to assets under its management.  Research services furnished 
by brokers through whom securities transactions are effected may be used by 
the Advisor in servicing all of its accounts and not all such services may be 
used by the Advisor with respect to the Series.  During the fiscal year ended 
November 30, 1997, the U.S. Large Cap Value Series paid $122,527 in 
commissions (on securities transactions totalling $78,961,638 in value) to 
brokers which provided market price monitoring services, market studies and 
research services to the Series.
    

                                      2

<PAGE>

     The over-the-counter market ("OTC") companies eligible for purchase by 
the U.S. Large Cap Value Series are thinly traded securities.  Therefore, the 
Advisor believes it needs maximum flexibility to effect OTC trades on a best 
execution basis.  To that end, the Advisor places buy and sell orders with 
market makers, third market brokers, Instinet and with dealers on an agency 
basis when the Advisor determines that the securities may not be available 
from other sources at a more favorable price.  Third market brokers enable 
the Advisor to trade with other institutional holders directly on a net 
basis.  This allows the Advisor sometimes to trade larger blocks than would 
be possible by going through a single market maker.

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

   
     The RWB/DFA U.S. High Book to Market Portfolio will not incur any 
brokerage or other costs in connection with its purchase or redemption of 
shares of the U.S. Large Cap Value Series, except if the Portfolio receives 
securities from the Series to satisfy the Portfolio's redemption request.  
    
                                INVESTMENT LIMITATIONS

     Each of the Portfolios has adopted certain limitations which may not be 
changed with respect to any Portfolio without the approval of the holders of 
a majority of the outstanding voting securities of the Portfolio.  A 
"majority" is defined as the lesser of:  (1) at least 67% of the voting 
securities of the Portfolio (to be effected by the proposed change) present 
at a meeting, if the holders of more than 50% of the outstanding voting 
securities of the Portfolio are present or represented by proxy, or (2) more 
than 50% of the outstanding voting securities of such Portfolio.  The 
investment limitations of the U.S. Large Cap Value Series are the same as 
those of the RWB/DFA U.S. High Book to Market Portfolio. 

     The Portfolios will not:  

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

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

     (3) as to 75% of the total assets of a Portfolio, invest in the 
securities of any issuer (except obligations of the U.S. Government and its 
instrumentalities) if, as a result, more than 5% of the Portfolio's total 
assets, at market, would be invested in the securities of such issuer; 

     (4) purchase or retain securities of an issuer, if those officers and 
directors of the Fund or the Advisor owning more than 1/2 of 1% of such 
securities together own more than 5% of such securities; 

     (5) borrow, except from banks as a temporary measure for extraordinary 
or emergency purposes and then, in no event, in excess of 33% of its net 
assets, or pledge more than 33% of such assets to secure such loans; 


                                      3

<PAGE>

     (6) pledge, mortgage, or hypothecate any of its assets to an extent 
greater than 10% of its total assets at fair market value, except as 
described in (5) above; 

     (7) invest more than 15% of the value of the Portfolio's total assets in 
illiquid securities, which include certain restricted securities, repurchase 
agreements with maturities of greater than seven days, and other illiquid 
investments; 

     (8) engage in the business of underwriting securities issued by others; 

     (9) invest for the purpose of exercising control over management of any
company; 

     (10) invest its assets in securities of any investment company, except 
in connection with a merger, acquisition of assets, consolidation or 
reorganization; 

     (11) invest more than 5% of its total assets in securities of companies 
which have (with predecessors) a record of less than three years' continuous 
operation; 

     (12) acquire any securities of companies within one industry if, as a 
result of such acquisition, more than 25% of the value of the Portfolio's 
total assets would be invested in securities of companies within such 
industry, except the RWB/DFA Two-Year Corporate Fixed Income Portfolio shall 
invest more than 25% of its total assets in obligations of banks and bank 
holding companies in the circumstances described in the prospectus under 
"Investments in the Banking Industry" and as otherwise described under 
"Portfolio Strategy;" 

     (13) write or acquire options (except as described in (1) above) or 
interests in oil, gas or other mineral exploration, leases or development 
programs; 

     (14) purchase warrants, except that the RWB/DFA U.S. High Book to Market 
Portfolio may acquire warrants as a result of corporate actions involving its 
holdings of equity securities; 

     (15) purchase securities on margin or sell short;  
   
     (16) acquire more than 10% of the voting securities of any issuer, 
provided that this limitation applies only to 75% of the assets of the 
RWB/DFA U.S. High Book to Market Portfolio; or

     (17) issue senior securities (as such term is defined in Section 18(f) 
of the 1940 Act), except to the extent permitted under the 1940 Act.
    

     The investment limitations described in (3), (4), (7), (9), (10), (11), 
(12) and (16) above do not prohibit the RWB/DFA U.S. High Book to Market 
Portfolio from investing all or substantially all of its assets in the shares 
of another registered open-end investment company, such as the U.S. Large Cap 
Value Series of the Trust.  

     The investment limitations described in (1) and (15) above do not 
prohibit a Portfolio that may purchase or sell financial futures contracts 
and options thereon from making margin deposits to the extent permitted under 
applicable regulations.  

     Although (2) above prohibits cash loans, the Portfolios are authorized 
to lend portfolio securities.  Inasmuch as the RWB/DFA U.S. High Book to 
Market Portfolio will only hold shares of the U.S. Large Cap Value Series, 
such Portfolio does not intend to lend those shares.  

   
    

     The RWB/DFA Two-Year Corporate Fixed Income Portfolio 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 


                                      4

<PAGE>

   
to Rule 144A under the 1933 Act, the Portfolios may purchase certain 
unregistered (i.e. restricted) securities upon a determination that a liquid 
institutional market exists for the securities.  If it is decided that a 
liquid market does exist, the securities will not be subject to the 15% 
limitation on holdings of illiquid securities stated in (7) above.  While 
maintaining oversight, the Board of 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.
    

     While the Portfolios and the U.S. Large Cap Value Series have retained 
authority to buy and sell financial futures contracts and options thereon, 
they have no present intention to do so.

   
     Subject to future regulatory guidance, for purposes of those investment 
limitations identified above that are based on total assets, "total assets" 
refers to the assets that the Series owns, and does not include assets which 
the Series does not own but over which it has effective control.  For 
example, when applying a percentage investment limitation that is based on 
total assets, the Series will exclude from its total assets those assets 
which represent collateral received by the Series for its securities lending 
transactions.
    

     Unless otherwise indicated, all limitations applicable to the 
investments of the Portfolios and the U.S. Large Cap Value Series 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 the U.S. Large Cap Value Series' assets 
invested in certain securities or other instruments resulting from market 
fluctuations or other changes in a Portfolio's or the Series' total assets 
will not require a Portfolio or the Series to dispose of an investment until 
the Advisor determines that it is practicable to sell or closeout the 
investment without undue market or tax consequences.  In the event that 
ratings services assign different ratings to the same security, the Advisor 
will determine which rating it believes best reflects the security's quality 
and risk at that time, which may be the higher of the several assigned 
ratings.

                                  FUTURES CONTRACTS

     Please note that while the following discussion relates to the policies 
of a Portfolio with respect to futures contracts, it should be understood 
that with respect to the RWB/DFA U.S. High Book to Market Portfolio, the 
discussion applies to the U.S. Large Cap Value Series of the Trust in which 
such Portfolio invests all of its assets.

     The Portfolios and the U.S. Large Cap Value Series may enter into 
futures contracts and options on futures contracts only for the purpose of 
remaining fully invested and to maintain liquidity to pay redemptions.  
Futures contracts provide for the future sale by one party and purchase by 
another party of a specified amount of defined securities at a specified 
future time and at a specified price.  Futures contracts which are 
standardized as to maturity date and underlying financial instrument are 
traded on national futures exchanges.  A Portfolio or the U.S. Large Cap 
Value Series will be required to make a margin deposit in cash or government 
securities with a broker or custodian to initiate and maintain positions in 
futures contracts.  Minimal initial margin requirements are established by 
the futures exchange and brokers may establish margin requirements which are 
higher than the exchange requirements.  After a futures contract position is 
opened, the value of the contract is marked to market daily.  If the futures 
contract price changes, to the extent that the margin on deposit does not 
satisfy margin requirements, payment of additional "variation" margin will be 
required.  Conversely, reduction in the contract value may reduce the 
required margin resulting in a repayment of excess margin to a Portfolio or 
the U.S. Large Cap Value Series.  Variation margin payments are made to and 
from the futures broker for as long as the contract remains open.  The 
Portfolios and the U.S. Large Cap Value Series expect to earn income on their 
margin deposits.  To the extent that a Portfolio or the Series invests in 
futures contracts and options thereon for other than bona fide hedging 
purposes, no Portfolio or Series will enter into such transactions if, 
immediately thereafter, the sum of the amount of initial margin deposits and 
premiums paid for open futures options would exceed 5% of the Portfolio's or 
the Series' total assets, after taking into account unrealized profits and 
unrealized losses on such contracts it has entered into; provided, however, 
that, in the case of an option that is in-the-money at the time of purchase, 
the in-the-money 


                                      5

<PAGE>

   
amount may be excluded in calculating the 5%.  Pursuant to published 
positions of the Securities and Exchange Commission (the "Commission"), the 
Portfolios or the Series may be required to maintain segregated accounts 
consisting of liquid assets, such as cash or liquid securities (or, as 
permitted under applicable regulation, enter into offsetting positions) in 
connection with their futures contract transactions in order to cover their 
obligations with respect to such contracts.
    

     Positions in futures contracts may be closed out only on an exchange 
which provides a secondary market.  However, there can be no assurance that a 
liquid secondary market will exist for any particular futures contract at any 
specific time.  Therefore, it might not be possible to close a futures 
position and, in the event of adverse price movements, a Portfolio or the 
U.S. Large Cap Value Series would continue to be required to make variation 
margin deposits.  In such circumstances, if a Portfolio or the U.S. Large Cap 
Value Series has insufficient cash, it might have to sell portfolio 
securities to meet daily margin requirements at a time when it might be 
disadvantageous to do so. Management intends to minimize the possibility that 
it will be unable to close out a futures contract by only entering into 
futures which are traded on national futures exchanges and for which there 
appears to be a liquid secondary market.

                      FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

     Except for transactions a Portfolio or the U.S. Large Cap Value Series 
has identified as hedging transactions, the Portfolio or Series is required 
for federal income tax purposes to recognize as income for each taxable year 
its net unrealized gains and losses on certain futures contracts as of the 
end of the year as well as those actually realized during the year.  In most 
cases, any gain or loss recognized with respect to a futures contract is 
considered to be 60% long-term gain or loss and 40% short-term capital gain 
or loss, without regard to the holding period of the contract.  Furthermore, 
sales of futures contracts which are intended to hedge against a change in 
the value of securities held by a Portfolio or the U.S. Large Cap Value 
Series may affect the holding period of such securities and, consequently, 
the nature of the gain or loss on such securities upon disposition.

   
     In order for a Portfolio or the U.S. Large Cap Value Series to continue 
to qualify for federal income tax treatment as a regulated investment 
company, at least 90% of its gross income for a taxable year must be derived 
from qualifying income; i.e., dividends, interest, income derived from loans 
of securities, gains from the sale of securities and other income derived 
with respect to the Portfolio's or the Series' business of investing in 
securities.  It is anticipated that any net gain realized from closing 
futures contracts will be considered gain from the sale of securities and, 
therefore, constitute qualifying income for purposes of the 90% requirement.  
The Portfolios and the U.S. Large Cap Value Series will distribute to 
shareholders annually any net capital gains which have been recognized for 
federal income tax purposes (including unrealized gains at the end of the 
Portfolios' or the Series' fiscal year) on futures transactions.  Such 
distributions will be combined with distributions of capital gains realized 
on the Portfolios' or the Series' other investments.
    

                            DIRECTORS AND OFFICERS

     The names, addresses and dates of birth of the directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years is set forth below.


                                      6

<PAGE>

DIRECTORS

   
     David G. Booth, Director*, (12/2/46), President and Chairman-Chief 
Executive Officer, Santa Monica, CA.  President, Chairman-Chief Executive 
Officer and Director, of the following companies:  Dimensional Fund Advisors 
Inc., DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions 
Group Inc. (registered investment company) and Dimensional Emerging Markets 
Fund Inc. (registered investment company).  Trustee, President and 
Chairman-Chief Executive Officer of The DFA Investment Trust Company 
(registered investment company).  Chairman and Director, Dimensional Fund 
Advisors Ltd.
    

     George M. Constantinides, (9/22/47), Director, Chicago, IL.  Leo Melamed 
Professor of Finance, Graduate School of Business, University of Chicago. 
Trustee, The DFA Investment Trust Company.  Director, DFA Investment 
Dimensions Group Inc. and Dimensional Emerging Markets Fund Inc.

     John P. Gould, (1/19/39), Director, Chicago, IL.  Steven G. Rothmeier 
Distinguished Service Professor of Economics, Graduate School of Business, 
University of Chicago.  Trustee, The DFA Investment Trust Company and First 
Prairie Funds (registered investment companies).  Director, DFA Investment 
Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. and Harbor 
Investment Advisors.  Executive Vice President, Lexecon Inc. (economics, law, 
strategy and finance consulting).

     Roger G. Ibbotson, (5/27/43), Director, New Haven, CT.  Professor in 
Practice of Finance, Yale School of Management.  Trustee, The DFA Investment 
Trust Company.  Director, DFA Investment Dimensions Group Inc., Dimensional 
Emerging Markets Fund Inc., Hospital Fund, Inc. (investment management 
services) and BIRR Portfolio Analysis, Inc. (software products).  Chairman 
and President, Ibbotson Associates, Inc. (software, data, publishing and 
consulting).

   
     Merton H. Miller, (5/16/23), Director, Chicago, IL.  Robert R. McCormick 
Distinguished Service Professor Emeritus, Graduate School of Business, 
University of Chicago.  Trustee, The DFA Investment Trust Company.  Director, 
DFA Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Inc. 
and Public Director, Chicago Mercantile Exchange.

     Myron S. Scholes, (7/1/42), Director, Greenwich, CT.  Limited Partner, 
Long-Term Capital Management L.P. (money manager).  Frank E. Buck Professor 
Emeritus of Finance, Graduate School of Business and Professor of Law, Law 
School, Senior Research Fellow, Hoover Institution, (all) Stanford 
University. Trustee, The DFA Investment Trust Company.  Director, DFA 
Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Inc., 
Benham Capital Management Group of Investment Companies and Smith Breeden 
Group of Investment Companies.

     Rex A. Sinquefield, (9/7/44), Director*, Chairman - Chief Investment 
Officer, Santa Monica, CA.  Chairman-Chief Investment Officer and Director, 
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, 
DFA Investment Dimensions Group Inc. and Dimensional Emerging Markets Fund 
Inc. Trustee, Chairman-Chief Investment Officer of The DFA Investment Trust 
Company. Chairman, Chief Executive Officer and Director, Dimensional Fund 
Advisors Ltd.
    

*Interested Director of the Fund.

OFFICERS

   
     Each of the officers listed below hold the same office (except as 
otherwise noted) in the following entities:  Dimensional Fund Advisors Inc., 
DFA Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group 
Inc., The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and 
Dimensional Emerging Markets Fund Inc.
    

     Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.


                                      7

<PAGE>

     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.
   
     Maureen Connors, (11/17/36), Vice President and Assistant Secretary, Santa
Monica, CA.
    

     Robert Deere, (10/8/57), Vice President, Santa Monica, CA.
   
     Irene R. Diamant, (7/16/50), Vice President and Secretary (for all entities
other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.  

     Richard Eustice, (8/5/65), Vice President and Assistant Secretary, Santa
Monica, CA.
    
     Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.

     Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.

   
     Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA.  Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.
    
     Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.

     Catherine L. Newell, (5/7/64), Vice President and Assistant Secretary (for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA. 
Associate, Morrison & Foerster, LLP from 1989 to 1996.

     David Plecha, (10/26/61), Vice President, Santa Monica, CA.  

     George Sands, (2/8/56), Vice President, Santa Monica, CA.
   
     Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.
    
     Jeanne C. Sinquefield, Ph.D., (12/2/46), Executive Vice President, Santa
Monica, CA.

     Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.
   
     Weston Wellington, (3/1/51), Vice President, Santa Monica, CA.  Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.
    
     Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.

     **Directors and officers as a group own less than 1% of each Portfolio's 
outstanding stock.

   
     Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1997, and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
    

                                     Aggregate          Total Compensation from
                                   Compensation                 Fund
Director                             from Fund             and Fund Complex  
- --------                           ------------         -----------------------


                                      8

<PAGE>

   
<TABLE>
<S>                                   <C>                      <C>
George M. Constantinides              $5,000                   $30,000
John P. Gould                         $5,000                   $30,000
Roger G. Ibbotson                     $5,000                   $30,000
Merton H. Miller                      $5,000                   $30,000
Myron S. Scholes                      $5,000                   $30,000
</TABLE>
    

   
*moved from here; text not shown
    

                               ADMINISTRATIVE SERVICES

     PFPC Inc. ("PFPC") serves as the accounting services, dividend 
disbursing and transfer agent for the Portfolios and the U.S. Large Cap Value 
Series.  The services provided by PFPC are subject to supervision by the 
executive officers and the Board of Directors of the Fund and include 
day-to-day keeping and maintenance of certain records, calculation of the net 
asset value of the shares, preparation of reports, liaison with the 
Portfolios' and the Series' custodian, and dividend disbursing agency 
services. 

     For its services, the RWB/DFA U.S. High Book to Market Portfolio pays PFPC
a monthly fee of $1,000.  The RWB/DFA Two-Year Corporate Fixed Income Portfolio
and the RWB/DFA Two-Year Government Portfolio each pay PFPC .0513% of the first
$100 million of net assets; .0308% of the next $100 million of net assets; and
 .0205% of net assets over $200 million. 


                                  OTHER INFORMATION
   
     For the services it provides as investment advisor to the Fixed Income 
Portfolios and the U.S. Large Cap Value Series, the Advisor is paid a monthly 
fee calculated as a percentage of average net assets of each Fixed Income 
Portfolio and the U.S. Large Cap Value Series.  Prior to November 30, 1997, 
the RWB/DFA Two-Year Corporate Fixed Income Portfolio invested all of its 
assets in DFA Two-Year Corporate Fixed Income Series of the Trust and the 
RWB/DFA Two-Year Government Portfolio invested all of its assets in DFA 
Two-Year Government Series of the Trust.  For the fiscal year ended November 
30, 1997, the DFA Two-Year Corporate Fixed Income Series, the DFA Two-Year 
Government Series and the U.S. Large Cap Value Series paid advisory fees of 
$210,435, $175,486 and $1,255,135, respectively.  The U.S. Large Cap Value 
Series has more than one investor; this dollar amount represents the total 
dollar amount of advisory fees paid by the U.S. Large Cap Value Series to the 
Advisor.
    

     The Fund was known as DFA U.S. Large Cap Inc. from February 1992, until 
the Fund amended its Articles of Incorporation in April 1993, to change to 
its present name.  Prior to a February 1992, amendment to the Fund's Articles 
of Incorporation, the Fund was known as DFA U.S. Large Cap Portfolio Inc.  
The Fund commenced offering shares of the Portfolios in May 1996.

     PNC Bank, N.A. serves as the custodian for the Portfolios and the U.S. 
Large Cap Value Series.  The custodian maintains a separate account or 
accounts for the Portfolios and the Series; receives, holds and releases 
portfolio securities on account of the Portfolios and the Series; makes 
receipts and disbursements of money on behalf of the Portfolios and the 
Series; and collects and receives income and other payments and distributions 
on account of the Portfolios' and the Series' portfolio securities.


                                      9

<PAGE>

     Coopers & Lybrand L.L.P., the Fund's independent accountants, audits the 
Fund's financial statements on an annual basis.

                           PRINCIPAL HOLDERS OF SECURITIES


   
     As of January 30, 1998, the following person(s) beneficially owned 5% or 
more of the outstanding stock of each Portfolio:
    

                      RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
   
<TABLE>
          <S>                                                             <C>
          Charles Schwab & Co.-REIN*                                      82.87%
          101 Montgomery Street
          San Francisco, CA  94104

          Donaldson, Lufkin & Jenrette Securities Corp.-
          Pershing Division*                                              15.77%
          P.O. Box 2052
          Jersey City, NJ  07303

                  RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

          Charles Schwab & Co.-CASH*                                      87.09%
          101 Montgomery Street
          San Francisco, CA  94104

          Donaldson, Lufkin & Jenrette Securities Corp.-
          Pershing Division*                                              10.03%
          P.O. Box 2052
          Jersey City, NJ  07303

                        RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO

          Charles Schwab & Co.-CASH*                                      91.88%
          101 Montgomery Street
          San Francisco, CA  94104

          Donaldson, Lufkin & Jenrette Securities Corp.-
          Pershing Division*                                               6.48%
          P.O. Box 2052
          Jersey City, NJ  07303

          *Owners of record only.
</TABLE>
    

                                  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.  
    


                                      10
<PAGE>

   
However, no purchases by wire may be made on any day that the Federal Reserve 
System is closed.  The Fund will generally be closed on days that the NYSE is 
closed.  The NYSE is scheduled to be open Monday through Friday throughout 
the year except for days closed to recognize New Year's Day, Martin Luther 
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, 
Labor Day, Thanksgiving and Christmas Day.  The Federal Reserve System is 
closed on the same days as the NYSE, except that it is open on Good Friday 
and closed on Columbus Day and Veterans' Day.  Orders for redemptions and 
purchases will not be processed if the Fund is closed.
    

     The Fund reserves the right, in its sole discretion, to suspend the 
offering of shares of any or all Portfolios or reject purchase orders when, 
in the judgment of management, such suspension or rejection is in the best 
interest of the Fund or a Portfolio.  Securities accepted in exchange for 
shares of a Portfolio will be acquired for investment purposes and will be 
considered for sale under the same circumstances as other securities in the 
Portfolio.

                                 REDEMPTION OF SHARES

     The following information supplements the information set forth in the 
prospectus under the caption "REDEMPTION OF SHARES."

   
     The Fund may suspend redemption privileges or postpone the date of 
payment: (1) during any period when the NYSE is closed, or trading on the 
NYSE is restricted as determined by the 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.
    

   
    

   
     Shareholders may transfer shares of a Portfolio to another person by 
making a written request therefore to the Advisor who will transmit the 
request to PFPC.  The request should clearly identify the account and number 
of shares to be transferred, and include the signature of all registered 
owners and all stock certificates, if any, which are subject to the transfer. 
 The signature on the letter of request, the stock certificate or any stock 
power must be guaranteed in the same manner as described in the prospectus 
under "REDEMPTION OF SHARES." As with redemptions, the written request must 
be received in good order before any transfer can be made. 
    

                           CALCULATION OF PERFORMANCE DATA
   
     Following are quotations of the annualized percentage total returns for 
each Portfolio for the one-, five-, and ten-year periods ended November 30, 
1997 (as applicable) using the standardized method of calculation required by 
the Commission.
    


                                      11


<PAGE>
<TABLE>
<CAPTION>
                                                                    One Year   Five Years   Ten Years
          <S>                                                       <C>        <C>          <C>
   
                                                                                (8 mos.)
          RWB/DFA U.S. High Book to Market Portfolio                 25.00%      22.19%        n/a
                                                                                                             
                                                                                (17 mos.)
          RWB/DFA Two-Year Corporate Fixed Income Portfolio           5.67%       6.29%        n/a
                                                                                                             (17 mos.)
                                                                                (17 mos.)
          RWB/DFA Two-Year Government Portfolio                       5.58%       6.31%        n/a
                                                                                
    
</TABLE>

   
     For purposes of calculating the performance of the RWB/DFA U.S. High 
Book to Market Portfolio, the performance of the U.S. Large Cap Value Series 
will be utilized for the period prior to when the Portfolio commenced 
operations, and, if applicable, restated to reflect the Portfolio's fees and 
expenses.  As the following formula indicates, each Portfolio and the U.S. 
Large Cap Value Series determines its average annual total return by finding 
the average annual compound rates of return over the stated time period that 
would equate a hypothetical initial purchase order of $1,000 to its 
redeemable value (including capital appreciation/depreciation and dividends 
and distributions paid and reinvested less any fees charged to a shareholder 
account) at the end of the stated time period.  The calculation assumes that 
all dividends and distributions are reinvested at the public offering price 
on the reinvestment dates during the period.  The calculation also assumes 
the account was completely redeemed at the end of each period and the 
deduction of all applicable charges and fees.  According to the Commission's 
formula:
    

P(1 + T)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 
required by the Commission, the Portfolios and the U.S. Large Cap Value 
Series may disseminate other performance data and may advertise total return 
calculated on a monthly basis.
    


                                      12

<PAGE>

     The Portfolios may compare their investment performance to appropriate 
market and mutual fund indices and investments for which reliable performance 
data is available.  Such indices are generally unmanaged and are prepared by 
entities and organizations which track the performance of investment 
companies or investment advisors.  Unmanaged indices often do not reflect 
deductions for administrative and management costs and expenses.  The 
performance of the Portfolios may also be compared in publications to 
averages, performance rankings or other information prepared by recognized 
mutual fund statistical services.  Any performance information, whether 
related to the Portfolios or to the Advisor, should be considered in light of 
a Portfolio's investment objectives and policies, characteristics and the 
quality of the Portfolio and market conditions during the time period 
indicated and should not be considered to be representative of what may be 
achieved in the future.

                                 FINANCIAL STATEMENTS

   
     The audited financial statements and financial highlights of each 
Portfolio for the Fund's fiscal year ended November 30, 1997, as set forth in 
the Fund's annual report to shareholders of the Portfolios, and the report 
thereon of Coopers & Lybrand L.L.P., independent accountants, also appearing 
therein, are incorporated herein by reference.

     The audited financial statements of the U.S. Large Cap Value Series, DFA 
Two-Year Corporate Fixed Income Series and DFA Two-Year Government Series of 
the Trust for the Trust's fiscal year ended November 30, 1997, as set forth 
in the Trust's annual report to shareholders and the report thereon of 
Coopers & Lybrand L.L.P., independent accountants, also appearing therein, 
are incorporated herein by reference.
    

   
    

   
     A shareholder may obtain a copy of the reports upon request and without 
charge, by contacting the Fund at the address or telephone number appearing 
on the cover of this statement of additional information.
    


                                      13

<PAGE>


                                        PART C

                                  OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.
          (a)  FINANCIAL STATEMENTS.
               Audited financial statements dated November 30, 1997 for each
               series of the Registrant were filed on February 5, 1998 via the
               U.S. Securities and Exchange Commission's EDGAR System in the
               Annual Report to shareholders of DIMENSIONAL INVESTMENT GROUP
               INC. pursuant to Rule 30b2-1 under the Investment Company Act of
               1940 ("1940 Act").  Such financial statements are incorporated by
               reference into the Statement of Additional Information of DFA
               International Value Portfolio IV and Emerging Markets Portfolio
               II dated February 13, 1998, and are incorporated by reference
               into the Statements of Additional Information of each series of
               the Registrant other than the DFA International Value Portfolio
               IV and Emerging Markets Portfolio II, each dated February 27,
               1998.

               Audited financial statements of DFA International Value Series
               and Emerging Markets Series of The DFA Investment Trust Company
               (the "Trust") for the fiscal year ended November 30, 1997, as set
               forth in the Trust's Annual Report to shareholders, were filed on
               February 5, 1998 with the SEC pursuant to Rule 30b2-1 under the
               1940 Act and are incorporated by reference into the Statement of
               Additional Information of DFA International Value Portfolio IV
               and Emerging Markets Portfolio II dated February 13, 1998. 
               Audited financial statements of Emerging Markets Series, U.S.
               6-10 Small Company Series, U.S. 6-10 Value Series, U.S. Large Cap
               Value Series, DFA One-Year Fixed Income Series, DFA International
               Value Series, DFA Two-Year Corporate Fixed Income Series and DFA
               Two-Year Government Series of the Trust for the fiscal year ended
               November 30, 1997, as set forth in the Trust's Annual Report to
               shareholders, were filed on February 5, 1998 with the SEC 
               pursuant to Rule 30b2-1 under the 1940 Act and are incorporated 
               by reference into the Statements of Additional Information of 
               each series of the Registrant, other-than the DFA International 
               Value Portfolio IV and Emerging Markets Portfolio II, dated 
               February 27, 1998.

                                      C-1

<PAGE>

          (b)  EXHIBITS.
               (1)  CHARTER, AS NOW IN EFFECT.
                    (a)  Form of Articles of Restatement.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 11/12 to the
                         Registration Statement of the Registrant on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  December 15, 1995.

                    (b)  Form of Articles Supplementary.  INCORPORATED HEREIN BY
                         REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 16/17 to the
                         Registration Statement on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  June 20, 1997.

               (2)  BY-LAWS, AS NOW IN EFFECT.
                    INCORPORATED HEREIN BY REFERENCE TO:
                    Filing:  Post-Effective Amendment No. 18/19 to the
                    Registration Statement on Form N-1A.
                    File Nos.: 33-33980 and 811-6067.
                    Filing Date:  February 13, 1998.

               (3)  VOTING TRUST AGREEMENT.
                    None.

               (4)  INSTRUMENTS DEFINING RIGHTS OF HOLDERS OF SECURITIES BEING
                    REGISTERED.
                    (a)  See Article Fifth of the Registrant's Articles of
                         Restatement
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 11/12 to the
                         Registration Statement of the Registrant on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  December 15, 1995.

               (5)  (a)  INVESTMENT ADVISORY CONTRACTS:
                         (1)  Form of Investment Advisory Agreement between
                              Registrant and DFA re: the RWB/DFA Two-Year
                              Corporate Fixed Income Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 17/18 to the
                              Registration Statement of the Registrant on Form
                              N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  October 1, 1997.


                                      C-2

<PAGE>

                         (2)  Form of Investment Advisory Agreement between
                              Registrant and DFA re: the RWB/DFA Two-Year
                              Government Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 17/18 to the
                              Registration Statement of the Registrant on Form
                              N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  October 1, 1997.


               (6)  UNDERWRITING DISTRIBUTION CONTRACT BETWEEN THE REGISTRANT
                    AND A PRINCIPAL UNDERWRITER.
                    Distribution Agreement dated April 16, 1993 between the
                    Registrant and DFA Securities Inc. is filed herewith.

               (7)  None.

               (8)  CUSTODY AGREEMENTS.
                    (a)  Form of Custodian Agreement between the Registrant and
                         PNC Bank, N.A. (formerly Provident National Bank) (the
                         "Custody Agreement") is filed herewith.

                         (1)  Form of Amendment Number One to the Custody
                              Agreement is filed herewith.

                         (2)  Form of Amendment Number Two to the Custody
                              Agreement is filed herewith.

                         (3)  Form of Amendment Number Three to the Custody
                              Agreement***.

                         (4)  Form of Amendment Number Four to the Custody
                              Agreement***.

                         (5)  Form of Amendment Number Five to the Custody
                              Agreement is filed herewith.

                         (6)  Form of Amendment Number Six to the Custody
                              Agreement.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.


                                      C-3

<PAGE>

                         (7)  Form of Amendment Number Seven to the Custody
                              Agreement
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.
                         (8)  Form of Amendment Number Eight to the Custody
                              Agreement re: DFA International Value Portfolio IV
                              and Emerging Markets Portfolio II.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.

               (9)  (a)  Form of Transfer Agency Agreement between the
                         Registrant and PFPC Inc. (formerly Provident Financial
                         Processing Corporation) (the "Transfer Agency
                         Agreement") is filed herewith.

                         (1)  Form of Amendment to the Transfer Agency
                              Agreement***.

                         (2)  Form of Amendment Number One to the Transfer
                              Agency Agreement is filed herewith.

                         (3)  Form of Amendment Number Two to the Transfer
                              Agency Agreement is filed herewith.

                         (4)  Form of Amendment Number Three to the Transfer
                              Agency Agreement***.

                         (5)  Form of Amendment Number Four to the Transfer
                              Agency Agreement***.

                         (6)  Form of Amendment Number Five to the Transfer
                              Agency Agreement is filed herewith.

                         (7)  Form of Amendment Number Six dated March 1, 1996
                              to the Transfer Agency Agreement re: the RWB/DFA
                              U.S. High Book to Market Portfolio, RWB/DFA
                              Two-Year Corporate Fixed Income 


                                      C-4

<PAGE>

                              Portfolio and RWB/DFA Two-Year Government 
                              Portfolio. INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (8)  Form of Amendment Number Seven to the Transfer
                              Agency Agreement re: DFA International Value
                              Portfolio IV and Emerging Markets Portfolio II.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.

                    (b)  Form of Administration and Accounting Services
                         Agreement between the Registrant and PFPC Inc.
                         (formerly with Provident Financial Processing
                         Corporation) (the "Accounting Services Agreement") is
                         filed herewith.

                         (1)  Form of Amendment to the Accounting Services
                              Agreement**.

                         (2)  Form of Amendment Number One to the Accounting
                              Services Agreement is filed herewith.

                         (3)  Form of Amendment Number Two to the Accounting
                              Services Agreement is filed herewith.

                         (4)  Form of Amendment Number Three to the Accounting
                              Services Agreement***.

                         (5)  Form of Amendment Number Four to the Accounting
                              Services Agreement***.

                         (6)  Form of Amendment Number Five to the Accounting
                              Services Agreement is filed herewith.

                         (7)  Form of Amendment Number Six dated March 1, 1996
                              to the Accounting 


                                      C-5

<PAGE>

                              Services Agreement re: RWB/DFA U.S. High Book to 
                              Market Portfolio, RWB/DFA Two-Year Corporate Fixed
                              Income Portfolio and RWB/DFA Two-Year Government 
                              Portfolio. INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (8)  Form of Amendment Number Seven to the Accounting
                              Services Agreement re: DFA International Value
                              Portfolio IV and Emerging Markets Portfolio II.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.

                    (c)  ADMINISTRATION AGREEMENTS.
                         (1)  Form of between the Registrant and Dimensional
                              Fund Advisors Inc. ("DFA") dated May 3, 1993 re:
                              the DFA 6-10 Institutional Portfolio, is filed 
                              herewith.

                         (2)  Form of between the Registrant and DFA dated
                              December 1, 1993 re: the DFA International Value
                              Portfolio, is filed herewith.

                         (3)  Form of between the Registrant and DFA re: the DFA
                              International Value Portfolio II, is filed 
                              herewith.

                         (4)  Form of between the Registrant and DFA dated
                              January 1, 1994 re: the U.S. 6-10 Value
                              Portfolio II, is filed herewith.

                         (5)  Form of between the Registrant and DFA dated July
                              1, 1994 re: the U.S. Large Cap Value Portfolio
                              II, is filed herewith.


                                      C-6

<PAGE>

                         (6)  Form of between the Registrant and DFA dated
                              September 30, 1994 re: the DFA One-Year Fixed
                              Income Portfolio II, is filed herewith.

                         (7)  Form of between the Registrant and DFA dated
                              December 20, 1994 re: the U.S. Large Cap Value
                              Portfolio III, is filed herewith.

                         (8)  Form of between the Registrant and DFA dated
                              December 20, 1994 re: the DFA International Value
                              Portfolio III, is filed herewith.

                         (9)  Form of between the Registrant and DFA 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
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (10) Form of between the Registrant and DFA dated March
                              1, 1996 re: the RWB/DFA Two-Year Corporate Fixed
                              Income Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (11) Form of between the Registrant and DFA dated March
                              1, 1996 re: the RWB/DFA Two-Year Government
                              Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.


                                      C-7

<PAGE>

                         (12) Form of re: DFA International Value Portfolio IV
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.
                                  
                         (13) Form of re: Emerging Markets Portfolio II.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 16/17 to the
                              Registration Statement on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  June 20, 1997.

                    (d)  CLIENT SERVICE AGREEMENTS.
                         (1)  Form of re: the RWB/DFA Two-Year Corporate Fixed
                              Income Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (2)  Form of re: the RWB/DFA Two-Year Government
                              Portfolio.
                              INCORPORATED HEREIN BY REFERENCE TO:
                              Filing:  Post-Effective Amendment No. 12/13 to the
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.

                         (3)  Form of Client Service Agent Agreement 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
                              Registration Statement of Registrant on Form N-1A.
                              File Nos.:  33-33980 and 811-6067.
                              Filing Date:  December 15, 1995.


                                      C-8

<PAGE>

                    (e)  OTHER.
                         (1)  Form of Facility Agreement with Dimensional Fund
                              Advisors Inc.**.
          
                         (2)  Form of Shareholder Service Agreements.

                              (i)    Administrative Service Agreement dated 
                                     July 1, 1996 between Bankers Trust Company
                                     and the Registrant, on behalf of the U.S.
                                     Small Cap Value Portfolio II, the U.S. 
                                     Large Cap Value Portfolio II and the DFA
                                     International Value Portfolio II, is filed
                                     herewith.

                               (ii)  Services Agreement, dated as of July 1, 
                                     1994 between Charles Schwab & Co., Inc. and
                                     the Registrant, on behalf of the U.S. Small
                                     Cap Portfolio II, the U.S. Large Cap 
                                     Portfolio II and the DFA International 
                                     Value Portfolio II, is filed herewith.

                               (iii) Client Service Agreement dated March 13,
                                     1996 by and between Reinhardt, Werba, 
                                     Bowen, Inc. ("RWB") and the Registrant, on
                                     behalf of the RWB/DFA Two-Year Government
                                     Portfolio, is filed herewith.

                               (iv)  Client Service Agreement dated March 13, 
                                     1996 by and between RWB and the Registrant,
                                     on behalf of the RWB/DFA Two-Year Corporate
                                     Fixed Income Portfolio, is filed herewith.

                               (v)   Client Service Agreement dated March 13, 
                                     1996 by and between RWB and the Registrant,
                                     on behalf of the RWB/DFA U.S. High Book to 
                                     Market Portfolio, is filed herewith.
                            
               (10) OPINION OF COUNSEL.  Not Applicable.


                                      C-9

<PAGE>


               (11) CONSENTS.  Consent of Coopers & Lybrand, L.L.P. is filed
                    herewith.

               (12) FINANCIAL STATEMENTS OMITTED FROM ITEM 23.  Not applicable.

               (13) AGREEMENTS OF UNDERSTANDINGS MADE IN CONSIDERATION FOR
                    PROVIDING INITIAL CAPITAL.
                    (a)  Form of Subscription Agreement under Section 14(a)(3)
                         of Investment Company Act of 1940**.

               (14) MODEL PLAN USED IN THE ESTABLISHMENT OF ANY RETIREMENT PLAN.
                    None.

               (15) (a)  PLANS ENTERED INTO PURSUANT TO RULE 12B-1.
                         None.

                    (b)  AGREEMENTS RELATING TO IMPLEMENTATION WITH PLAN.
                         None.

               (16) SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS.  Filed
                    herewith.

               (17) FINANCIAL DATA SCHEDULES.
                    Financial Data Schedules dated November 30, 1997 relating to
                    the:

                         (1)  DFA 6-10 Institutional Portfolio of the
                              Registrant.

                         (2)  DFA International Value Portfolio of the
                              Registrant.

                         (3)  DFA International Value Portfolio II of the
                              Registrant.

                         (4)  U.S. 6-10 Value Portfolio II of the Registrant.

                         (5)  U.S. Large Cap Value Portfolio II of the
                              Registrant.

                         (6)  DFA One-Year Fixed Income Portfolio II of the
                              Registrant.

                         (7)  U.S. Large Cap Value Portfolio III of the
                              Registrant.

                         (8)  DFA International Value Portfolio III of the
                              Registrant.


                                    C-10

<PAGE>

                         (9)  RWB/DFA U.S. High-Book-to-Market Portfolio of the
                              Registrant.

                         (10) RWB/DFA Two-Year Corporate Fixed Income Portfolio
                              of the Registrant.

                         (11) RWB/DFA Two-Year Government Portfolio of the
                              Registrant.

                         (12) DFA International Value Portfolio IV of the
                              Registrant.

                         (13) Emerging Markets Portfolio II of the Registrant.

               (18) PLANS PURSUANT TO RULE 18F-3.  Not applicable.

               (19) POWERS-OF-ATTORNEY.
                    (a)  On behalf of the Registrant, dated July 18, 1997,
                         appointing David G. Booth, Rex A. Sinquefield, Michael
                         T. Scardina, Irene R. Diamant, Catherine L. Newell and
                         Stephen W. Kline, Esquire as attorneys in fact.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 17/18 to the
                         Registration Statement of the Registrant on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  October 1, 1997.

                    (b)  On behalf of DFA Investment Trust Company, dated July
                         18, 1997, appointing David G. Booth, Rex A.
                         Sinquefield, Michael T. Scardina, Irene R. Diamant,
                         Catherine L. Newell and Stephen W. Kline, Esquire as
                         attorneys in fact.
                         INCORPORATED HEREIN BY REFERENCE TO:
                         Filing:  Post-Effective Amendment No. 17/18 to the
                         Registration Statement of the Registrant on Form N-1A.
                         File Nos.:  33-33980 and 811-6067.
                         Filing Date:  October 1, 1997.


     **   Previously filed with this registration statement and incorporated
          herein by reference.

     ***  To be filed by amendment.

ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
          None.


                                    C-11


<PAGE>

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES.

<TABLE>
<CAPTION>

              (1)                                                (2)
                                                      Number of Record
          Title of Class                                Holders as of
          (PAR VALUE $.01)                             DECEMBER 31, 1997
          ----------------                             -----------------
          <S>                                                 <C>
          DFA 6-10 Institutional Portfolio                     2
          DFA International Value Portfolio                   69
          DFA International Value Portfolio II                 1
          U.S. 6-10 Value Portfolio II                         1
          U.S. Large Cap Value Portfolio II                    1
          DFA One-Year Fixed Income Portfolio II               6
          DFA International Value Portfolio III                1
          U.S. Large Cap Value Portfolio III                   3
          RWB/DFA U.S. High Book-to-Market
            Portfolio                                          4
          RWB/DFA Two-Year Corporate Fixed
            Income Portfolio                                   4
          RWB/DFA Two-Year Government Portfolio                4
          DFA International Value Portfolio IV                 1
          Emerging Markets Portfolio II                        1
</TABLE>

ITEM 27.  INDEMNIFICATION.
          (a)  Section 1 of Article Ten of the Registrant's By-Laws, as 
               approved through December 20, 1995, provides for indemnification,
               as set forth below (with respect to the indemnification of the
               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 


                                    C-12

<PAGE>


                    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 provide the following
               under Article Seventh:

               (1)  To the fullest extent that limitations on the liability of
                    directors and officers are permitted by the Maryland General
                    Corporation Law, as amended from time to time, no director
                    or officer of the Corporation shall have any liability to
                    the Corporation or its stockholders for money damages.  This
                    limitation on liability applies to liabilities occurring for
                    acts or omissions occurring at the time a person serves as a
                    director or officer of the Corporation, whether or not such
                    person is a director or officer at the time of any
                    proceeding in which liability is asserted.

               (2)  Notwithstanding the foregoing, this Article SEVENTH shall
                    not operate to protect any director or officer of the
                    Corporation against any liability to the Corporation or its
                    stockholders to which such person would otherwise be subject
                    by reason or willful misfeasance, bad faith, gross
                    negligence, or reckless disregard of the duties involved in
                    the conduct of such person's office.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
               Registrant's Investment Advisor, Dimensional Fund Advisors Inc.
               (the "Advisor"), was organized in May, 1981.  The principal place
               of business of the Advisor is 1299 Ocean Avenue, 11th Floor,
               Santa Monica, CA  90401.  The Advisor is engaged in the business
               of providing investment advice primarily to institutional
               investors.

               The Advisor is also the investment manager for three other
               registered open-end investment 


                                    C-13


<PAGE>


               companies, The DFA Investment Trust Company, Dimensional 
               Emerging Market Funds Inc. and DFA Investment Dimensions Group 
               Inc.  The Advisor also serves as sub-advisor for certain other 
               registered investment companies. For additional information, 
               please see "Management of the Fund" in the Prospectuses and 
               "Directors and Officers" in the Statements of Additional 
               Information 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 of a substantial 
               nature engaged in by those officers and directors during the 
               past two years.

ITEM 29.  PRINCIPAL UNDERWRITERS.
          (a)  NAMES OF INVESTMENT COMPANIES FOR WHICH THE REGISTRANT'S
               PRINCIPAL UNDERWRITER ALSO ACTS AS PRINCIPAL UNDERWRITER.
               Not Applicable.

          (b)  Registrant distributes its own shares.  It has entered into an
               agreement with DFA Securities Inc. dated April 16, 1993 which
               provides that DFA Securities Inc., 1299 Ocean Avenue, 11th Floor,
               Santa Monica, CA  90401, will supervise the sale of Registrant's
               shares.  This agreement is subject to the requirements of Section
               15(b) of the Investment Company Act of 1940.

          (c)  COMMISSIONS AND OTHER COMPENSATION RECEIVED BY EACH PRINCIPAL
               UNDERWRITER WHO IS NOT AN AFFILIATED PERSON OF THE REGISTRANT.
               Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
          Most accounts and records are maintained by PFPC Inc., 400 Bellevue
          Parkway, Wilmington, DE 19809.  Other records are maintained by
          Registrant at its business office at 1299 Ocean Avenue, 11th Floor,
          Santa Monica, CA  90401.

ITEM 31.  MANAGEMENT SERVICES.
          None           


                                    C-14

<PAGE>

ITEM 32.  UNDERTAKINGS.
          (a)  Not applicable.
          (b)  The Registrant hereby undertakes to furnish each person to whom a
               prospectus is delivered with a copy of the Registrant's latest
               annual report to shareholders, upon request and without charge.


                                    C-15


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant certifies that it meets all of 
the requirements for effectiveness of this Post-Effective Amendment Nos. 
19/20 to its Registration Statement pursuant to Rule 485(b) under the 
Securities Act of 1933 and has duly caused this Post-Effective Amendment Nos. 
19/20 to be signed on its behalf by the undersigned, thereto duly authorized, 
in the City of Santa Monica and the State of California on the 26th day of 
February, 1998.

                              DIMENSIONAL INVESTMENT GROUP INC.

                         By:  David G. Booth*                    
                              ----------------------------------
                              David G. Booth
                              President

Pursuant to the requirements of the Securities Act of 1933, this 
Post-Effective Amendment Nos. 19/20 to the Registration Statement has been 
signed by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                          Title                   Date
- ---------                          -----                   ----
<S>                                <C>                     <C>
David G. Booth*                    Director and
- -------------------------          Chairman-Chief          February 26, 1998
David G. Booth                     Executive Officer

Rex A. Sinquefield*                Director and
- -------------------------          Chairman-Chief          February 26, 1998
Rex A. Sinquefield                 Investment Officer

Michael T. Scardina*               Chief Financial
- -------------------------          Officer, Treasurer      February 26, 1998
Michael T. Scardina                and Vice President


George M. Constantinides*          Director                February 26, 1998
- -------------------------
George M. Constantinides


John P. Gould*                     Director                February 26, 1998
- -------------------------
John P. Gould

Roger G. Ibbotson*                 Director                February 26, 1998
- -------------------------
Roger G. Ibbotson


Merton H. Miller*                  Director                February 26, 1998
- -------------------------
Merton H. Miller


Myron S. Scholes*                  Director                February 26, 1998
- -------------------------
Myron S. Scholes
</TABLE>

*    By:  Irene R. Diamant              
          -------------------------
          Irene R. Diamant, attorney-in-fact
          (Pursuant to Power of Attorney


                                    C-16

<PAGE>

                                   SIGNATURES

     The DFA Investment Trust Company consents to the filing of this 
Post-Effective Amendment Nos. 19/20 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 February, 1998.

                              THE DFA INVESTMENT TRUST COMPANY

                         By:  David G. Booth*                    
                              ---------------------------------
                              David G. Booth
                              President and
                              Chairman-Chief Executive Officer

The undersigned Trustees and Principal Officers of The DFA Investment Trust 
Company consent to the filing of this Post-Effective Amendment Nos. 19/20 to 
the Registration Statement of Dimensional Investment Group Inc. on the dates 
indicated.

<TABLE>
<CAPTION>
Signature                          Title                   Date
- ---------                          -----                   ----
<S>                                <C>                     <C>
David G. Booth*                    Trustee and
- -------------------------          Chairman-Chief          February 26, 1998
David G. Booth                     Executive Officer

Rex A. Sinquefield*                Trustee and
- -------------------------          Chairman-Chief          February 26, 1998
Rex A. Sinquefield                 Investment Officer

Michael T. Scardina*               Chief Financial
- -------------------------          Officer, Treasurer      February 26, 1998
Michael T. Scardina                and Vice President


George M. Constantinides*          Trustee                 February 26, 1998
- -------------------------
George M. Constantinides


John P. Gould*                     Trustee                 February 26, 1998
- -------------------------
John P. Gould

Roger G. Ibbotson*                 Trustee                 February 26, 1998
- -------------------------
Roger G. Ibbotson


Merton H. Miller*                  Trustee                 February 26, 1998
- -------------------------
Merton H. Miller


Myron S. Scholes*                  Trustee                 February 26, 1998
- -------------------------
Myron S. Scholes
</TABLE>

*    By:  Irene R. Diamant              
          ----------------------------------
          Irene R. Diamant, attorney-in-fact
          (Pursuant to Power of Attorney


                                    C-17
<PAGE>

                              EXHIBIT INDEX
                              -------------

EXHIBIT NO.           EXHIBIT

99 (b)(6)             Distribution Agreement dated April 16, 1993 between the 
                      Registrant and DFA Securities Inc.

99 (b)(8)(a)          Form of Custodian Agreement between the Registrant and 
                      PNC Bank, N.A. (the "Custody Agreement")

99 (b)(8)(a)(1)       Form of Amendment Number One to the Custody Agreement

99 (b)(8)(a)(2)       Form of Amendment Number Two to the Custody Agreement

99 (b)(8)(a)(5)       Form of Amendment Number Five to the Custody Agreement

99 (b)(9)(a)          Form of Transfer Agency Agreement between the Registrant
                      and PFPC Inc. (the "Transfer Agency Agreement")

99 (b)(9)(a)(2)       Form of Amendment Number One to the Transfer Agency 
                      Agreement

99 (b)(9)(a)(3)       Form of Amendment Number Two to the Transfer Agency 
                      Agreement

99 (b)(9)(a)(5)       Form of Amendment Number Five to the Transfer Agency
                      Agreement

99 (b)(9)(b)          Form of Administration and Accounting Services Agreements
                      between the Registrant and PFPC Inc. (the "Accounting 
                      Services Agreement")

99 (b)(9)(b)(2)       Form of Amendment Number One to the Accounting Services 
                      Agreement

99 (b)(9)(b)(3)       Form of Amendment Number Two to the Accounting Services
                      Agreement

99 (b)(9)(b)(6)       Form of Amendment Number Five to the Accounting Services
                      Agreement

99 (b)(9)(c)(1)       Form of Administration Agreement between the Registrant
                      and Dimensional Fund Advisors Inc. ("DFA") dated May 3, 
                      1993 re: the DFA 6-10 Institutional Portfolio

99 (b)(9)(c)(2)       Form of Administration Agreement between the Registrant
                      and DFA dated December 1, 1993 re: the DFA International
                      Value Portfolio

99 (b)(9)(c)(3)       Form of Administration Agreement between the Registrant 
                      and DFA re: the DFA International Value Portfolio II.


                                      C-18

<PAGE>

99 (b)(9)(c)(4)       Form of Administration Agreement between the Registrant 
                      and DFA dated July 1, 1994 re: the U.S. 6-10 Value 
                      Portfolio II

99 (b)(9)(c)(5)       Form of Administration Agreement between the Registrant 
                      and DFA dated July 1, 1994 re: the U.S. Large Cap Value 
                      Portfolio II

99 (b)(9)(c)(6)       Form of Administration Agreement between the Registrant 
                      and DFA dated September 30, 1994 re: the DFA One-Year 
                      Fixed Income Portfolio II

99 (b)(9)(c)(7)       Form of Administration Agreement between the Registrant
                      and DFA dated December 20, 1994 re: the U.S. Large Cap
                      Value Portfolio III

99 (b)(9)(c)(8)       Form of Administration Agreement between the Registrant
                      and DFA dated December 20, 1994 re: the DFA International
                      Value Portfolio III

99 (b)(9)(e)(2)(i)    Administrative Service Agreement dated July 1, 1996 
                      between Bankers Trust Company and the Registrant, on 
                      behalf of the U.S. Small Cap Value Portfolio II, the U.S.
                      Large Cap Value Portfolio II and the DFA International 
                      Value Portfolio II

99 (b)(9)(e)(2)(ii)   Services Agreement dated as of July 1, 1994 between 
                      Charles Schwab & Co., Inc. and the Registrant, on behalf
                      of the U.S. Small Cap Portfolio II, the U.S. Large Cap
                      Portfolio II and the DFA International Value Portfolio II

99 (b)(9)(e)(2)(iii)  Client Service Agreement dated March 13, 1996 by and 
                      between Reinhardt, Werba, Bowen, Inc. ("RWD") and the 
                      Registrant, on behalf of the RWB/DFA Two-Year Government
                      Portfolio

99 (b)(9)(e)(2)(iv)   Client Service Agreement dated March 13, 1996 by and 
                      between RWB and the Registrant, on behalf of the RWB/DFA
                      Two-Year Corporate Fixed Income Portfolio

99 (b)(9)(e)(2)(v)    Client Service Agreement dated March 13, 1996 by and
                      between RWB and the Registrant, on behalf of the RWB/DFA
                      U.S. High Book to Market Portfolio

99(b)(9)(e)(2)(vi)    Amendment to Client Service Agreement dated March 13, 1996
                      by and between RWB and the Registrant, on behalf of the 
                      RWB/DFA U.S. High Book to Market Portfolio

99 (b)(11)            Consent of Coopers & Lybrand, L.L.P.




                                      C-19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B-6
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 99.(B)(6)
<TEXT>

<PAGE>

                                      AGREEMENT



     Agreement made this 16th day of April, 1993, between Dimensional 
Investment Group Inc. (the "Fund"), a Maryland corporation, and DFA Securities
Inc. ("DFA Securities"), an Illinois corporation.

     In consideration of the premises and mutual covenants contained herein, the
parties, intending to be legally bound, hereby agree as follows:

     (1)  The Fund hereby authorizes DFA Securities to supervise the sale of
common stock issued by the Fund pursuant to the Registration Statement filed by
the Fund with the U.S. Securities and Exchange Commission on Form N-1A (SEC File
No. 33-33980), as amended from time to time, during the term of this Agreement.

     (2)  Sales of Fund shares shall be effected in the manner provided for in
the then current prospectus of the Fund and in the account registration forms
provided by the Fund to DFA Securities.

     (3)  In carrying out its responsibilities under this Agreement, DFA
Securities shall use its best efforts to ensure that persons engaged as Regional
Directors and Regional Representatives of DFA Securities comply with applicable
Federal and state regulatory requirements regarding the sale of securities, and
with Sections 26(f) and (g) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. ("NASD").

     (4)  DFA Securities will utilize its best efforts to encourage and promote
the sale of Fund shares and, to this end, at its own expense may prepare and
disseminate research and resource material as may be reasonably necessary or
desirable to promote the sale of Fund shares.  Any such material which refers to
the Fund shall be approved in writing by an executive officer of the Fund prior
to dissemination.

     (5)  The Fund shall be responsible for, and shall bear the costs of,
registration of Fund shares under applicable Federal and state securities laws. 
DFA Securities shall be responsible for, and shall bear the cost of, its own
registration as a securities dealer under Federal and state law and of its
membership in the NASD and the cost of prospectuses provided to persons who are
not stockholders of the Fund.

     (6)  This Agreement shall become effective on the effective date of
post-effective amendment number 2 to the Registration Statement of the Fund,
provided that prior to such date this 

<PAGE>

Agreement has been approved by a vote of a majority of the Directors of the
Fund.

     (7)  This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon sixty
days' written notice.

     (8)  Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other to the party giving notice:  if to the Fund,
at 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401, and if to DFA
Securities, at 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

     (9)  This Agreement shall be construed in accordance with the laws of the
State of California.

     IN WITNESS WHEREOF, the Fund and DFA Securities have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of the
day and year above written.


                              DIMENSIONAL INVESTMENT GROUP INC.



                              By: /s/ David G. Booth 
                                ---------------------------------



                              DFA SECURITIES INC.



Dated: April 16, 1993         By: /s/ David G. Booth 
      -------------------        ---------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(8)(A)
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 99.(B)(8)(A)
<TEXT>

<PAGE>

                                          
                                CUSTODIAN AGREEMENT

     THIS AGREEMENT is made as of July 12, 1991, by and between DFA
U.S. LARGE CAP PORTFOLIO INC., a Maryland Corporation (the "Fund") and
PROVIDENT NATIONAL BANK, a national banking association ("Provident").

                               W I T N E S S E T H :

     WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("the
1940 Act"); and

     WHEREAS, the Fund desires to retain Provident to serve as the Fund's
custodian and Provident is willing to serve as the Fund's custodian;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

     1.   APPOINTMENT.  The Fund hereby appoints Provident to act as 
custodian of the portfolio securities, cash and other property belonging to 
the Fund for the period and on the terms set forth in this Agreement.  
Provident accepts such appointment and agrees to furnish the services herein 
set forth in return for the compensation as provided in Paragraph 21 of this 
Agreement. 

<PAGE>

     2.   DELIVERY OF DOCUMENTS.  The Fund has furnished Provident with 
copies properly certified or authenticated of each of the following:

          (a)  Resolutions of the Fund's Board of Directors authorizing the
appointment of Provident as custodian of the portfolio securities, cash and
other property belonging to the Fund as provided herein and approving this
Agreement;

          (b)  Appendix A identifying and containing the signatures of the
Fund's officers authorized to issue Oral Instructions and to sign Written
Instructions, as hereinafter defined, on behalf of the Fund;

          (c)  The Fund's Articles of Incorporation filed with the Department of
Assessments and Taxation of the State of Maryland on March 19, 1990 and all
amendments thereto (such Articles of Incorporation, as presently in effect and
as they shall from time to time be amended, are herein called the "Charter");

          (d)  The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");

          (e)  The current Facility Agreement between Dimensional Fund Advisers
Inc. ("DFA") and the Fund (the "Facility Agreement");

          (f)  The Agreement between the Fund and DFA Securities Inc.;

          (g)  The Transfer Agency Agreement between Provident Financial
Processing Corporation (the "Transfer Agent") and the Fund dated as of July 12,
1991 (the "Transfer Agency Agreement");


                                          2

<PAGE>

          (h)  The Administration and Accounting Services Agreement between
Provident Financial Processing Corporation and the Fund dated as of July 12,
1991 (the "Accounting Services Agreement");

          (i)  The Fund's most recent Registration Statement on Form N-1A under
the Securities Act of 1933, as amended ("the 1933 Act") (File No. 33-       )
and under the 1940 Act as filed with the SEC on May 14, 1991 relating to shares
of the Fund's Common Stock, $.0l par value ("Shares"), and all amendments
thereto; and 

          (j) The Fund's most recent prospectus and Statement of Additional
Information relating to Shares (such prospectus and Statement of Additional
Information, as presently in effect and all amendments and supplements thereto
are herein called the "Prospectus").

          The Fund will furnish Provident from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

     3.   DEFINITIONS.

          (a)  "AUTHORIZED PERSON".  As used in this Agreement, the term
"Authorized Person" means any of the officers of the Fund and any other person,
whether or not any such person is an officer or employee of the Fund, duly
authorized by the Board of Directors of the Fund to give Oral and Written
Instructions on behalf of the Fund and listed on the Certificate annexed hereto
as Appendix A or any amendment thereto as may be received by Provident from time
to time.

          (b)  "BOOK-ENTRY SYSTEM".  As used in this Agreement, the


                                          3

<PAGE>

term "Book-Entry System" means the Federal Reserve Treasury book-entry system 
for United States and federal agency securities, its successor or successors 
and its nominee or nominees and any book-entry system maintained by a 
clearing agency registered with the SEC under Section 17A of the Securities 
Exchange Act of 1934 (the "1934 Act").

          (c)  "ORAL INSTRUCTIONS". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by Provident from an
Authorized Person or from a person reasonably believed by Provident to be an
Authorized Person.  The Fund agrees to deliver to Provident, at the time and in
the manner specified in Paragraph 8(b) of this Agreement, Written Instructions
confirming Oral Instructions.

          (d)  "PROPERTY".  The term "Property", as used in this Agreement,
means:

               (i)   any and all securities, forward currency contracts,
exchange listed financial futures contracts and other property which the Fund
may from time to time deposit, or cause to be deposited, with Provident or which
Provident may from time to time hold for the Fund;

               (ii)  all income in respect of any of such securities, forward
currency contracts, exchange listed financial futures contracts or other
property;

               (iii) all proceeds of the sale of any of such securities, forward
currency contracts, exchange listed financial futures contracts or other
property; and


                                          4

<PAGE>

               (iv)  all proceeds of the sale of securities issued by the Fund,
which are received by Provident from time to time from or on behalf of the Fund.

          (e)  PFPC.  As used in this Agreement, "PFPC" means Provident
Financial Processing Corporation.

          (f)  "WRITTEN INSTRUCTIONS".  As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by
Provident and signed by an Authorized Person.  Written Instructions include
electronic transmissions properly originated and confirmed by the Fund.

          (g)  "AFFILIATE".  As used herein, "Affiliate" means any company that
controls, is controlled by or is under common control with Provident.

     4.   DELIVERY AND REGISTRATION OF THE PROPERTY.  The Fund will deliver 
or cause to be delivered to Provident all securities and all moneys owned by 
the Fund, including cash or securities received for the issuance of its 
Shares, at any time during the period of this Agreement.  Provident will not 
be responsible for such securities and such moneys until actually received by 
it.  All securities delivered to Provident (other than in bearer form) shall 
be registered in the name of the Fund or in the name of a nominee of the Fund 
or in the name of any nominee of Provident (with or without indication of 
fiduciary status), or in the name of any subcustodian or any nominee of any 
such sub-custodian appointed pursuant to Paragraph 6 hereof or shall be 
properly endorsed and in

                                          5

<PAGE>

form for transfer satisfactory to Provident.

     5.   RECEIPT AND DISBURSEMENT OF MONEY.

          (a)  Provident shall open and maintain a separate custodial account or
accounts in the name of the Fund, subject only to draft or order by Provident
acting pursuant to the terms of this Agreement, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it from or
for the account of the Fund.  Provident shall make payments of cash to, or for
the account of, the Fund from such cash only (i) for the purchase of securities
as provided in Paragraph 13 hereof; (ii) upon receipt of Written Instructions,
for the payment of interest, dividends, distributions, taxes, administration,
accounting, advisory or management fees or expenses which are to be borne by the
Fund under the terms of this Agreement, the Advisory Agreements, the
Administration and Accounting Services Agreement and the Transfer Agency
Agreement; (iii) upon receipt of Written Instructions, for payments in
connection with the conversion, exchange or surrender of securities owned or
subscribed to by the Fund and held by or to be delivered to Provident; (iv) to a
sub-custodian pursuant to Paragraph 6 hereof; (v) for the redemption of the
Fund's Shares pursuant to the procedures set forth in the Fund's prospectus
dated May 14, 1991 or Written Instructions amending such procedures; (vi) for
payment of the amount of dividends received in respect of securities sold short;
or (vii) upon receipt of Written Instructions, for other Fund purposes.  No
payment pursuant to (i) above shall be made unless Provident has 


                                          6

<PAGE>

received a copy of the broker's or dealer's confirmation or the payee's invoice,
as appropriate, and as provided in Paragraph 13 hereof.

          (b)  Provident is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
account of the Fund.

     6.   RECEIPT OF SECURITIES. (a) Except as provided by Paragraph 7 hereof,
Provident shall hold and physically segregate in a separate account,
identifiable at all times from those of any other persons, firms, or
corporations, all securities and other property received by it for the account
of the Fund.  All such securities and other property shall be held or disposed
of by Provident for the Fund pursuant to the terms of this Agreement.  In the
absence of Written Instructions accompanied by a certified resolution of the
Fund's Board of Directors authorizing the transaction, Provident shall have no
power or authority to withdraw, deliver, assign, hypothecate, pledge or
otherwise dispose of any such securities and investments except in accordance
with the express terms provided for in this Agreement.  In no case may any
Director, officer, employee or agent of the Fund withdraw any securities upon
their mere receipt.  In connection with its customary and normal duties under
this Paragraph 6, Provident may, at its own expense, enter into sub-custodian
agreements with other banks or trust companies for the receipt of certain
securities and cash to be held by Provident for the account of the Fund pursuant
to this Agreement; provided that each such bank or trust company


                                          7

<PAGE>

has an aggregate capital, surplus and undivided profits, as shown by its last
published report, of not less than one million dollars ($1,000,000) for a
Provident subsidiary or affiliate, or of not less than twenty million dollars
($20,000,000) if such bank or trust company is not a Provident subsidiary or
affiliate and that in either case such bank or trust company agrees with
Provident to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder.  Provident shall remain responsible for the
performance of all of its duties under this Agreement and shall hold the Fund
harmless from the acts and omissions of any bank or trust company that it might
choose pursuant to this Paragraph 6. Provident shall notify the Fund in any
event that it appoints a sub-custodian hereunder and shall provide the Fund with
such information in respect thereof as the Fund may reasonable request.

          (b)  Where securities are transferred to an account of the Fund 
established pursuant to Paragraph 7 hereof, Provident shall also by book 
entry or otherwise identify as belonging to the Fund the quantity of 
securities in a fungible bulk of securities registered in the name of 
Provident (or its nominee) or shown in Provident's account on the books of 
the Book-Entry System.  On the following business day, Provident shall 
furnish PFPC with confirmations and a summary of all transfers to or from the 
account of the Fund.  At least monthly and from time to time, Provident shall 
furnish the Fund and PFPC with a detailed statement of the Property held for 
the Fund under this Agreement.

                                          8

<PAGE>

     7.   USE OF BOOK-ENTRY SYSTEM AND DEPOSITORY.  The Fund shall deliver to
Provident certified resolutions of the Board of Directors of the Fund approving,
authorizing and instructing Provident on a continuous and on-going basis until
instructed to the contrary by Oral or Written Instructions actually received by
Provident (a) to deposit in the Book-Entry System all securities belonging to
the Fund eligible for deposit therein and (b) to utilize the Book-Entry System
to the extent possible in connection with settlements of purchases and sales of
securities by the Fund, and deliveries and returns of securities loaned, subject
to repurchase agreements or used as collateral in connection with borrowing.
Without limiting the generality of such use, it is agreed that the following
provisions shall apply thereto:

          (a) Securities and any cash of the Fund deposited in the Book-Entry 
System will at all times be segregated from any assets and cash controlled by 
Provident in other than a fiduciary or custodian capacity but may be 
commingled with other assets held in such capacities.  Provident and its 
sub-custodian, if any, will pay out money only upon receipt of securities and 
will deliver securities only upon the receipt of money.

          (b)  All books and records maintained by Provident which relate to the
Fund's participation in the Book-Entry System will at all times during
Provident's regular business hours be open to the, inspection of the Fund's duly
authorized employees, designees and agents, and the Fund will be furnished with
all information respect of the services rendered to it as it may require.


                                          9

<PAGE>

          (c)  Provident will provide the Fund with copies of any report
obtained by Provident on the system of internal accounting control of the
Book-Entry System promptly after receipt of such a report by Provident. 
Provident will also provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.

          (d)  In the event that any securities transaction for the Fund fails
to settle in accordance with Instructions received by Provident.  Provident
shall promptly so notify PFPC and Provident shall use its best efforts to settle
or cause to be settled such transactions in accordance with such Instructions.

     8.   INSTRUCTIONS CONSISTENT WITH, ETC.

          (a)  Unless otherwise provided in this Agreement, Provident shall act
only upon oral and Written Instructions.  Although Provident may know of the
provisions of such Charter or By-Laws or any vote, resolution or proceeding of
the Shareholders, or of the Board of Directors, or of any committee thereof.

          (b)  Provident shall be entitled to rely upon any Oral Instructions
and any Written Instructions actually received by Provident pursuant to this
Agreement.  The Fund agrees to forward or request PFPC to forward to Provident
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by Provident by the close of business of the
same day that such Oral Instructions are given to Provident.  The Fund agrees
that the fact that such confirming Written Instructions are not received by
Provident shall in no way affect


                                          10

<PAGE>

the validity of the transactions or enforceability of the transactions
authorized by the Fund by giving oral Instructions.  The Fund agrees that
Provident shall incur no liability to the Fund in acting in good faith upon Oral
Instructions given to Provident hereunder concerning such transactions provided
such instructions reasonably appear to have been received from an Authorized
Person, provided however, Provident shall not be so protected if such oral or
Written Instructions were received from an Affiliate who has acted negligently,
unless such an Affiliate has received and transmitted erroneous instructions
received from an Authorized Person who is not an Affiliate.

     9.   TRANSACTIONS NOT REQUIRING INSTRUCTIONS.  In the absence of contrary
Written Instructions, Provident is authorized to, and shall take, as necessary,
the following actions:

          (a)  COLLECTION OF INCOME AND OTHER PAYMENTS.  Provident shall:

               (i)  collect and receive for the account of the Fund, all income
and other payments and distributions, including (without limitation) stock
dividends, rights, bond coupons, option premiums and similar items, included or
to be included in the Property, and promptly advise the Fund of such receipt and
shall credit such income, as collected, to the Fund's custodian account; 

               (ii) endorse and deposit for collection, in the name of the Fund,
checks, drafts, or other orders for the payment of money on the same day as
received;

               (iii) receive and hold for the account of the Fund


                                          11

<PAGE>

all securities received as a distribution on the Fund's securities as a result
of a stock dividend, share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of rights or similar
securities issued with respect to any portfolio securities belonging to the Fund
held by Provident hereunder;

               (iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable on the date such securities become payable; and

               (v)  take any action which may be necessary and proper in
connection with the collection and receipt of such income and other payments and
the endorsement for collection of checks, drafts, and other negotiable
instruments as described in Paragraph 24 of this Agreement.

          (b)  MISCELLANEOUS TRANSACTIONS.  Provident is authorized to deliver
or cause to be delivered Property against payment or other consideration or
written receipt therefor in the following cases:

               (i)  for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;

               (ii) for the exchange of interim receipts or temporary securities
for definitive securities; and 

               (iii) for transfer of securities into the name of the Fund or
Provident or nominee of either, or for exchange of securities for a different
number of bonds, certificates, or other


                                          12

<PAGE>

evidence, representing the same aggregate face amount or number of units bearing
the same interest rate, maturity date and call provisions, if any; provided
that, in any such case, the new securities are to be delivered to Provident.

     10.  TRANSACTIONS REQUIRING INSTRUCTIONS.  Upon receipt of Oral or Written
Instructions are not otherwise, Provident, directly or through the use of the
Book-Entry System, shall:

          (a)  execute and deliver to such persons as may be designated in such
Oral or Written Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities may be
exercised;

          (b)  deliver any securities held for the Fund against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;

          (c)  deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;

          (d)  make such transfers or exchanges of the assets of the Fund and
take such other steps as shall be stated in said Oral or Written Instructions to
be for the purpose of effectuating any 


                                          13

<PAGE>

duly authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;

          (e)  release securities belonging to the Fund to any bank or trust
company for the purpose of pledge or hypothecation to secure any loan incurred
by the Fund; provided, however, that securities shall be released only upon
payment to Provident of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization, further securities may be released for that purpose;
and repay such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing the
loan; and

          (f)  release and deliver securities owned by the Fund in connection
with any repurchase agreement entered into on behalf of the Fund, but only on
receipt of payment therefor; and pay out moneys of the Fund in connection with
such repurchase agreements, but only upon the delivery of the securities; and

          (g)  otherwise receive, transfer, exchange (including exchanges of
Shares of the Fund for securities and redemption of Shares of the Fund in
securities owned by the Fund), lend or deliver securities in accordance with
Oral or Written Instructions.

     11.  SEGREGATED ACCOUNTS.

          (a)  In the event that the Fund engages in transactions involving
forward currency contracts, exchange listed financial futures contracts or
options thereon, or buys, sells, or writes option on securities, Provident shall
upon receipt of Written or


                                          14

<PAGE>

Oral Instructions establish and maintain a segregated account or accounts on its
records for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities, including securities in the Book-Entry
System or with a Depository (i) for the purposes of compliance by the Fund with
the procedures required a securities or options exchange or futures commissions
merchant; and (ii) shall establish other segregated accounts for other proper
purposes hereunder in accordance with Written or Oral Instructions.

          (b)(i) Promptly after each loan of securities specifically allocated
to the Fund held by Provident hereunder, the Fund shall deliver or cause to be
delivered to Provident Written Instructions specifying with respect to each such
loan: (a) the name of the issuer and the title of the securities, (b) the number
of shares or the principal amount loaned, (c) the date of the loan and delivery,
(d) the total amount to be delivered to Provident against the loan of the
securities, including the amount of cash collateral and the premium, if any,
separately identified, and (e) the name of the broker, dealer, or financial
institution to which the loan was made.  Provident shall deliver the securities
thus designated to the broker, dealer or financial institution to which the loan
was made upon receipt of the total amount designated as to be delivered against
the loan of securities.  Provident may accept payment in connection with a
delivery otherwise than through the Book-Entry System only in the form of a
certified or bank cashier's check payable to the order of the Fund or Provident
drawn on New


                                          15

<PAGE>

York Clearing House funds and may deliver securities in accordance with the
customs prevailing among dealers in securities.

               (ii) Promptly after each termination of the loan of securities by
the Fund, the Fund shall deliver or cause to be delivered to Provident Written
Instructions specifying with respect to each such loan termination and return of
securities: (a) the name of the issuer and the title of the securities to be
returned, (b) the number of shares or the principal amount to be returned, (c)
the date of termination, (d) the total amount to be delivered by Provident
(including the cash collateral for such securities minus any offsetting credits
as described in said Written Instructions) , and (e) the name of the broker,
dealer, or financial institution from which the securities will be returned. 
Provident shall receive all securities returned from the broker, dealer, or
financial institution to which such securities were loaned and upon receipt
thereof shall pay, out of the moneys held for the account of the Fund, the total
amount payable upon such return of securities as set forth in the Written
Instructions.

     12.  DIVIDENDS AND DISTRIBUTIONS.  The Fund itself or through PFPC shall
furnish Provident with appropriate evidence of action by the Fund's Board of
Directors declaring and authorizing the payment of any dividends and
distributions in respect of the Fund.  Upon receipt by Provident of Written
Instructions with respect to dividends and distributions declared by the Fund's
Board of Directors and payable to Shareholders who have elected in the proper
manner to receive their distributions or dividends in cash,


                                          16

<PAGE>

and in conformance with procedures mutually agreed upon by Provident, the Fund,
and PFPC, Provident shall pay to PFPC, an amount equal to the amount indicated
in said Written Instructions as payable by the Fund to such Shareholders for
distribution in cash by PFPC to such Shareholders.  In lieu of remitting to PFPC
cash dividends and distributions, Provident may arrange for the direct payment
of cash dividends and distributions to Shareholders by Provident in accordance
with such procedures and controls as are mutually agreed upon from time to time
by and among the Fund, Provident and PFPC.

     In accordance with the Prospectus, the Internal Revenue Code and
regulations promulgated thereunder, and with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, Provident and
PFPC, Provident shall arrange for the establishment of IRA custodian accounts
for such Shareholders holding Shares through IRA accounts.

     13.  PURCHASES OF SECURITIES.  Promptly after each purchase of securities
by the Advisor for the Fund, the Fund, through PFPC, shall deliver to Provident
Oral or Written Instructions specifying with respect to each such purchase: (a)
the name of the issuer and the title of the securities including CUSIP number,
if applicable, (b) the number of shares or the principal amount purchased and
accrued interest, if any, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase and (f)
the name of the person from whom or the broker through whom the purchase was
made.  Provident shall pay out


                                          17

<PAGE>

of the monies held for the account of the Fund the total amount payable to the
person from whom or the broker through whom the purchase was made, provided that
the same conforms to the total amount payable as set forth in such Oral or
Written Instructions.  In the event that such a transaction fails to settle in
accordance with such Oral or Written Instructions, Provident shall promptly so
notify the Fund and PFPC and shall use its best efforts to settle or cause to be
settled such transactions in accordance with such Instructions.

     14.  SALES OF SECURITIES.  Promptly after each sale of securities by the
Fund or exercise of an option written by the Fund, the Fund, through PFPC, shall
deliver to Provident Oral Instructions, specifying with respect to each such
sale: (a) the name of the issuer and the title of the security including CUSIP
number, if applicable, (b) the number of shares or principal amount sold, and
accrued interest, if any, (c) the date of sale, (d) the sale price per unit, (e)
the total amount payable to the Fund upon such    sale, (f) the name of the
broker through whom or the person to whom the sale was made, and (g) the
location to which the security must be delivered.  Provident shall deliver the
securities upon such     sale, provided that the same conforms to the total
amount payable as set forth in such Oral Instructions.    Subject to the
foregoing, Provident may accept payment in such form as shall be satisfactory to
it, and may deliver securities and arrange for payment in accordance with the
customs prevailing among dealers in securities.  If any such transaction fails
to settle in accordance


                                          18

<PAGE>

with such Instructions, Provident shall promptly notify the Fund and shall use
its best efforts to settle or cause to be settled such transaction in accordance
with such instructions.

     15. RECORDS.  Provident shall prepare and maintain written records of all
cash and property and income and disbursements of the Fund.  The books and
records pertaining to the Fund which are in the possession of Provident shall be
the property of the Fund.  Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable laws and regulations
and shall be returned to the Fund or its designee upon request.  The Fund and
the Fund's authorized representatives and designees, shall have access to such
books and records at all times during Provident's normal business hours.  Upon
the request of the Fund, copies of any such books and records shall be provided
by Provident to the Fund or the Fund's authorized representative or designee at
the Fund's expense.

     16.  REPORTS AND OTHER INFORMATION.

          (a) Provident shall furnish the Fund the following reports:

                    (1)  such periodic and special reports as the Fund may
          reasonably request;

                    (2)  a monthly statement summarizing all transactions and
          entries for the account of the Fund, listing the portfolio securities
          belonging to the Fund with the average cost of each issue at the end
          of such month, and stating the cash account of the Fund including
          disbursements;


                                          19

<PAGE>

                    (3) the reports to be furnished to the Fund pursuant to Rule
          17f-4; and

                    (4) such other information as may be agreed upon from time
          to time between the Fund and Provident.

          (b)  Provident shall transmit promptly to the Fund any proxy
statement, proxy materials, notice of a call, tender offer or conversion,
redemption, reorganization and similar communications received by it as
custodian of the Property.

          (c)  In addition to its obligations under paragraph 16 (b) herein,
Provident shall use its best efforts to communicate to the Fund such material
information concerning the securities held by the Fund as shall come into
Provident's possession via electronic services or issuer notification, but
Provident shall have no obligation to monitor any publication, newspapers or
similar periodicals for such information and shall not be liable to the Fund in
respect of the activity covered by this Paragraph 16(c).

     17.  COOPERATION WITH ACCOUNTANTS.  Provident shall cooperate with Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as such may be required from time to time by the Fund.

     18.  CONFIDENTIALITY.  Provident agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present, or potential Shareholders, except, after prior
notification to and


                                          20

<PAGE>

approval in writing by the Fund, which approval may not be withheld where
Provident reasonably believes that it may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.

     19.  RIGHT TO RECEIVE ADVICE.  Provident shall be protected in any action
or inaction which it takes in reliance on advice of Provident's counsel. 
Provident shall notify the Fund of the receipt of such advice within a
reasonable time.

     20.  COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.  Provident agrees
to perform its duties hereunder in accordance with applicable law; however;
Provident assumes no responsibility for ensuring that the Fund complies with the
requirements of the 1933 Act, the 1940 Act, the CEA, and any laws, rules and
regulations of governmental authorities having jurisdiction.

     21.  COMPENSATION.  As compensation for the services rendered by Provident
during the term of this Agreement, the Fund will pay to Provident the fees set
forth in the Fee Schedule annexed hereto as Schedule A and incorporated herein.

     22. INDEMNIFICATION. (a) The Fund, as sole owner of the Property, agrees to
indemnify and hold harmless Provident and its nominees from all taxes, charges,
expenses (except expenses that are inherent to its duties hereunder) ,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any state
and foreign securities and blue sky laws, all as or may be


                                          21

<PAGE>

amended from time to time) including (without limitation) reasonable attorneys'
fees and disbursements, arising directly or indirectly (a) solely from the fact
that securities included in the Property are registered in the name of any such
nominee or (b) from any action or thing which Provident takes or does or omits
to take or do (i) at the request or on the direction of or in reliance on the
advice of the Fund or the Fund's counsel on behalf of the Fund or (ii) upon Oral
or Written Instructions, provided that Oral or Written Instructions were not
received from an Affiliate who has acted negligently (unless such Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person that is not an Affiliate) and provided further neither Provident nor any
of its nominees shall be indemnified against any liability (or any expenses
incident to such liability) arising out of Provident's or such nominee's own
misfeasance, bad faith, negligence or disregard of its duties or
responsibilities described in this Agreement.  In the event of any advance of
cash for any purpose made by Provident pursuant to Oral or Written Instructions
of the Fund, or in the event that Provident or its nominee shall incur or be
assessed any taxes, charges, expenses,, assessments, claims or liabilities
described in the previous sentence of this Paragraph 22(a), except such as may
arise from its or its nominee I s own negligent action, negligent failure to
act, disregard of its duties hereunder or misconduct, any Property at any time
held for the account of the Fund shall be security therefor.

          (b)  Provident shall not pay or settle any claim, demand,


                                          22

<PAGE>

expense or liability in respect of which Provident is entitled to be indemnified
pursuant to paragraph (a) above (an "Indemnifiable Claim") without the express
written consent of the Fund.  Provident shall notify the Fund promptly of
receipt of notification of an Indemnifiable Claim.  Unless the Fund notifies
Provident within 30 days of receipt of Written Notice of such Indemnifiable
Claim that the Fund does not intend to defend such Indemnifiable Claim, the Fund
shall defend Provident from such Indemnifiable Claim.  The Fund shall have the
right to defend any Indemnifiable Claim at its own expense, such defense to be
conducted by counsel selected by the Fund.  Further, Provident may join the Fund
in such defense at Provident's own expense, but to the extent that it shall so
desire the Fund shall direct such defense.  If the Fund shall fail or refuse to
defend, pay or settle an Indemnifiable Claim, Provident, at the Fund's expense
consistent with limitations concerning attorney's fees expressed in Paragraph
22(a) hereof, may provide its own defense.

     23.  RESPONSIBILITY OF PROVIDENT.  Provident hereby represents that it is
experienced in the provision of the services covered by this Agreement.  In the
performance of its duties hereunder, Provident shall be obligated to exercise
due care and diligence and to act in good faith and in a timely manner to assure
the accuracy and completeness of all services performed under this Agreement. 
Provident shall be under no duty to take any action on behalf of the Fund except
as specifically set forth herein or as may be specifically agreed to by
Provident in writing.  Provident shall be


                                          23

<PAGE>

responsible for its own negligent failure to perform its duties under this
Agreement.  In assessing negligence for purposes of this Agreement, the parties
agree that the standard of care applied to Provident's conduct shall be the care
that would be exercised by a similarly situated service provider, supplying
substantially the same services under substantially similar circumstances. 
Notwithstanding the foregoing, Provident shall not be responsible for losses
beyond its control, provided that Provident has acted in accordance with the
provisions of this Agreement and the standard of care set forth above; and
provided further that Provident shall only be responsible for that portion of
losses or damages suffered by the Fund attributable to the negligence of
Provident.  Losses shall be beyond Provident's control if they result from or
occur because of delays or errors or loss of data provided by a person other
than Provident or its Affiliates, or acts of civil or military authority,
national emergencies, labor difficulties (other than those of Provident or its
Affiliates), fire, failure of equipment caused by failures external to the
premises of Provident or its Affiliates, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply external to the premises of Provident or its Affiliates.

     Without limiting the generality of the foregoing or of any other provision
of this Agreement, Provident in connection with its duties under this Agreement
shall not be under any duty or obligation to inquire into and shall not be
liable for or in


                                          24

<PAGE>

respect of the validity or invalidity or authority or lack thereof of any Oral
or Written Instruction received from the Fund, or an Affiliate, provided such
Affiliate has not acted negligently (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), notice or other instrument which conforms to the applicable
requirements of this Agreement, and which Provident reasonably believes to be
genuine.

     Provident shall have no liability to the Fund for any losses or damages the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.

     24.  COLLECTIONS.  All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping thereof
upon receipt by Provident) shall be at the sole risk of the Fund.  In any case
in which Provident does not receive any payment due the Fund within a reasonable
time after Provident has made proper demands for the same, it shall so notify
the Fund in writing, including copies of all demand letters, any written
responses thereto, and memoranda of all oral responses thereto and to telephonic
demands, and await instructions from the Fund.   Provident shall not be obliged
to take legal action for collection unless and until reasonably indemnified to
its satisfaction.  Provident shall also notify the Fund as soon as reasonably
practicable whenever income due on securities is not collected in due course.


                                          25

<PAGE>

     25.  DURATION AND TERMINATION.  This Agreement shall continue in effect for
a period of one year from the date that the Fund begins to invest in stocks that
comprise the Standard & Poor's 500 Composite Stock Price Index (the "investment
date") . This Agreement may be terminated by either party on or after the first
anniversary of the investment date upon not less than 180 days prior written
notice to the other party.  The foregoing provisions notwithstanding, either
party may terminate this Agreement in the event of a material breach of the
terms hereof after written notice to the other party of such breach and a
reasonable time for cure of such breach, unless such breach is not curable and,
in such circumstances, this Agreement shall terminate, at the option of the
injured party, three months after the date such notice is given.  Upon any
termination of this Agreement Provident shall deliver cash, securities, Property
and the records maintained hereunder for the Fund to a successor custodian
designated by the Fund, and if no such successor is designated, Provident may
deliver such cash, securities, Property and records to a bank or trust company
of its own selection, having an aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than twenty million
dollars ($20,000,000) as a custodian for the Fund to be held under terms similar
to those of this Agreement, provided, however, that Provident shall not be
required to make any such delivery or payment until full payment shall have been
made or provided for by the Fund of all liabilities constituting a charge on or
against the property of the Fund then held by Provident or on


                                          26

<PAGE>

or against Provident and until full payment shall have been made to Provident of
all of its fees, compensation, costs and expenses as provided herein.

     26.  NOTICES.  All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex, or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, Airport Business Center, 200 Stevens Drive,
Lester, Pennsylvania 19113, marked for the attention of the Custodian Services
Department (or its successor); (b) if to the Fund, at the address of the Fund;
or (c) if to neither of the foregoing, at such other address as shall have been
notified to the sender of any such Notice or other communication.  All postage,
cable, telegram, telex and facsimile sending device charges arising from the
sending of a Notice hereunder shall be paid by the sender.

     27.  FURTHER ACTIONS.  Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

     28.  AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

     29.  DELEGATION.  On thirty (30) days prior written notice to the Fund,
Provident may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Provident or PNC Financial Corp,
provided that (i) the delegate


                                          27

<PAGE>

agrees with Provident to comply with all relevant provisions of the 1940 Act and
this Agreement; and (ii) Provident and such delegate shall promptly provide such
information as the Fund may request, and respond to such questions as the Fund
may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.  In the event of such delegation, Provident shall
remain liable under this Agreement.

     30.  COUNTERPARTS.  This Agreement 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.

     31.  MISCELLANEOUS.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to delegated and/or Oral Instructions.  The captions in this
Agreement are included for convenience of reference only and in no way defined
or delimit any of the provisions hereof or otherwise affect their construction
or effect.  This Agreement shall be deemed to be a contract made in Pennsylvania
and governed by Pennsylvania law.  If any provision of this Agreement shall be
held or made invalid by a court decision, statue, rule or


                                          28

<PAGE>

otherwise, the remainder of this Agreement shall not be affected thereby.  This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.

                                   DFA U.S. LARGE CAP PORTFOLIO INC.



                                   By: /s/ Deborah J. Ferris
                                      ----------------------------------


                                   PROVIDENT NATIONAL BANK



                                   By: /s/ Joseph Gramlich
                                      ----------------------------------


                                          29

<PAGE>

                                      APPENDIX A

(To identify and furnish signatures of "Authorized Persons" as referred to in
the Custody Agreement and the Transfer Agency Agreement of the Fund.)


                                          30

<PAGE>

                                      SCHEDULE A

     The Fund will pay Provident National Bank ("Provident") for its services
under this Custodian Agreement and Provident Financial Processing Corporation
("PFPC") for its services under both a Transfer Agency Agreement with the Fund,
dated July 12, 1991, and under an Administration and Accounting Services
Agreement with the Fund, dated July 12, 1991, an aggregate monthly fee of 1/12
of .0175% of the Fund's average daily gross assets, exclusive of out-of-pocket
expenses; PROVIDED, HOWEVER, that the Fund will pay Provident and PFPC a minimum
aggregate annual fee of $70,000.  PFPC will receive payment of the aggregate
monthly fee.  There will be no transaction-based custody fee.

     Fees will begin to accrue on the date that the Fund begins to invest in
stocks that comprise the Standard & Poor's 500 Composite Stock Price Index (the
"investment date") and the twelve month period for calculating the minimum
annual fee shall begin on the investment date.

     The following out-of-pocket expenses shall be billed by Provident on a
monthly basis, in arrears, to the extent incurred, commencing on the effective
date of the Custodian Agreement;

       (i)     Federal Express charges;

      (ii)     Postage;

     (iii)     Record storage;

      (iv)     Dividend/Interest claim fees charged to Provident; and

       (v)     Payments to depositories (i.e., $.50 to DTC per DTC transaction).

     The following out-of-pocket expenses shall be billed by PFPC on a monthly
basis, in arrears, to the extent incurred, commencing on the effective date of
the Transfer Agency and the Administration and Accounting Services Agreements;

       (i)     Pricing services

               - domestic and international prices 
               - support terminals
               - pink sheets;

      (ii)     Federal Express charges;

     (iii)     Postage; and

      (iv)     Record storage.


                                          31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(8)(A)(1)
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 99 (B)(8)(A)(1)
<TEXT>

<PAGE>
                                CUSTODIAN AGREEMENT

                                AMENDMENT NUMBER ONE

          THIS AGREEMENT is made as of the 3rd day of May, 1993 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio Inc.",
a Maryland corporation (the "Fund") , and PNC BANK, NATIONAL ASSOCIATION,
successor by merger to "Provident National Bank" ("PNC Bank").


                               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 (the "1940 Act");
and
          WHEREAS, the Fund has retained PNC Bank to provide certain custodian
services pursuant to a Custodian Agreement dated as of July 12, 1991 (the
"Agreement") which, as of the date hereof, is in full force and effect; and

          WHEREAS, PNC Bank provided such services to the one class of shares of
the Fund that was in existence on July 12, 1991; and 

          WHEREAS, the Fund has since organized one new Portfolio, designated 
"The DFA 6-10 Institutional Portfolio" (the "New Portfolio"), and the parties 
hereto desire that PNC Bank shall provide the New Portfolio with the same 
services that PNC Bank provided to the original class of shares of the Fund 
pursuant to

<PAGE>

the Agreement.

          NOW, THFREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:

          1.   The Fund has delivered to PNC Bank copies of:

               (a)  Post-Effective Amendment Number 2 of the registration
statement of the Fund, as effective with the U. S. Securities and Exchange
Commission on May 3, 1993, wherein the New Portfolio is described;

               (b)  The exhibits to such post-effective amendment, all of which
pertain to the New Portfolio;

               (c)  Amendment Number One dated May 3, 1993 of the Administration
and Accounting Services Agreement between the Fund and PFPC Inc. dated as of
July 12, 1991; and

               (d)  Amendment Number One dated May 3, 1993 of the Transfer
Agency Agreement between the Fund and PFPC Inc. dated as of July 12, 1991.

          2.  The Agreement hereby is amended effective May 3, 1993 by:

               (a)  adding the following sentence immediately after the second
sentence of Section 1 therein, "As of May 3, 1993, the Fund delivered to PNC
Bank a Prospectus dated May 3, 1993 wherein a new class of Fund shares
designated "The DFA 6-10 Institutional Portfolio" is described and the parties
agree that the terms of


                                         -2-

<PAGE>

this Agreement shall apply to the Portfolio described in such Prospectus.";

               (b)  adding the following words, "and as amended May 3, 1993"
after the words, "as filed with the SEC on May 14, 1991" in Section 2(i);

               (c)  deleting the following words, "May 14, 1991" and inserting
in lieu thereof, "May 3, 1993" in Section 5(a)(v); and

               (d)  deleting the first sentence of Section 25 and inserting in
lieu thereof:   "This Agreement shall continue in effect for one year from the
date that The DFA 6-10 Institutional Portfolio begins to invest in securities
pursuant to its investment objective and policies (the 'investment date')."

          3.  The Fee Schedules of PNC Bank applicable to the New Portfolio
shall be as agreed in writing from time to time.

          4.  In all other respects the Agreement shall remain unchanged and in
full force and effect.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Agreement to be executed by their


                                         -3-

<PAGE>

duly authorized officers designated below on the day and year first above
written.

                                   DIMENSIONAL INVESTMENT GROUP INC.


                                   By: /s/ Irene R. Diamant
                                      --------------------------------

                                   Title: Vice President
                                         -----------------------------



                                   PNC BANK, NATIONAL ASSOCIATION



                                   By: /s/ [Illegible]
                                      --------------------------------

                                   Title: Vice President
                                         -----------------------------


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(8)(A)(2)
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 99 (B)(8)(A)(2)
<TEXT>

<PAGE>

                            CUSTODIAN SERVICES AGREEMENT
                                AMENDMENT NUMBER TWO

          THIS AGREEMENT is made as of the 1st day of December, 1993 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PNC BANK, N.A.,
formerly "Provident National Bank" ("PNC").

                               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 (the "1940 Act");
and
          WHEREAS, the Fund has retained PNC to provide certain custodian
services pursuant to a Custodian Agreement dated as of July 12, 1991 and amended
on May 3, 1993 (the "Agreement") which, as of the date hereof, is in full force
and effect; and

          WHEREAS, PNC presently provides such services to the Portfolio of the
Fund that was in existence on May 3, 1993; and

          WHEREAS, the Fund has since organized one new Portfolio, designated
"The DFA International Value Portfolio" (the "New Portfolio"), and the parties
hereto desire that PNC shall provide the New Portfolio with the same services
that PNC provides to the other Portfolio of the Fund pursuant to the Agreement;
and

          WHEREAS, Section 28 of the Agreement provides that the

<PAGE>

Agreement may be amended as agreed to in writing by PNC 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 Fund has delivered to PNC copies of:

               (a)  Post-Effective Amendment Number 3 of the registration
statement of the Fund, as effective with the U. S. Securities and Exchange
Commission on December 1, 1993, wherein the New Portfolio is described;

               (b)  The exhibits to such post-effective amendment consisting 
of Articles Supplementary to the Articles of Incorporation, amended By-Laws 
and the form of administration agreement, all of which pertain to the New 
Portfolio;

               (c)  Amendment Number Two dated December 1, 1993 of the Transfer
Agency Agreement between PFPC Inc. and the Fund dated as of July 12, 1991; and

               (d)  Amendment Number Two dated December 1, 1993 of the 
Administration and Accounting Services Agreement between PFPC Inc. and the 
Fund dated as of July 12, 1991.

          2.   The Agreement hereby is amended effective December 1, 1993 by:

               (a) adding the following sentence immediately after the third 
sentence of Section I therein, "As of December 1, 1993,


                                          2

<PAGE>


the Fund delivered to PFPC a Prospectus dated December 1, 1993 wherein a new
class of Fund shares designated the "The DFA International Value Portfolio" is
described and the parties agree that the terms of this Agreement shall apply to
the two Portfolios described in such Prospectus.";

               (b)  adding the following words, "and as amended December 1, 
1993" after the words, "as amended May 3, 1993" in Section 2(i);

               (c)  deleting the following words, "May 3, 1993" and inserting 
in lieu thereof the words, "December 1, 1993" in Section 5(a)(v); and

               (d)  adding a new sentence immediately following the third 
sentence of Section 25 as follows: "The foregoing provisions of this Section 
25 notwithstanding, this Agreement with respect to The DFA International 
Value Portfolio may be terminated by either party upon not less than 180 days 
prior written notice to the other party."

          3.   The Fee Schedules of PFPC applicable to the New Portfolio 
shall be as agreed in writing from time to time.

          4.   In all other respects the Agreement shall remain unchanged and 
in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Agreement to be executed by their


                                          3

<PAGE>

duly authorized officers designated below on the day and year first above
written.


                                   DIMENSIONAL INVESTMENT GROUP INC.



                                   By: /s/ Irene R. Diamant, VP
                                      --------------------------------



                                   PNC BANK, N.A.



                                   By: /s/ Joseph Gramlich
                                      --------------------------------


                                          4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(8)(A)(5)
<SEQUENCE>6
<DESCRIPTION>EXHIBIT 99 (B)(8)(A)(5)
<TEXT>

<PAGE>


                             CUSTODIAN SERVICES AGREEMENT

                                AMENDMENT NUMBER FIVE


          THIS AGREEMENT is made as of the 20th day of December, 1994 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PNC BANK, N.A.,
formerly "Provident National Bank" ("PNC").

                                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 (the "1940 Act");
and

          WHEREAS, the Fund has retained PNC to provide certain custodian
services pursuant to a Custodian Agreement dated as of July 12, 1991 and as
amended (the "Agreement") which, as of the date hereof, is in full force and
effect; and

          WHEREAS, PNC presently provides such services to the six existing
Portfolios of the Fund; and

          WHEREAS, the Fund has recently organized two new Portfolios,
designated "DFA International Value Portfolio III" and "U.S. Large Cap Value
Portfolio III" (the "New Portfolios"), and the parties hereto desire that PNC
shall provide the New Portfolios with the same services that PNC provides to the
other Portfolios of the Fund pursuant to the Agreement; and

<PAGE>

          WHEREAS, Section 28 of the Agreement provides that the Agreement may
be amended as agreed to in writing by PNC 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 Fund has delivered to PNC copies of:

               (a)  Post-Effective Amendment Number 7 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994, wherein the New Portfolios are described;

               (b)  The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation, specimen securities and
the forms of administration agreements with respect to the New Portfolios;

               (c)  Amendment Number Five dated December 20, 1994 of the
Transfer Agency Agreement between PFPC Inc. and the Fund dated as of July 12,
1991; and

               (d)  Amendment Number Five dated December 20, 1994 of the
Administration and Accounting Services Agreement between PFPC Inc. and the Fund
dated as of July 12, 1991. 


               2.   The Agreement hereby is amended effective December 20, 1994
by:

               (a)  adding the following sentence immediately after


                                         -2-

<PAGE>

the second sentence of Section 1 therein, "As of December 20, 1994, the Fund
delivered to PFPC a Prospectus dated December 20, 1994 wherein two new classes
of Fund shares designated the 'DFA International Value Portfolio III' and 'U.S.
Large Cap Value Portfolio III' are described and the parties agree that the
terms of this Agreement shall apply to the two Portfolios described in such
Prospectus."; and

               (b)  adding a new sentence immediately following the second
sentence of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to DFA International Value
Portfolio III and U.S. Large Cap Value Portfolio III may be terminated by either
party upon not less than 180 days prior written notice to the other party."


               3.   The Fee Schedules of PNC applicable to the New Portfolios
shall be as agreed in writing from time to time.


               4.   In all other respects the Agreement shall remain unchanged
and in full force and effect.


               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Five to the Agreement to be executed by their 


                                         -3-
<PAGE>


duly authorized officers designated below on the day and year first above 
written.




                         DIMENSIONAL INVESTMENT GROUP INC.


                         By: /s/ Irene R. Diamant
                            -------------------------------
                             Vice President


                         PNC BANK, N.A.


                         By: /s/ Joseph Gramlich
                            -------------------------------
                             S.V.P.


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(A)
<SEQUENCE>7
<DESCRIPTION>EXHIBIT 99 (B)(9)(A)
<TEXT>

<PAGE>

                             TRANSFER AGENCY AGREEMENT

     THIS AGREEMENT is made as of the 12th day of July 1991, between DFA U.S.
LARGE CAP PORTFOLIO INC., a Maryland corporation (the "Fund"), and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation which is an indirect
wholly-owned subsidiary of PNC Financial Corp (the "Transfer Agent" or "PFPC").

                                W I T N E S S E T H

     WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

     WHEREAS, the Fund desires to retain the Transfer Agent to serve as the
Fund's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent is willing to furnish such services;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

     1.   APPOINTMENT.  The Fund hereby appoints the Transfer Agent to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the shares of the Fund's Common Stock, $.0l par value ("Shares") for
the period and on the terms set forth in this Agreement.  The Fund presently
issues one separate series or class of shares which is described in the
Prospectus delivered

<PAGE>

to the Transfer Agent herewith and the Fund may classify and reclassify
additional Shares hereafter.  The Transfer Agent shall identify to each such
series or class property belonging to such series or class and in such reports,
records, confirmations and notices to the Fund and other services provided
hereunder shall promptly identify the series or class to which such property,
record, report, confirmation or service pertains and shall issue shares on a per
series basis as provided in the Prospectus.  The Transfer Agent accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement.  Any class of
shares created by the Fund after the date hereof shall be included hereunder
upon the mutual agreement of the Fund and the Transfer Agent.

     2.   DELIVERY OF DOCUMENTS.  The Fund has furnished the Transfer Agent with
copies properly certified or authenticated of each of the following:

          (a)  Resolutions of the Fund's Board of Directors authorizing the
appointment of the Transfer Agent as transfer agent and registrar and dividend
disbursing agent for the Fund and approving this Agreement;

          (b)  Appendix A identifying and containing the signatures of the
Fund's officers and other persons authorized to issue oral Instructions and to
sign Written Instructions, as hereinafter defined, on behalf of the Fund and to
execute stock certificates representing Shares; 


                                          2

<PAGE>

          (c)  The Fund's Articles of Incorporation filed with the Department of
Assessments and Taxation of the State of Maryland on March 19, 1990 and all
amendments thereto (such Articles of Incorporation, as presently in effect and
as they shall from time to time be amended, are herein called the "Charter");

          (d)  The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called "By-Laws");

          (e)  The current Facility Agreement with Dimensional Fund Advisors
Inc. ("DFA") and the Fund (the "Facility Agreement");

          (f)  The Custodian Agreement between Provident National Fund dated as
of July 12, 1991 (the "Custodian Bank and the Fund dated as of July 12, 1991
(the "Custodian Agreement");

          (g)  The Administration and Accounting Services Agreement between the
Transfer Agent and Fund dated of July 12, 1991 (the "Accounting Services
Agreement");

          (h)  The current Agreement between the Fund and DFA Securities Inc.;

          (i)  The current form of Shareholder Agreement;

          (j)   The Fund's most recent Registration Statement on Form N-lA under
the Securities Act of 1933, as amended (the "1933 Act") (File No.
33-___________) and under the 1940 Act, as filed with the SEC on May 14, 1991
relating to Shares, and all amendments thereto; and

     (k)  The Fund's most recent prospectus or prospectuses and Statements of
Additional Information relating to Shares (such


                                          3

<PAGE>

prospectus, or prospectuses, and Statements of Additional Information as
presently in effect and all amendments and supplements thereto are herein called
the "Prospectus").

     The Fund will furnish the Transfer Agent from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

     3.   DEFINITIONS.

          (a)  "AUTHORIZED PERSON".  As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A or
any amendment thereto as may be received by the Transfer Agent from time to
time.

          (b)  "AFFILIATE".  As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.

          (c)  "ORAL INSTRUCTIONS".  As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by the Transfer Agent
from an Authorized Person or from a person reasonably believed by the Transfer
Agent to be an Authorized Person.  The Fund agrees to deliver to the Transfer
Agent, at the time and in the manner specified in Paragraph 4(b) of this
Agreement, Written Instructions confirming Oral Instructions.


                                          4

<PAGE>

          (d)  "PFPC".  As used in this Agreement "PFPC" means Provident
Financial Processing corporation.

          (e)  "WRITTEN INSTRUCTIONS".  As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by the
Transfer Agent and signed by an Authorized Person.  Written Instructions include
electronic transmission properly originated and confirmed by the Fund.

          (f)  "SHARES".  As used in this Agreement the term "Shares" means each
separate class of shares of common stock issued by the Fund that are subject to
this Agreement and as to which the services provided hereunder relate.

     4.   INSTRUCTIONS CONSISTENT WITH CHARTER, ETC.

          (a)  Unless otherwise provided in this Agreement, the Transfer Agent
shall act only upon Oral or Written Instructions.  Although the Transfer Agent
may know of the provisions of the Charter and By-Laws of the Fund, the Transfer
Agent may assume that any Oral or Written Instructions received hereunder are
not in any way inconsistent with any provisions of such Charter or By-Laws or
any vote, resolution or proceeding of the Shareholders, or of the Board of
Directors, or of any committee thereof.
          (b)  the Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement.  The Fund agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written


                                          5

<PAGE>

Instructions are received by the Transfer Agent by the close of business of the
same day that such Oral Instructions are given to the Transfer Agent.  The Fund
agrees that the fact that such confirming Written Instructions are not received
by the Transfer Agent shall in no way affect the validity of the transactions or
enforceability of the transactions authorized by the Fund by giving Oral
Instructions.  The Fund agrees that the Transfer Agent shall incur no liability
to the Fund in acting upon Oral Instructions given to the Transfer Agent
hereunder concerning such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person and provided further, if
such Oral or Written Instructions were received from an Affiliate, that such
Affiliate has acted without negligence (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate).

          (c)  In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of Share certificates,
the Transfer Agent will, at the Fund's expense, issue Share certificates in the
new form in exchange for, or upon transfer of, outstanding Share certificates in
the old form, upon receiving:

          (i)  A Certificate authorizing the issuance of Share certificates in
     the new form;

          (ii) A certified copy of any amendment to the Articles of
     Incorporation with respect to the change;


                                          6

<PAGE>

          (iii) Specimen Share certificates for each class of Shares in the new
     form approved by the Board of Directors of the Fund, with a Certificate
     signed by the Secretary of the Fund as to such approval; and

          (iv) An opinion of counsel for the Fund with respect to the validity
     of the Shares in the new form and the status of such Shares under the
     Securities Act of 1933, as amended, and any other applicable federal law or
     regulation (i.e., if subject to registration, that the Shares have been
     registered and that the Registration Statement has become effective or, if
     exempt, the specific grounds therefor). 

     5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS.  In the absence of contrary
Written Instructions, the Transfer Agent is authorized to take the following
actions:

          (a)  ISSUANCE OF SHARES.  Upon receipt of a purchase order from the
Fund, an investor or in accordance with Written or Oral Instructions for the
purchase of Shares and sufficient information to enable the Transfer Agent to
establish a Shareholder account, and after confirmation of receipt or crediting
of Federal funds for such order or receipt of such other consideration for such
shares as may be described in the Prospectus from the Fund's Custodian, the
Transfer Agent shall issue and credit the account of such investor with Shares
based on the current net asset value or public offering price of such Shares as
described in the Prospectus.


                                          7

<PAGE>

          (b)  TRANSFER OF SHARES; UNCERTIFICATED SECURITIES.  Where a
Shareholder does not hold a certificate representing the number of Shares in his
account and does provide the Transfer Agent with instructions for the transfer
of such Shares which include a signature guaranteed by a national bank or member
of a National Securities Exchange and such other appropriate documentation to
permit a transfer, then the Transfer Agent shall register such Shares and shall
deliver them pursuant to instructions received from the transferor, pursuant to
the law of the State of Maryland and other applicable law relating to the
transfer of shares of common stock.

          (c)  STOCK CERTIFICATES.  If at any time the Fund issues stock
certificates, the following provisions will apply:

          (i)  The Fund will supply the Transfer Agent with a sufficient supply
     of stock certificates representing Shares, in the form approved from time
     to time by the Board of Directors of the Fund, and, from time to time,
     shall replenish such supply upon request of the Transfer Agent.  Such stock
     certificates shall be properly signed, manually or by facsimile signature,
     by the duly authorized officers of the Fund, whose names and positions
     shall be set forth as indicated on Appendix A, and shall bear the corporate
     seal or facsimile thereof of the Fund, and notwithstanding the death,
     resignation or removal of any officer of the Fund, such executed
     certificates bearing the manual or facsimile signature of such officer
     shall remain valid and may be issued


                                          8

<PAGE>

     to Shareholders until the Transfer Agent is otherwise directed by Written
     Instructions.

          (ii) In the case of the loss or destruction of any certificate
     representing Shares, no new certificate shall be issued in lieu thereof,
     unless there shall first have been furnished. an appropriate bond of
     indemnity issued by the surety company approved by the Transfer Agent,
     except upon the receipt by the Transfer Agent of Written Instructions from
     the Fund.

          (iii) Upon receipt of signed stock certificates in proper form for
     transfer, and upon cancellation or destruction thereof, the Transfer Agent
     shall countersign, register and issue and new certificates for the same
     number of Shares in the name of the transferee and shall deliver them
     pursuant to instructions received from the transferor and the law of the
     State of Maryland relating to the transfer of shares of common stock.

          (iv) Upon receipt of the stock certificates, which shall be in proper
     form for transfer, together with the Shareholder's instructions to hold
     such stock certificates for safekeeping, the Transfer Agent shall reduce
     such Shares to uncertificated status, while retaining the appropriate
     registration in the name of the Shareholder upon the transfer books.

           (v) Upon receipt of written instructions from a


                                          9

<PAGE>

     Shareholder of uncertificated securities for a certificate in the number of
     shares in his account, the Transfer Agent will issue such stock
     certificates and deliver them to the Shareholder.

          (d)  REDEMPTION OF SHARES.  Upon receipt of a redemption order from a
stockholder and/or in accordance with Written Instructions, the Transfer Agent
shall promptly notify PFPC, in its capacity as administrator, and the Custodian
of the amount necessary to pay such redemption and shall redeem the number of
Shares indicated thereon from the redeeming Shareholder's account pursuant to
the procedures set forth in the prospectus dated May 14, 1991 or pursuant to
Written Instruction amending such procedures of the Fund and receive from the
Fund's Custodian and disburse to the redeeming Shareholder the redemption
proceeds therefor, or arrange for direct payment of redemption proceeds to such
Shareholders by the Fund's Custodian, by wire transfer or otherwise as provided
in Written Instructions in accordance with such procedures and controls as are
provided in the Prospectus or as may be mutually agreed upon from time to time
by and among the Fund, the Transfer Agent and the Fund's Custodian.  Pursuant to
procedures set forth in the Fund's prospectus and in the Shareholder Agreement
signed by each Shareholder, the Fund may require a Shareholder to redeem its
shares.

     6.   AUTHORIZED SHARES.  The Fund's authorized capital stock is described
in the Fund's Charter, as amended, including Articles supplementary thereto. 
The Transfer Agent shall record issues of


                                          10

<PAGE>

all Shares and shall notify the Fund in case any proposed issue of Shares by the
Fund shall result in an over-issue as defined by Section 8-104(2) of Article 8
of the Maryland Uniform Commercial Code.  In case any issue of Shares would
result in such an overissue, the Transfer Agent shall refuse to issue said
Shares and shall not countersign and issue certificates for such Shares.  The
Fund agrees to notify the Transfer Agent promptly of any change in the number of
authorized Shares and of any change in the number of Shares registered under the
1933 Act or termination of the Fund's declaration under Rule 24f-2 under the
1940 Act.  The Transfer Agent shall provide the Fund with the necessary
information to prepare 24f-2 Notices under the 1940 Act.

     7.   DIVIDENDS AND DISTRIBUTIONS.  The Fund shall furnish the Transfer
Agent with appropriate evidence of action by the Fund's Board of Directors
authorizing the declaration and payment of dividends and distributions as
described in the then current Prospectus.  The Transfer Agent shall notify the
Custodian of the amount of cash necessary to pay such dividend or distribution
and, after deducting any amount required to be withheld by any applicable tax
laws, rules and regulations or other applicable laws, rules and regulations, the
Transfer Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the Fund's Charter and the procedures set
forth in the prospectus dated May 14, 1991 or Written Instructions amending such
procedures, issue and credit the account of the Shareholder with Shares, or, if
the Shareholder so elects, pay such dividends


                                          11

<PAGE>

or distribution in cash to the Shareholders and in either case, in accordance
with the procedures set forth in the prospectus dated May 14, 1991 or Written
Instructions amending such procedures.  In lieu of receiving from the Fund's
Custodian and paying to Shareholders cash dividends or distributions, the
Transfer Agent may arrange for the direct payment of cash dividends and
distributions to Shareholders by the Fund's Custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Fund's Custodian.

     The Transfer Agent shall prepare, file with the Internal Revenue Service
and other appropriate taxing authorities, and address and mail to Shareholders
such returns and information relating to dividends and distributions paid by the
Fund as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service.  On behalf of the
Fund, the Transfer Agent shall process and confirm shareholder address changes,
recording new addresses, and shall mail certain requests for Shareholders'
certifications under penalties of perjury and pay on a timely basis to the
appropriate Federal authorities any taxes to be withheld on dividends and
distributions paid by the Fund, all as required by applicable Federal tax laws
and regulations.

     In accordance with the procedures set forth in the prospectus dated May 14,
1991 or Written Instructions amending such


                                          12

<PAGE>

procedures, and such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, the Transfer Agent and the Fund's Custodian,
the Transfer Agent shall (a) arrange for issuance of Shares obtained through (1)
transfers of funds from Shareholders' accounts at financial institutions,
including securities brokers and dealers and (2) exchange of Shares for eligible
portfolio securities; and (b) arrange for the exchange of Shares of a series for
Shares of another series.

     8.   COMMUNICATIONS WITH SHAREHOLDERS.

          (a) COMMUNICATIONS TO SHAREHOLDERS.  The Transfer Agent will address
and mail all communications by the Fund to its Shareholders, with copies to such
persons as may be designated in Written Instructions from the Fund.  Without
limiting the foregoing, PFPC will prepare, address and mail confirmations of
purchases and sales of Fund Shares, account changes, dividends and
distributions, 1099's and other tax information, and monthly statements, and
will address and mail dividend and distribution notices, reports to Shareholders
and proxy material for it meetings of Shareholders.  The Transfer Agent will
receive and tabulate the proxy cards for the meetings of the Fund's Shareholders
and notify the Fund of the results of such tabulations.

          (b)  CORRESPONDENCE.  The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.


                                          13

<PAGE>

     9. RECORDS.  The Transfer Agent shall maintain records of the accounts for
each shareholder showing the following information:

          (a)  name, address and United States Tax Identification or social
security number;

          (b)  number and class of Shares held and number and class of Shares
for which certificates, if any, have been issued, including certificate numbers
and denominations;

          (c)  historical information regarding the account of each Shareholder,
including dividends and distributions paid and the date and price for all
transactions on a Shareholder's account;

          (d)  any stop or restraining order placed against a Shareholder's
account;

          (e)  any correspondence relating to the current maintenance of a
Shareholder's account;

          (f)  information with respect to withholdings; and,

          (g)  any information required in order for the Transfer Agent to
perform any calculations contemplated or required by this Agreement.

     The books and records pertaining to the Fund which are in the possession of
the Transfer Agent shall be the property of the Fund and shall be returned to
the Fund or its designee upon request.  Such books and records shall be prepared
and maintained as required by the 1940 Act and other applicable laws and rules
and regulations.  The Fund, or the Fund's authorized representatives, shall have
access to such books and records at all times during the Transfer Agent's normal
business hours.  Upon the request of the


                                          14

<PAGE>

Fund, copies of any such books and records shall be provided by the Transfer
Agent to the Fund or the Fund's authorized representative or designee at the
Fund's expense.

     10.  ONGOING FUNCTIONS.  The Transfer Agent will perform the following
functions on an ongoing basis:

          (a)  furnish state-by-state registration reports to the Fund;

          (b)  provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity;

          (c)  provide the Fund with duplicate confirmations of stockholder
activity, whether executed through a dealer or directly with the Transfer Agent;

          (d)  provide detail for underwriter or broker confirmations and other
participating dealer Shareholder accounting, in accordance with such procedures
as may be agreed upon between the Fund and the Transfer Agent;

          (e)  provide Shareholder lists and statistical information concerning
accounts to the Fund; and

          (f)  provide timely notification of Fund activity and such other
information as may be agreed upon from time to time between the Transfer Agent
and the Fund's Custodian, to the Fund or the Custodian and such reports to the
Fund as provided in Schedule A hereto.

     11.  COOPERATION WITH ACCOUNTANTS.  The Transfer Agent shall cooperate with
the Fund's independent public accountants and shall take all reasonable action
in the performance of its obligations


                                          15

<PAGE>

under this Agreement to assure that the necessary information is made available
to such accountants for the expression of their opinion as such may be required
by the Fund from time to time.

     12.  CONFIDENTIALITY.  The Transfer Agent agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Fund and its prior, present or potential Shareholders, except after
prompt prior notification to and approval in writing by the Fund, which approval
may not be withheld where the Transfer Agent reasonably believes that it may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.

     13.  EQUIPMENT FAILURES.  In the event of equipment failures beyond the
Transfer Agent's control, the Transfer Agent shall, at no additional expense to
the Fund, promptly notify the Fund and take prompt, reasonable steps to minimize
service interruptions but shall have no liability with respect thereto except,
at its own expense, to reconstruct any records of the Fund that PFPC is required
to prepare and maintain hereunder.  The foregoing obligation shall not extend to
computer terminals located outside of premises maintained by the Transfer Agent;
provided, that this exception shall not apply to equipment dedicated solely for
use of PFPC and that PFPC has agreed to maintain as long as such equipment has
not been altered by the Fund, or any of its affiliates.  The Transfer Agent
shall enter into and shall maintain in effect with appropriate parties one or
more agreements making reasonable


                                          16

<PAGE>

provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.  An equipment failure shall be beyond
PFPC's control if it results from one or more of the events described in the
last sentence of the first paragraph of Paragraph 18 hereunder.

     14.  RIGHT TO RECEIVE ADVICE.  PFPC shall be protected in any action or
inaction PFPC takes in reliance on PFPC's counsel.  PFPC shall notify the Fund
of the receipt of such advice within a reasonable time.

     15.  COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.  PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA,
and any laws, rules and regulations of governmental authorities having
jurisdiction.

     16.  COMPENSATION.  As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from time
to time by the Fund and PFPC.

17.  INDEMNIFICATION.

          (a)  The Fund agrees to indemnify and hold harmless the Transfer Agent
from all taxes, charges, expenses (except expenses that are inherent to its
duties hereunder), assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the Securities Exchange Act
of 1934,


                                          17

<PAGE>

the 1940 Act, the CEA, and any state and foreign securities and blue sky laws,
all as or to be amended from time to time) including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which the Transfer Agent takes or does or omits to take
or do (i) at the request or on the direction of or in reliance on the advice of
the Fund or the Fund's counsel on behalf of the Fund or (ii) upon oral or
Written Instructions provided by the Fund, the Advisor or any Sub-Advisor
designated in writing by the Advisor and any Affiliate, provided that such
Affiliate has not acted negligently (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), and provided further, that the Transfer Agent shall not be
indemnified against any liability (or any expenses incident to such liability)
arising out of the Transfer Agent's own misfeasance, bad faith or negligence or
disregard of its duties or responsibilities described in this Agreement.

     (b)  PFPC shall not pay or settle any claim, demand, expense or liability
to which it may seek indemnity pursuant to paragraph (a) above an
("Indemnifiable Claim") without the express written consent of the Fund.  The
Transfer Agent shall notify the Fund promptly of receipt of notification of an
Indemnifiable Claim.  Unless the Fund notifies PFPC within 30 days of receipt of
Written Notice of such Indemnifiable Claim that the Fund does not intend to
defend such Indemnifiable Claim, the Fund shall defend PFPC from such
Indemnifiable Claim.  The Fund shall have the right to defend

                                          18

<PAGE>

any Indemnifiable Claim at its own expense, such defense to be conducted by
counsel selected by the Fund.  Further, the Transfer Agent may join the Fund in
such defense at the Transfer Agent's own expense, but to the extent that it
shall so desire, the Fund shall direct such defense.  If the Fund shall fail or
refuse to defend, PAY or settle an Indemnifiable Claim, the Transfer Agent, at
the Fund's expense consistent with limitations concerning attorney's fees
expressed in Paragraph 17(a) hereof, may provide its own defense.

     18. RESPONSIBILITY OF THE TRANSFER AGENT.         PFPC hereby represents
that it is experienced in the provision of the services covered by this
Agreement.  In the performance of its duties hereunder, the Transfer Agent shall
be obligated to exercise due care and diligence and to act in a timely manner
and in good faith to assure the accuracy and completeness of all services
performed under this Agreement.    PFPC shall be under no duty to take any
action on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by PFPC in writing.  PFPC shall be responsible for its
own negligent failure to perform its duties under this Agreement.  In assessing
negligence for purposes of this Agreement, the parties agree that the standard
of care applied to PFPC's conduct shall be the care that would be exercised by a
similarly situated service provider, supplying substantially the same services
under substantially similar circumstances.  Notwithstanding the foregoing, PFPC
shall not be responsible for losses beyond its control, provided that PFPC has


                                          19

<PAGE>

acted in accordance with the provisions of this Agreement and the standard of
care set forth above; and provided further that the Transfer Agent shall only be
responsible for that portion of losses or damages suffered by the Fund
attributable to the negligence of PFPC.  Losses shall be beyond PFPC's control
if they result from or occur because of delays or errors or loss of data
provided by persons other than the Transfer Agent, its Affiliates or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure caused from forces external to the premises of PFPC or
its Affiliates, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply and such
other circumstances beyond PFPC's control.

     Without limiting the generality of the foregoing or of any other provision
of this Agreement, PFPC in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of the validity or invalidity or authority or lack thereof of any
oral or Written Instruction received from the Fund, or an Affiliate, provided
such Affiliate has not acted without negligence (unless such Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person that is not an Affiliate), notice or other instrument which conforms to
the applicable requirements of this Agreement, and which PFPC reasonably
believes to be genuine.

                                          20

<PAGE>

     PFPC shall have no liability to the Fund for any losses or damages the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.

     19.  DURATION AND TERMINATION.  This Agreement shall continue in effect for
one year from the date that the Fund begins to invest in stocks that comprise
the Standard & Poor's 500 Composite Stock Price Index (the "investment date") .
This Agreement may be terminated by either party on or after the first
anniversary of the investment date upon not less than 180 days prior written
notice to the other party.  The foregoing provisions notwithstanding, either
party may terminate this Agreement in the event of a material breach of the
terms hereof after written notice to the other party of such breach and a
reasonable time for cure of such breach, unless such breach is not curable and,
in such circumstances, this Agreement shall terminate, at the option of the
injured party, three months after the date such notice is given.

     20.  REGISTRATION AS A TRANSFER AGENT.  The Transfer Agent represents that
it is currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so registered for the
duration of this Agreement.  The Transfer Agent agrees that it will promptly
notify the Fund in the event of any material change in its status as a
registered transfer agent.  Should the Transfer Agent fail to be registered with
the appropriate Federal agency as a transfer agent at any time during


                                          21

<PAGE>

this Agreement, the Fund may, on written notice to the Transfer Agent,
immediately terminate this Agreement.

     21.  NOTICES.  All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device.  Notices shall be addressed (a) if to the
Transfer Agent at Provident Financial Processing Corporation, 103 Bellevue
Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the
Fund; or (c) if to neither of the foregoing, at such other address as shall have
been notified to the sender of any such Notice or other communication.  All
postage, cable, telegram, telex and facsimile sending device charges arising
from the sending of a Notice hereunder shall be paid by the sender.

     22.  FURTHER ACTIONS.  Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

     23.  AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

     24.  DELEGATION OF DUTIES.  On thirty (30) days prior written notice to the
Fund, the Transfer Agent may assign its rights and delegate its duties hereunder
to any wholly-owned direct or indirect subsidiary of Provident National Bank or
PNC Financial Corp, provided that (i) the delegate agrees with the Transfer
Agent to comply with all relevant provisions of this Agreement and


                                          22

<PAGE>

applicable law; and (ii) the Transfer Agent and such delegate shall promptly
provide such information as the Fund may request, and respond to such questions
as the Fund may ask, relative to the delegation, including (without limitation)
the capabilities of the delegate.  In the event of such delegation, PFPC shall
remain liable under this Agreement. 

     25.  COUNTERPARTS.  This Agreement 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.

     26.  MISCELLANEOUS.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, any agreements with respect to Written and/or Oral Instructions.  The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof of otherwise affect their
construction or effect.  This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law- 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.  This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.


                                          23

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.


                                   DFA U.S. LARGE CAP
                                   PORTFOLIO INC.



                                   By: /s/ Deborah J. Ferris
                                      --------------------------------


                                   PROVIDENT FINANCIAL
                                   PROCESSING CORPORATION



                                   By: /s/ Joseph Gramlich
                                      --------------------------------


                                          24

<PAGE>

                                        INDEX

Paragraph                                                                  Page
- ---------                                                                  ----


1.   Appointment
2.   Delivery of Documents
3.   Definitions
4.   Instructions Consistent with Charter Declaration, etc.
5.   Transactions Not Requiring Instructions
6.   Authorized Shares
7.   Dividends and Distributions
S.   Communications with Shareholders
9.   Records
10.  Ongoing
11.  Cooperation with Accountants
12.  Confidentiality
13.  Equipment Failures
14.  Right to Receive
15.  Compliance with Government Rules and Regulations
16.  Compensation
17.  Indemnification
18.  Responsibility of the Transfer Agent
19.  Duration and Termination
20.  Registration as a Transfer Agent
21.  Notices
22.  Further Actions
23.  Amendments
24.  Delegation of Duties
25.  Counterparts
26.  Miscellaneous


                                          25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(A)(2)
<SEQUENCE>8
<DESCRIPTION>EXHIBIT 99 (B)(9)(A)(2)
<TEXT>

<PAGE>


                              TRANSFER AGENCY AGREEMENT
                                 AMENDMENT NUMBER ONE

          THIS AGREEMENT is made as of the 3rd day of May, 1993 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio Inc.",
a Maryland corporation (the "Fund") , and PFPC INC., formerly "Provident
Financial Processing Corporation", a Delaware corporation ("PFPC"), which is an
indirect wholly-owned subsidiary of PNC Bank Corp.


                               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 (the "1940 Act");
and
          WHEREAS, the Fund has retained PFPC to provide certain transfer agency
services pursuant to a Transfer Agency Agreement dated as of July 12, 1991 (the
"Agreement") which, as of the date hereof, is in full force and effect; and

          WHEREAS, PFPC provided such services to the one class of shares of the
Fund that was in existence on July 12, 1991; and 

          WHEREAS, the Fund has since organized one new Portfolio, designated 
"The DFA 6-10 Institutional Portfolio" (the "New Portfolio"), and the parties 
hereto desire that PFPC shall provide the New Portfolio with the same 
services that PFPC provided to the

<PAGE>

original class of shares of the Fund pursuant to the Agreement; and

          WHEREAS, Section 1 of the Agreement provides that PFPC shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement upon the mutual consent of PFPC 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 Fund has delivered to PFPC copies of:

               (a)  Post-Effective Amendment Number 2 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on May 3, 1993, wherein the New Portfolio is described;

               (b)  The exhibits to such post-effective amendment, all of which
pertain to the New Portfolio; and

               (c)  Amendment Number One dated May 3, 1993 of the Administration
and Accounting Services Agreement between the parties dated as of July 12, 1991.


               2.   The Agreement hereby is amended effective

May 3, 1993 by:

               (a)  adding the following sentence immediately after the third
sentence of Section 1 therein, "As of May 3, 1993, the Fund delivered to PFPC a
Prospectus dated May 3, 1993 wherein a new class of Fund shares designated "The
DFA 6-10 Institutional


                                   -2-
<PAGE>


Portfolio" is described and the parties agree that the terms of this Agreement
shall apply to the Portfolio described in such Prospectus.";

               (b)  deleting the following words, "May 14, 1991" and inserting
in lieu thereof, "May 3, 1993" in Section 5(d);

               (c)  deleting the following words, "May 14, 1991", where they
appear in Section 7 and inserting in lieu thereof, "May 3, 1993"; and

               (d)  deleting the first sentence of Section 19 and inserting 
in lieu thereof: "This Agreement shall continue in effect for one year from 
the date that The DFA 6-10 Institutional Portfolio begins to invest in 
securities pursuant to its investment objective and policies (the 'investment 
date')."


               3.   The Fee Schedules of PFPC applicable to the New Portfolio
shall be as agreed in writing from time to time.


               4.   In all other respects the Agreement shall remain unchanged
and in full force and effect.


               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Agreement to be executed by their


                                   -3-
<PAGE>


duly authorized officers designated below on the day and year first
above written.


                         DIMENSIONAL INVESTMENT GROUP INC.




                         By: /s/ Irene R. Diamant
                            ---------------------------------

                         Title: Vice President
                               ------------------------------


                         PFPC INC.

                         By: /s/ Robert Perlsweig
                            ---------------------------------

                         Title: Sr. Vice President
                               ------------------------------




                                   -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(A)(3)
<SEQUENCE>9
<DESCRIPTION>EXHIBIT 99(B)(9)(A)(3)
<TEXT>

<PAGE>


                             TRANSFER AGENCY AGREEMENT
                                AMENDMENT NUMBER TWO

            THIS AGREEMENT is made as of the 1st day of December, 1993 by and 
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap 
Portfolio Inc.", a Maryland corporation (the "Fund"), and PFPC INC., formerly 
"Provident Financial Processing Corporation" ("PFPC") , a Delaware 
corporation, which is an indirect wholly-owned subsidiary of PNC Financial 
Corp.

                               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 (the "1940 Act");
and

            WHEREAS, the Fund has retained PFPC to provide certain transfer 
agency services pursuant to a Transfer Agency Agreement dated as of July 12, 
1991 and amended on May 3, 1993 (the "Agreement") which, as of the date 
hereof, is in full force and effect; and

            WHEREAS, PFPC presently provides such services to the Portfolio 
of the Fund that was in existence on May 3, 1993; and 

            WHEREAS, the Fund has since organized one new Portfolio, designated
"The DFA International Value Portfolio" (the "New Portfolio"), and the parties
hereto desire that PFPC shall provide the New Portfolio with the same services
that PFPC provides to the

<PAGE>

other Portfolio of the Fund pursuant to the Agreement; and

            WHEREAS, Section 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, the parties 
hereto agree as follows:

            1.   The Fund has delivered to PFPC copies of:
                 (a)  Post-Effective Amendment Number 3 of the registration 
statement of the Fund, as effective with the U. S. Securities and Exchange 
Commission on December 1, 1993, wherein the New Portfolio is described;

                 (b)  The exhibits to such post-effective amendment 
consisting of Articles Supplementary to the Articles of Incorporation, 
amended By-Laws and the form of administration agreement, all of which 
pertain to the New Portfolio;

                 (c)  Amendment Number Two dated December 1, 1993 of the 
Administration and Accounting Services Agreement between the parties dated as 
of July 12, 1991; and

                 (d)  Amendment Number Two dated December 1, 1993 of the 
Custodian Agreement between PNC Bank, N.A. and the Fund dated as of July 12, 
1991.

            2.   The Agreement hereby is amended effective

                                         -2-
<PAGE>

December 1, 1993 by:

                 (a)  adding the following sentence immediately after the second
sentence of Section 1 therein, "As of December 1, 1993, the Fund delivered to
PFPC a Prospectus dated December 1, 1993 wherein a new class of Fund shares
designated the "The DFA International Value Portfolio" is described and the
parties agree that the terms of this Agreement shall apply to the two Portfolios
described in such Prospectus.";

                 (b)  adding the following words, "and as amended December 1, 
1993" after the words, "as amended May 3, 1993" in Section 2(j);

                 (c) deleting the following words, "May 3, 1993" and
inserting in lieu thereof, "December 1, 1993" in Section 5(d);

                 (d)  deleting the following words, "May 3, 1993", where they 
appear in Section 7 and inserting in lieu thereof, "December 1, 1993"; and

                 (e)  adding a new sentence immediately following the third 
sentence of Section 19 as follows: "The foregoing provisions of this Section 
19 notwithstanding, this Agreement with respect to The DFA International 
Value Portfolio may be terminated by either party upon not less than 180 days 
prior written notice to the other party."
            

            3. The Fee Schedules of PFPC applicable to the New
Portfolio shall be as agreed in writing from time to time.

                                         -3-
<PAGE>

            4.   In all other respects the Agreement shall remain unchanged and
in full force and effect.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
Number One 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: /s/ Irene R. Diamant, VP           
                                         -----------------------------------



                           
                                     PFPC INC.



                                     By: /s/ Joseph Gramlich            
                                         -----------------------------------






                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(A)(5)
<SEQUENCE>10
<DESCRIPTION>EXHIBIT 99 (B)(9)(A)(5)
<TEXT>

<PAGE>

                              TRANSFER AGENCY AGREEMENT
                                AMENDMENT NUMBER FIVE


          THIS AGREEMENT is made as of the 20th day of December, 1994 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PFPC INC., formerly
"Provident Financial Processing Corporation" ("PFPC"), a Delaware corporation,
which is an indirect wholly-owned subsidiary of PNC Financial Corp.


                                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 (the "1940 Act");
and

          WHEREAS, the Fund has retained PFPC to provide certain transfer agency
services pursuant to a Transfer Agency Agreement dated as of July 12, 1991 and
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 six existing
Portfolios of the Fund; and

          WHEREAS, the Fund has since organized two new Portfolios, designated
"DFA International Value Portfolio III" and "U.S. Large Cap Value Portfolio III"
(the "New Portfolios"), and the parties hereto desire that PFPC shall provide
the New Portfolios with the same services that PFPC provides to the other
Portfolios of the 

<PAGE>

Fund pursuant to the Agreement; and

          WHEREAS, Section 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, the parties hereto agree as
follows:


          1.   The Fund has delivered to PFPC copies of:

               (a)  Post-Effective Amendment Number 7 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994, wherein the New Portfolios are described;

               (b)  The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation, specimen securities and
the forms of administration agreements with respect to the New Portfolios;   

               (c)  Amendment Number Five dated December 20, 1994 of the
Administration and Accounting Services Agreement between the parties dated as of
July 12, 1991; and

               (d)  Amendment Number Five dated December 20, 1994 of the
Custodian Agreement between PNC Bank, N.A. and the Fund dated as of July 12,
1991. 


               2.   The Agreement hereby is amended effective 

                                         -2-
<PAGE>

December 20, 1994 by:

               (a)  adding the following sentence immediately after the second
sentence of Section 1 therein, "As of December 20, 1994, the Fund delivered to
PFPC a Prospectus dated December 20, 1994 wherein two new classes of Fund shares
designated the 'DFA International Value Portfolio III' and 'U.S. Large Cap Value
Portfolio III' are described and the parties agree that the terms of this
Agreement shall apply to the two Portfolios described in such Prospectus."; and

               (b)  adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to DFA International Value
Portfolio III and U.S. Large Cap Value Portfolio III may be terminated by either
party upon not less than 180 days prior written notice to the other party."


               3.   The Fee Schedules of PFPC applicable to the New Portfolios
shall be as agreed in writing from time to time.

                                         -3-
<PAGE>

               4.   In all other respects the Agreement shall remain unchanged
and in full force and effect.


               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Five 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: /s/ Irene R. Diamant
                            -------------------------------
                             Vice President

                         PFPC INC.


                         By: /s/ Joseph Gramlich
                            -------------------------------
                             S.V.P.


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(B)
<SEQUENCE>11
<DESCRIPTION>EXHIBIT 99 (B)(9)(B)
<TEXT>

<PAGE>


                                 ADMINISTRATION AND
                           ACCOUNTING SERVICES AGREEMENT


     THIS AGREEMENT is made as of the 12th day of July 1991, by and between DFA
U.S. LARGE CAP PORTFOLIO INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation
which is an indirect wholly-owned subsidiary of PNC Financial Corp.

                                W I T N E S S E T H

     WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
     
     WHEREAS, the Fund wishes to retain PFPC to provide certain administrative
and accounting services, and PFPC is willing to furnish such services;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

     1.   APPOINTMENT.  The Fund hereby appoints PFPC to provide certain
administrative and accounting services to the Fund for the period and on the
terms set forth in this Agreement.  PFPC accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 12 of this Agreement.  The Fund presently issues one series or
class of shares which is described in the Prospectus delivered to

<PAGE>

PFPC herewith, and may from time to time issue separate series or classes or
classify and reclassify shares of such series or class.  Hereinafter each such
class shall be referred to as a "Portfolio".  The records, notices, reports and
services provided by PFPC hereunder shall be prepared, kept, maintained and
furnished by PFPC in respect of each Portfolio of the Fund existing on the date
hereof, and any Portfolio(s) organized by the Fund after the date hereof as
agreed in writing by the Fund and PFPC.

          2.   DELIVERY OF DOCUMENTS.  The Trustee has furnished PFPC with
copies properly certified or authenticated of each of the following:

          (a)  Resolutions of the Fund's Board of Directors authorizing the
appointment of PFPC to provide certain administration and accounting services
for the Fund and approving this Agreement;

          (b)  Appendix A identifying and containing the signatures of the
Fund's officers and other persons authorized to issue Oral Instructions and to
sign Written Instructions, as hereinafter defined, on behalf of the Fund;

          (c)  The Fund's Articles of Incorporation filed with the Maryland
Department of Assessments and Taxation on March 19, 1990 and all amendments
thereto (such Articles of Incorporation as presently in effect and as they shall
from time to time be amended, are herein called the "Charter");

                                          2
<PAGE>

          (d)  The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called "By-Laws");

          (e)  The current Facility Agreement with Dimensional Fund Advisors
Inc. ("DFA") and the Fund (the "Advisory Agreements");


          (f)  The current Agreement between the Fund and DFA Securities Inc.;

          (g)  The Custodian Agreement between Provident National Bank
("Provident") and the Fund dated as of July 12, 1991 (the "Custodian
Agreement");

          (h)  The Transfer Agency Agreement between Provident Financial
Processing Corporation and the Fund dated as of July 12, 1991 (the "Transfer
Agency Agreement");
     
          (i)  The Fund's most recent Registration Statement on Form N-lA under
the Securities Act of 1933 (the "1933 Act") (File No. 33-__________) and under
the 1940 Act, as filed with the SEC on May 14, 1991 relating to Shares of the
Fund's Common Stock (hereinafter "Shares"), $.01 par value, and all amendments
thereto; and

          (j)  The Fund's most recent prospectus or prospectuses and Statements
of Additional Information relating to the Portfolios (such prospectuses and all
amendments and supplements to such Prospectus and Statement of Additional
Information are herein called the "Prospectus").

                                          3
<PAGE>

     The Fund will furnish PFPC from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

     3.   DEFINITIONS.

          (a)  "AUTHORIZED PERSON".  As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on Appendix A listing persons duly authorized to
give Oral or Written Instructions on behalf of the Fund as may be received by
PFPC from time to time.

          (b)  "ORAL INSTRUCTIONS".  As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.  The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.

          (c)  "WRITTEN INSTRUCTIONS".  As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by PFPC,
signed by two Authorized Persons.  Written Instructions include electronic
transmissions properly originated and confirmed by the Fund.

                                          4
<PAGE>

          (d)  "AFFILIATE".  As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.

     4.   INSTRUCTIONS CONSISTENT WITH CHARTER, ETC.

          (a)  Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral or Written Instructions.  Although PFPC may know of the provisions of
the Charter and By-Laws of the Fund, PFPC may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter or By-Laws, or any vote, resolution or proceeding of
the Shareholders, or of the Board of Directors, or of any committee thereof.


          (b)  PFPC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by PFPC from the Fund and any Affiliate,
provided such Affiliate has not acted negligently (unless such an Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person who is not an Affiliate) pursuant to this Agreement.  The Fund agrees to
forward to PFPC Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by PFPC, whether by hand delivery,
telex, facsimile sending device or otherwise, by the close of business of the
same day that such Oral Instructions are given to PFPC.  The Fund agrees that
the fact that such confirming Written Instructions are not received by PFPC
shall in no way affect the validity of the transactions or enforceability of the
transactions authorized by

                                          5
<PAGE>

the Fund by giving Oral Instructions.  The Fund agrees that PFPC shall incur no
liability to the Fund in acting upon Oral Instructions given to PFPC by the
Fund hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.

     5.   SERVICES ON A CONTINUING BASIS.

          (a)  In preparing the accounting records of the Fund, PFPC shall 
comply with generally accepted accounting principles (GAAP) or with an 
alternative method described in Written Instructions provided that such 
alternative method is not unreasonable and would not be burdensome to PFPC. 
PFPC will perform the following accounting services for the Fund on an 
ongoing or a daily basis, as appropriate, it being understood that the 
services provided hereunder shall be provided on a per Portfolio basis in a 
manner that properly identifies the Portfolio as to which such services 
relate:

               (1)  On a daily basis, journalize the Fund's investment, capital
                    Share and income and expense activities and post to the
                    general ledger;

               (2)  Verify with the custodian, investment buy/sell trade tickets
                    which may be sent electronically via modem from the Fund and
                    which may include securities acquired for Fund shares when
                    received from the Fund transmit verified trades to the
                    Fund's custodian for proper

                                          6
<PAGE>
 
                    settlement, and PFPC shall promptly notify the Fund of any
                    trades received which have not been so verified;  

               (3)  Maintain individual ledgers for investment securities;

               (4)  Maintain historical tax lots for each security;

               (5)  Reconcile cash and investment balances with the custodian,
                    and provide the Fund with the beginning cash balances
                    available for investment purposes;

               (6)  Update the cash availability and projected
                    receivables/payables throughout the day as required by the
                    Fund and direct the custodian to invest idle cash in
                    repurchase agreements, and/or registered investment
                    companies, and/or in other liquid investments as mutually
                    agreed upon in accordance with the Written Instructions of
                    the Fund.

               (7)  Post to and prepare the Statement of Assets and Liabilities
                    and the Statement of Operations;

               (8)  Calculate various contractual expenses (e.g., advisory and
                    custody fees) and confirm to the Fund the amounts paid by
                    the Fund in respect of such contracts as provided for
                    therein;

                                          7
<PAGE>

               (9)  Monitor the expense accruals and notify Fund management of
                    any proposed adjustments;

               (10) Control all disbursements and authorize such disbursements
                    upon Written Instructions;

               (11) Calculate capital gains and losses;

               (12) Determine net income;

               (13) Obtain security market quotes from independent pricing
                    services approved by the Fund, or if such quotes are
                    unavailable, then obtain such prices from, or in accordance
                    with the directions of, the Fund, and in either case
                    calculate the market value of the Fund's investments;

               (14) Transmit or mail a copy of the daily portfolio valuations
                    and a listing of acquisitions and dispositions of securities
                    of the Fund and, as of each month-end, transmit or mail a
                    floppy diskette reflecting securities holdings to the Fund;

               (15) Consistent with the requirements of the prospectus dated May
                    14, 1991 or Written Instructions which change those
                    requirements, compute the net asset values and, where
                    applicable, the public offering prices of the Portfolios and
                    promptly report thereon to NASDAQ and the custodian;
                                          
                                          8
<PAGE>

'              (16) Compute, and report to the Fund, each Portfolio's yields,
                    total return, expense ratios, portfolio turnover rate, and,
                    portfolio average dollar-weighted maturity; and

               (17) Compute amounts of foreign currency needed to settle foreign
                    securities transactions, and in accordance with Written
                    Instructions, enter into forward currency contracts with
                    banks and brokers.

          (b)  In addition to the accounting services described in the foregoing
Paragraph 5(a), PFPC will:

               (1)  Prepare monthly financial statements, which will include the
     following items (the form and content of such statements shall be in 
     accordance with generally accepted accounting principles):
     
                         Schedule of Investments
                         Statement of Assets and Liabilities
                         Statement of Shareholders' Equity
                         Statement of Operations
                         Statement of Changes in Net Assets
                         Cash Statement
                         Schedule of Capital Gains and Losses;

          (2)  Prepare quarterly broker security transactions summaries,
     including monthly reports of brokerage commissions paid setting forth such
     information as the Fund may reasonably request and as to which the parties 
     may agree;
     
          (3)  Prepare monthly security transaction listings;

          (4)  Supply various Fund statistical data and reports as requested by 
     the Fund on an ongoing basis including the reports set forth on Schedule A 
     hereto;

                                          9
<PAGE>

          (5)  Prepare for execution and file the Fund's Federal and state 
     income tax returns, Federal Excise Tax returns, tax returns for the States 
     of Maryland and California and any supporting schedules to such returns and
     assist the Fund in determining the amount, types and timing of dividend and
     capital gains distributions necessary for each Portfolio to avoid being 
     required to pay Federal Income or Excise taxes on its income and gains;

          (6)  Assist in the preparation of and file the Fund's Semi-Annual 
     Reports with the SEC on Form N-SAR;

          (7)  Assist in the preparation of and file with the SEC the Fund's 
     annual, semi-annual, and quarterly Shareholder reports;

          (8)  Assist in the preparation of registration statements on Form N-lA
     and other filings relating to the registration of Shares;

          (9)  Monitor and report monthly to the Fund's Board each Portfolio's 
     status as a regulated investment company under Sub-chapter M of the 
     Internal Revenue Code of 1986, as amended;

          (10) In the event that any securities transaction of the Fund fails to
     settle in accordance with Written or Oral Instructions, PFPC shall promptly
     notify the Fund; and

          (11) Monitor each Portfolio's securities positions to determine 
whether, with respect to 75 percent of the value of each Portfolio's total 
assets, more than 5 percent of the value of

                                          10
<PAGE>

each Portfolio's total assets are invested in any one issuer and, if so, alert
the Fund as soon as practicable of such circumstances.

     6.   RECORDS.  PFPC shall keep the following records:

          (a)  all books and records with respect to the Fund's books of
account, including without limitation those required by rule 3la-1 under the
1940 Act (except paragraphs b(4) and (9)) and records necessary to support each
Portfolio's tax returns; and

          (b)  records of the Fund's securities and exchange listed financial
futures and forward currency transactions.

     The books and records pertaining to the Fund which are in the possession of
PFPC shall be the property of the Fund and shall be returned to the Fund or its
designee upon request.  Such books and records shall be prepared and maintained
as required by the 1940 Act and other applicable laws and rules and regulations.
The Fund, or the Fund's authorized representatives, shall have access to such
books and records at all times during PFPC's normal business hours.  Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by PFPC to the Fund or the Fund's authorized designee or representative
at the Fund's expense.


     7.   LIAISON WITH ACCOUNTANTS.  PFPC shall act as liaison with the Fund's
independent public accountants and shall provide them with account analyses,
fiscal year summaries, and such other information, including audit related
schedules, as may be necessary to assure that the necessary information is made
available to such accountants for the expression of their opinion, as such may
be required by the Fund from time to time.

                                          11
<PAGE>

     8.   CONFIDENTIALITY.  PFPC agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the Fund and
its prior, present or potential Shareholders or relative to the Advisor, except,
after prior notification to and approval in writing by the Fund, which approval
may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.

     9.   EQUIPMENT FAILURES.  In the event of equipment failures beyond PFPC's
control, PFPC shall, at no additional expense to the Fund, promptly notify the
Fund and take prompt, reasonable steps to minimize service interruptions but
shall have no liability with respect thereto except, at its own expense, to
reconstruct any records of the Fund that PFPC is required to prepare and
maintain hereunder.  PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available.  An equipment failure shall be beyond PFPC's control if
it results from one or more of the events described in the last sentence of the
first paragraph of Paragraph 14 hereunder.

10. RIGHT TO RECEIVE ADVICE.
     PFPC shall be protected in any action or inaction PFPC takes in reliance on
advice of PFPC Is counsel.  PFPC shall promptly

                                          12
<PAGE>

notify the Fund of the receipt of such advice within reasonable
time.

     11.  COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.  PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA,
and any laws, rules and regulations of governmental authorities having
jurisdiction.

     12.  COMPENSATION.  As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from time
to time by the Fund and PFPC.

     13.  INDEMNIFICATION. (a) The Fund agrees to indemnify and hold harmless
PFPC and its sub-contractors from all taxes, charges, expenses (except expenses
that are inherent to its duties hereunder) , assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, the CEA, and any state and
foreign securities and blue sky laws, all as or to be amended from time to time)
including (without limitation) reasonable attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which PFPC takes or does
or omits to take or do (i) at the request or on the direction of or in reliance
on the advice of the Fund or the Fund's counsel on behalf of the Fund or (ii)
upon Oral or Written Instructions provided by the Fund, or an

                                          13
<PAGE>

Affiliate, provided such Affiliate has not acted negligently (unless such
Affiliate has received and transmitted erroneous instructions received from an
Authorized Person that is not an Affiliate) PROVIDED, that neither PFPC nor any
of its subcontractors shall be indemnified against any liability (or any
expenses incident to such liability) arising out of PFPC's own misfeasance, bad
faith, negligence or disregard of its duties or responsibilities described in
this Agreement.

          (b)  PFPC shall not pay or settle any claim, demand, expense or
liability in respect of which PFPC is entitled to be indemnified pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund.  PFPC shall notify the Fund promptly of receipt of
notification of an Indemnifiable Claim.  Unless the Fund notifies PFPC within 30
days of receipt of Written Notice of such Indemnifiable Claim that the Fund does
not intend to defend such Indemnifiable Claim, the Fund shall defend PFPC from
such Indemnifiable Claim.  The Fund shall have the right to defend any
Indemnifiable Claim at its own expense, such defense to be conducted by counsel
selected by the Fund.  Further, PFPC may join the Fund in such defense at PFPC's
own expense, but to the extent that it shall so desire, the Fund shall direct
such defense.  If the Fund shall fail or refuse to defend, pay or settle an
Indemnifiable Claim, PFPC, at the Fund's expense consistent with limitations
concerning attorney's fees expressed in Paragraph 13(a) hereof, may provide its
own defense.

                                          14
<PAGE>

     14.  RESPONSIBILITY OF PFPC.  PFPC hereby represents that it is experienced
in the provision of the services covered by this Agreement.  In the performance
of its duties hereunder, PFPC shall be obligated to exercise due care and
diligence and to act in a timely manner and in good faith to assure the accuracy
and completeness of all services performed under this Agreement.  PFPC shall be
under no duty to take any action on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by PFPC in writing.  PFPC
shall be responsible for its own negligent failure to perform its duties under
this Agreement.  In assessing negligence for purposes of this Agreement, the
parties agree that the standard of care applied to PFPC's conduct shall be the
care that would be exercised by a similarly situated service provider, supplying
substantially the same services under substantially similar  circumstances. 
Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond
its control, provided that PFPC has acted in accordance with the provisions of
this Agreement and the standard of care set forth above and provided further
that PFPC shall only be responsible for that portion of losses or damages
suffered by the Fund attributable to the negligence of PFPC.  Losses shall be
beyond PFPC's control if they result from or occur because of delays or errors
or loss of data provided by a person other than PFPC or its Affiliates, or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure resulting
     

                                          15
<PAGE>

from forces external to the premises of PFPC or its Affiliates, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply external to the premises of PFPC
or its Affiliates and such other circumstances beyond PFPC's control.

     Without limiting the generality of the foregoing or of any other provision
of this Agreement, PFPC in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction received from the Fund, or an Affiliate, provided
such Affiliate has not acted negligently (unless such an Affiliate has received
and transmitted erroneous instructions received from an Authorized Person that
is not an Affiliate), notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PFPC reasonably believes to
be genuine.

     PFPC shall have no liability to the Fund for any losses or damages, the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.

     15.  DURATION AND TERMINATION.  This Agreement shall continue in effect for
one year from the date that the Fund begins to invest in stocks that comprise
the Standard & Poor's 500 Composite Stock Price Index (the "investment date"). 
This Agreement may be terminated by either party on or after the first
anniversary of the

                                          16
<PAGE>

investment date upon not less than 180 days prior written notice to the other
party.  The foregoing provisions notwithstanding, either party may terminate
this Agreement in the event of a material breach of the terms hereof after
written notice to the other party of such breach and a reasonable time for cure
of such breach, unless such breach is not curable and, in such circumstances,
this Agreement shall terminate, at the option of the injured party, three months
after the date such notice is given.

     16.  NOTICES.  All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device.  Notices shall be addressed (a) if to PFPC at
PFPC's address, Bellevue Corporate Center, 103 Bellevue Parkway, Wilmington,
Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication.  All postage, cable, telex
and facsimile sending device charges arising from the sending of a Notice
hereunder shall be paid by the sender.

     17.  FURTHER ACTIONS.  Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

     18.  AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

                                          
                                          17
<PAGE>

     19.  DELEGATION.  On thirty (30) days prior written notice to the Fund,
PFPC may assign its rights and delegate its duties hereunder to any wholly-owned
direct or indirect subsidiary of PFPC National Bank or PNC Financial Corp
provided that (i) the delegate agrees with PFPC to comply with all relevant
provisions of this Agreement and applicable law; and (ii) PFPC and such delegate
shall promptly provide such information as the Fund may request, and respond to
such questions as the Fund may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate.  In the event of such
delegation, PFPC shall remain liable under this Agreement.

     20.  COUNTERPARTS.  This Agreement 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.

     21. MISCELLANEOUS.

     This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings, relating
to the subject matter hereof, provided that the parties hereto may embody in one
or more separate documents their agreement, if any, with respect to Written
and/or Oral Instructions.  The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof of otherwise affect their construction or effect.  This
Agreement shall be deemed to be a contract made in Delaware and governed by
Delaware law.  If any provision of this Agreement shall be held or made invalid
by a court decision,

                                          18
<PAGE>

statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.  This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
     
                         DFA U.S. LARGE CAP PORTFOLIO INC.


                         By: /s/ Deborah J. Ferris
                             -----------------------------------
     


                         PROVIDENT FINANCIAL PROCESSING
                           CORPORATION



                         By: /s/ Joseph Gramlich
                             -----------------------------------

                                          19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(B)(2)
<SEQUENCE>12
<DESCRIPTION>EXHIBIT 99 (B)(9)(B)(2)
<TEXT>

<PAGE>

                  ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
                                AMENDMENT NUMBER ONE

     THIS AGREEMENT is made as of the 3rd day of May, 1993 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio Inc.",
a Maryland corporation (the "Fund") , and PFPC INC., formerly "Provident
Financial Processing Corporation", a Delaware corporation ("PFPC"), which is an
indirect wholly-owned subsidiary of PNC Bank Corp.

                               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 (the "1940 Act");
and 

     WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated as of July 12, 1991 (the "Agreement") which, as of the date
hereof, is in full force and effect; and

     WHEREAS, PFPC provided such services to the one class of shares of the Fund
that was in existence on July 12, 1991; and 

     WHEREAS, the Fund has since organized one new Portfolio, designated "The 
DFA 6-10 Institutional Portfolio" (the "New Portfolio"), and the parties 
hereto desire that PFPC shall provide

<PAGE>

the New Portfolio with the same services that PFPC provided to the original
class of shares of the Fund pursuant to the Agreement; and  

     WHEREAS, Section 1 of the Agreement provides that PFPC shall provide such
services to any Portfolio organized by the Fund after the date of the Agreement
upon the mutual consent of PFPC 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 Fund has delivered to PFPC copies of:

          (a)  Post-Effective Amendment Number 2 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
May 3, 1993, wherein the New Portfolio is described;

          (b)  The exhibits to such post-effective amendment, all of which
pertain to the New Portfolio; and

          (c)  Amendment Number One dated May 3, 1993 of the Transfer Agency
Agreement between the parties dated as of July 12, 1991.

          2.    The Agreement hereby is amended effective May 3, 1993 by:

          (a)  adding the following sentence immediately after the third
sentence of Section 1 therein, "As of May 3, 1993, the Fund delivered to PFPC a
Prospectus dated May 3, 1993 wherein a new

                                         -2-
<PAGE>

class of Fund shares designated "The DFA 6-10 Institutional Portfolio" is
described and the parties agree that the terms of this Agreement shall apply to
the Portfolio described in such Prospectus.";
     
          (b)  adding the following words, "and as amended May 3, 1993" after
the words "May 14, 1991" in Section 2(i);

          (c)  deleting the following words, "May 14, 1991" and inserting in
lieu thereof, "May 3, 1993" in Section 5(a)(15); and

          (d)  deleting the first sentence of Section 15 and inserting in lieu
thereof:  "This Agreement shall continue in effect for one year from the date
that The DFA 6-10 Institutional Portfolio begins to invest in securities
pursuant to its investment objective and policies (the 'investment date')."
     
          3. The Fee Schedules of PFPC applicable to the New Portfolio shall be
as agreed in writing from time to time.
     
          4.   In all other respects the Agreement shall remain unchanged and in
full force and effect.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Agreement to be executed by their

                                         -3-
<PAGE>

duly authorized officers designated below on the day and year first
above written.

                              DIMENSIONAL INVESTMENT GROUP INC.



                              By: /s/ Irene R. Diamant          
                                 -------------------------------

                              Title:  Vice President
                                    ----------------------------


                              PFPC INC.



                              By: /s/ Joseph Gramlich
                                 -------------------------------

                              Title:  V.P.
                                    ----------------------------


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(B)(3)
<SEQUENCE>13
<DESCRIPTION>EXHIBIT 99 (B)(9)(B)(3)
<TEXT>

<PAGE>


                  ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

                                AMENDMENT NUMBER TWO


     THIS AGREEMENT is made as of the 1st day of December, 1993 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio Inc.",
a Maryland corporation (the "Fund"), and PFPC INC., formerly "Provident
Financial Processing Corporation" ("PFPC"), a Delaware corporation, which is an
indirect wholly-owned subsidiary of PNC Financial Corp.

                               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 (the "1940 Act");
and
     WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated as of July 12, 1991 and amended on May 3, 1993 (the "Agreement")
which, as of the date hereof, is in full force and effect; and

     WHEREAS, PFPC presently provides such services to the Portfolio of the Fund
that was in existence on May 3, 1993; and

     WHEREAS, the Fund has since organized one new Portfolio, designated "The
DFA International Value Portfolio" (the "New Portfolio"), and the parties hereto
desire that PFPC shall provide 


<PAGE>

the New Portfolio with the same services that PFPC provides to the other
Portfolio of the Fund pursuant to the Agreement; and

     WHEREAS, Section 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, the parties hereto agree as
follows:

     1.   The Fund has delivered to PFPC copies of:

          (a)  Post-Effective Amendment Number 3 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
December 1, 1993, wherein the New Portfolio is described;

          (b)  The exhibits to such post-effective amendment consisting of
Articles Supplementary to the Articles of Incorporation, amended By-Laws and the
form of administration agreement, all of which pertain to the New Portfolio;

          (c)  Amendment Number Two dated December 1, 1993 of the Transfer
Agency Agreement between the parties dated as of July 12, 1991; and

          (d)  Amendment Number Two dated December 1, 1993 of the Custodian
Agreement between PNC Bank, N.A. and the Fund dated as of July 12, 1991.

                                          2
<PAGE>

     2.    The Agreement hereby is amended effective December 1, 1993 by:

          (a)  adding the following sentence immediately after the third
sentence of Section 1 therein, "As of December 1, 1993, the Fund delivered to
PFPC a Prospectus dated December 1, 1993 wherein a new class of Fund shares
designated the "The DFA International Value Portfolio" is described and the
parties agree that the terms of this Agreement shall apply to the two Portfolios
described in such Prospectus.";

          (b)  adding the following words, "and as amended December 1, 1993"
after the words, "as amended May 3, 1993" in Section 2(i);

          (c)  deleting the following words, "May 3, 1993" and inserting in lieu
thereof, "December 1, 1993" in Section 5(a)(15); and

          (d)  adding a new sentence immediately following the third sentence of
Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to The DFA International Value
Portfolio may be terminated by either party upon not less than 180 days prior
written notice to the other party."

     3.   The Fee Schedules of PFPC applicable to the New Portfolio shall be as
agreed in writing from time to time.

     4.   In all other respects the Agreement shall remain unchanged and in full
force and effect.     

                                          3
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
One 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:  /s/ Irene R. Diamant, VP
                                      ----------------------------------



                                   PFPC INC.



                                   By:   /s/ Joseph Gramlich
                                      ----------------------------------


                                          4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(B)(6)
<SEQUENCE>14
<DESCRIPTION>EXHIBIT 99 (B)(9)(B)(6)
<TEXT>

<PAGE>

                                                                                
                   ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

                                AMENDMENT NUMBER FIVE


          THIS AGREEMENT is made as of the 20th day of December, 1994 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PFPC INC., formerly
"Provident Financial Processing Corporation" ("PFPC"), a Delaware corporation,
which is an indirect wholly-owned subsidiary of PNC Financial Corp.


                                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 (the "1940 Act");
and

          WHEREAS, the Fund has retained PFPC to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated as of July 12, 1991 and 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 six existing
Portfolios of the Fund; and

          WHEREAS, the Fund has since organized two new Portfolios, designated
"DFA International Value Portfolio III" and "U.S. Large Cap Value Portfolio III"
(the "New Portfolios"), and the parties 

<PAGE>

hereto desire that PFPC shall provide the New Portfolios with the same services
that PFPC provides to the other Portfolios of the Fund pursuant to the
Agreement; and

          WHEREAS, Section 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, the parties hereto agree as
follows:


          1.   The Fund has delivered to PFPC copies of:

               (a)  Post-Effective Amendment Number 7 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994, wherein the New Portfolios are described;

               (b)  The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation, specimen securities and
the forms of administration agreements with respect to the New Portfolios;

               (c)  Amendment Number Five dated December 20, 1994 of the
Transfer Agency Agreement between the parties dated as of July 12, 1991; and

               (d)  Amendment Number Five dated December 20, 1994 of the
Custodian Agreement between PNC Bank, N.A. and the Fund dated as of July 12,
1991. 


                                         -2-

<PAGE>

          2.   The Agreement hereby is amended effective December 20, 1994 by:

               (a)  adding the following sentence immediately after the third
sentence of Section 1 therein, "As of December 20, 1994, the Fund delivered to
PFPC a Prospectus dated December 20, 1994 wherein two new classes of Fund shares
designated the 'DFA International Value Portfolio III' and 'U.S. Large Cap Value
Portfolio III' are described and the parties agree that the terms of this
Agreement shall apply to the two Portfolios described in such Prospectus."; and

               (b)  adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to DFA International Value
Portfolio III and U.S. Large Cap Value Portfolio III may be terminated by either
party upon not less than 180 days prior written notice to the other party."


          3.   The Fee Schedules of PFPC applicable to the New Portfolios shall
be as agreed in writing from time to time.


          4.   In all other respects the Agreement shall remain unchanged and in
full force and effect.


               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Five to the Agreement to be executed by their


                                         -3-

<PAGE>


duly authorized officers designated below on the day and year first above
written.

                         DIMENSIONAL INVESTMENT GROUP INC.


                         By: /s/ Irene R. Diamant
                            -------------------------------
                             Vice President

                         PFPC INC.


                         By: /s/ Joseph Gramlich
                            -------------------------------
                             S.V.P.




                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(1)
<SEQUENCE>15
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(1)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                         THE DFA 6-10 INSTITUTIONAL PORTFOLIO


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 3rd day of May, 1993, by and between DIMENSIONAL
INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on behalf of The DFA
6-10 Institutional Portfolio (the "Portfolio"), a separate series of the Fund,
and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance carriers (as
                    well as agents and brokers),

<PAGE>

                    independent accountants, legal counsel and other persons who
                    provide services to the Fund for the benefit of the
                    Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its
                    shareholders if and when called by the board of directors of
                    the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs.

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in 


                                         -2-

<PAGE>

Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at
the end of each month, a fee equal to one-twelfth of .07 percent of the net
assets of the Portfolio.  If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.


                                         -3-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and effective on the 3rd day of May, 1993.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield            By: /s/ David G. Booth
   ------------------------           ---------------------------
     Chairman-Chief                     President
     Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(2)
<SEQUENCE>16
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(2)
<TEXT>

<PAGE>


                          DIMENSIONAL INVESTMENT GROUP INC.

                        THE DFA INTERNATIONAL VALUE PORTFOLIO


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 1st day of December, 1993, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of The DFA International Value Portfolio (the "Portfolio"), a separate
series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation
(the "Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the Board of Directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance carriers (as
                    well as agents and brokers), 

<PAGE>

                    independent accountants, legal counsel and other persons who
                    provide services to the Fund for the benefit of the
                    Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in 


                                         -2-

<PAGE>

Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at
the end of each month, a fee equal to one-twelfth of .20 percent of the net
assets of the Portfolio.  If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.


                                         -3-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and effective on the 1st day of December, 1993.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT 
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield         By: /s/ David G. Booth
   ------------------------           ---------------------------
     Chairman-Chief                       President
     Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(3)
<SEQUENCE>17
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(3)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                         DFA INTERNATIONAL VALUE PORTFOLIO II


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 1st day of July, 1994, by and between DIMENSIONAL
INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on behalf of the DFA
International Value Portfolio II (the "Portfolio"), a separate series of the
Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance 

<PAGE>

                    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 Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 


                                         -2-

<PAGE>

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in Section 2 of this Agreement, the
Portfolio shall pay to the Administrator, at the end of each month, a fee equal
to one-twelfth of .20 percent of the net assets of the Portfolio.  If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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 


                                         -3-

<PAGE>

Agreement to be executed and effective on the 1st day of July, 1994.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT 
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield         By: /s/ David G. Booth
   ------------------------           ---------------------------
      Chairman-Chief                         President
      Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(4)
<SEQUENCE>18
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(4)
<TEXT>

<PAGE>


                          DIMENSIONAL INVESTMENT GROUP INC.

                          U.S. SMALL CAP VALUE PORTFOLIO II


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 1st day of July, 1994, by and between DIMENSIONAL
INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on behalf of the
U.S. Small Cap Value Portfolio II (the "Portfolio"), a separate series of the
Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance carriers (as
                    well as agents and brokers), 

<PAGE>


                    independent accountants, legal counsel and other persons who
                    provide services to the Fund for the benefit of the
                    Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in 


                                         -2-

<PAGE>

Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at
the end of each month, a fee equal to one-twelfth of .30 percent of the net
assets of the Portfolio.  If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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 


                                         -3-

<PAGE>

Agreement to be executed and effective on the 1st day of July, 1994.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT 
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield         By: /s/ David G. Booth
   ------------------------           ----------------------------
      Chairman-Chief                         President
      Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(5)
<SEQUENCE>19
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(5)
<TEXT>

<PAGE>


                          DIMENSIONAL INVESTMENT GROUP INC.

                          U.S. LARGE CAP VALUE PORTFOLIO II


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 1st day of July, 1994, by and between DIMENSIONAL
INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on behalf of the
U.S. Large Cap Value Portfolio II (the "Portfolio"), a separate series of the
Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance carriers (as
                    well as agents and brokers),

<PAGE>

                    independent accountants, legal counsel and other persons who
                    provide services to the Fund for the benefit of the
                    Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in 


                                         -2-

<PAGE>

Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at
the end of each month, a fee equal to one-twelfth of .15 percent of the net
assets of the Portfolio.  If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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 


                                         -3-

<PAGE>

Agreement to be executed and effective on the 1st day of July, 1994.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT 
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield         By: /s/ David G. Booth
   ------------------------           ----------------------------
      Chairman-Chief                         President
      Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(6)
<SEQUENCE>20
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(6)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                        DFA ONE-YEAR FIXED INCOME PORTFOLIO II


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 30th day of September, 1994, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the DFA One-Year Fixed Income Portfolio II (the "Portfolio"), a
separate series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation (the "Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance

<PAGE>

                    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 Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs.


                                         -2-
<PAGE>

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in Section 2 of this Agreement, the
Portfolio shall pay to the Administrator, at the end of each month, a fee equal
to one-twelfth of .10 percent of the net assets of the Portfolio.  If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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


                                         -3-
<PAGE>

Agreement to be executed and effective on the 30th day of September, 1994.


DIMENSIONAL FUND                        DIMENSIONAL INVESTMENT
ADVISORS INC.                           GROUP INC.



By: /s/ Rex A. Sinquefield              By: /s/ David G. Booth
    -----------------------------           ------------------------------
        Chairman-Chief                            President
        Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(7)
<SEQUENCE>21
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(7)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                          U.S. LARGE CAP VALUE PORTFOLIO III


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 20th day of December, 1994, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the U.S. Large Cap Value Portfolio III (the "Portfolio"), a separate
series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation
(the "Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance carriers (as
                    well as agents and brokers),

<PAGE>

                    independent accountants, legal counsel and other persons who
                    provide services to the Fund for the benefit of the
                    Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in


                                         -2-
<PAGE>

Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at
the end of each month, a fee equal to one-twelfth of .01 percent of the net
assets of the Portfolio.  If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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


                                         -3-
<PAGE>

Agreement to be executed and effective on the 20th day of December, 1994.


DIMENSIONAL FUND                             DIMENSIONAL INVESTMENT
ADVISORS INC.                                GROUP INC.



By: /s/ Rex A. Sinquefield                   By: /s/ David G. Booth
    ------------------------------               ------------------------------
        Chairman-Chief                                  President
        Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(C)(8)
<SEQUENCE>22
<DESCRIPTION>EXHIBIT 99 (B)(9)(C)(8)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                      THE DFA INTERNATIONAL VALUE PORTFOLIO III


                               ADMINISTRATION AGREEMENT



          AGREEMENT made this 20th day of December, 1994, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the International Value Portfolio III (the "Portfolio"), a separate
series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation
(the "Administrator").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services, assistance and facilities of an administrator and
to have an administrator perform various administrative and other services for
it; and

          WHEREAS, the Administrator desires to provide such services to the
Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   EMPLOYMENT OF THE ADMINISTRATOR.  The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio, subject
to the direction of the board of directors and the officers of the Fund on the
terms hereinafter set forth.  The Administrator hereby accepts such employment
and agrees to render the services described herein for the compensation herein
provided.

          2.   SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.  

          A.   The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio.  Specifically, the Administrator
shall:

               (1)  supervise the services provided to the Fund for the benefit
                    of the Portfolio by the Portfolio's custodian, transfer and
                    dividend disbursing agent, printers, insurance 


<PAGE>

                    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 Portfolio;

               (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 Portfolio (except those that
                    govern investment of the Portfolio's assets), (ii) regulate
                    the offering of the Portfolio's shares and (iii) provide for
                    the taxation of the Portfolio;

               (3)  provide the shareholders of the Portfolio with such
                    information regarding the operation and affairs of the
                    Portfolio, and their investment in its shares, as they or
                    the Fund may reasonably request;

               (4)  assist the Portfolio to conduct meetings of its shareholders
                    if and when called by the board of directors of the Fund;

               (5)  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

               (6)  provide such other administrative services for the benefit
                    of the Portfolio as the board of directors may reasonably
                    request.

          B.   In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Portfolio, the Administrator shall be entitled to consult with, and obtain
the assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

          C.   The Administrator, 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 Portfolio.

          3.   EXPENSES OF THE FUND.  It is understood that the Portfolio will
pay all of its own expenses incurred to conduct its administrative affairs. 

                                         -2-
<PAGE>

          4.   COMPENSATION OF THE ADMINISTRATOR.  For the services to be
rendered by the Administrator as provided in Section 2 of this Agreement, the
Portfolio shall pay to the Administrator, at the end of each month, a fee equal
to one-twelfth of .01 percent of the net assets of the Portfolio.  If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.

          5.   ACTIVITIES OF THE ADMINISTRATOR.  The services of the
Administrator to the Fund or in respect of the Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or in respect of the Portfolio are
not impaired thereby.  

          6.   LIABILITY OF THE ADMINISTRATOR.  No provision of this Agreement
shall be deemed to protect the Administrator 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.

          7.   DURATION AND TERMINATION.

          A.   This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the board of
directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days' written notice to the other.

          B.   Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   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 

                                         -3-
<PAGE>

Agreement to be executed and effective on the 20th day of December, 1994.


DIMENSIONAL FUND                   DIMENSIONAL INVESTMENT 
ADVISORS INC.                      GROUP INC.



By: /s/ Rex A. Sinquefield         By: /s/ David G. Booth
   ------------------------           ---------------------------
      Chairman-Chief                         President
      Investment Officer


                                         -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)(2)(I
<SEQUENCE>23
<DESCRIPTION>EXHIBIT 99 (B)(9)(E)(2)(I)
<TEXT>

<PAGE>

                          ADMINISTRATIVE SERVICE AGREEMENT



     This Agreement dated as of July 1, 1996 between Bankers Trust Company
("Sub-Administrator" or "Servicing Agent") and Dimensional Investment Group,
Inc. ("Company"), on behalf of three of its portfolios, the U.S. Small Cap Value
Portfolio II, the U.S. Large Cap Value Portfolio II and the DFA International
Value Portfolio II (referred to collectively hereinafter as the "Funds").

     WHEREAS, the Sub-Administrator provides administrative services comprised
of recordkeeping and reporting and processing services to qualified retirement
plans ("Plan" or "Plans"); and

     WHEREAS, it is contemplated that a trustee, sponsor or
administrative committee of a Plan ("Plan Representative") will invest on behalf
of Plan participants, or offer to Plan participants ("Participants") the
opportunity to invest their assets, in the Funds; and

     WHEREAS, the Sub-Administrator and the Funds desire that the
purchase and redemption of the Funds' shares ("Shares") be facilitated through
one or more master accounts ("Accounts") with each Fund and its designated
transfer agent established by the Sub-Administrator or the Plan Trustee ("Plan
Trustee") in the name of the Plan, in the Sub-Administrator's or Plan Trustee's
own name, or as nominee; and

     WHEREAS, the Funds have the power and authority to appoint qualified
entities to provide administrative services to the Funds; and

     WHEREAS, the Funds desire the Sub-Administrator to provide
to the Accounts certain administrative services listed on Schedule A hereto
("Administrative Services") and the Sub-Administrator is willing and able to
furnish such Administrative Services on the terms and conditions hereinafter set
forth.

     NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties agree as follows:

ARTICLE 1.     TERMS OF APPOINTMENT

     SECTION 1.1 Subject to the terms and conditions set forth in this
Agreement, the Appendix, and the Schedules attached hereto and made a part
hereof, the Company, on behalf of the Funds, hereby employs and appoints the
Sub-Administrator to act as, and the Sub-Administrator agrees to act as, its
Servicing Agent with respect to Shares purchased and held by the Plans.

<PAGE>

     SECTION 1.2 The Sub-Administrator shall maintain on behalf of the Plans,
one or more Accounts with each Fund or its designated transfer agent.  The
Accounts shall be held by the Sub-Administrator or the Plan Trustee in the name
of the Plans, in either of their own names or as nominee.  The Administrative
Services provided by the Sub-Administrator on behalf of the Plans shall not be
the responsibility of the Funds or their designated transfer agents.

     SECTION 1.3 The Sub-Administrator agrees to perform the Administrative
Services with respect to the Plans and their Participants which make up the
Accounts.

     SECTION 1.4 The parties hereto agree that the Administrative Services 
are shareholder administrative services and are not investment advisory or 
distribution related services.

     SECTION 1.5 Each party shall maintain and preserve all records as required
by law to be maintained and preserved in connection with the provision of the
services contemplated hereunder.  Upon the request of a party, the other party
shall provide copies of all records as may be necessary to (a) monitor and
review the performance of either party's activities; (b) assist either party in
resolving disputes, reconciling records or responding to an auditor's inquires;
(c) comply with any request of a governmental body or self-regulatory
organization; (d) verify compliance by a party with the terms of this Agreement;
(e) make required regulatory reports; and (f) perform general customer service.

     SECTION 1.6 In addition to the Administrative Services, the
Sub-Administrator shall perform such other duties and functions as are reflected
in Schedule A, as amended from time to time, signed and dated by both parties
hereto.  The fees payable to the Sub-Administrator as compensation for the
Administrative Services and such other duties and functions shall be reflected
in Schedule B, as amended from time to time, signed and dated by each party
hereto.

     SECTION 1.7 The Sub-Administrator's performance of the Administrative
Services, including without limitation the purchase and redemption of Shares in
each Fund, will be subject to the terms and conditions set forth in each Fund's
prospectus and statement of additional information.

ARTICLE 2.      FEES

     SECTION 2.1 For acting as the Servicing Agent to the
Funds and for the performance of Administrative Services to the
Funds by the Sub-Administrator pursuant to this Agreement, the

                                         -2-
<PAGE>

Funds agree to pay the Sub-Administrator a fee based upon the net asset value of
Shares held by Accounts, as set out in the initial fee schedule attached hereto
as Schedule B. The parties agree that all payments for services made by the
Funds under this Agreement shall be in accordance with an invoice provided by
the Funds to the Sub-Administrator that shall be based on each Fund's records
with its transfer agent.

     SECTION 2.2 The Funds agree to provide an invoice and pay all fees within
thirty (30) business days after the last day of each month.  The
Sub-Administrator shall advise the Funds in writing within 20 days of receipt of
the invoice if it disagrees with any information set forth on the invoice.  All
payments and invoices to the Sub-Administrator shall be sent to the attention of
BTNY Services, Inc., GRSS Billing Department, 34 Exchange Place-5th Floor,
Jersey City, New Jersey 07302.

ARTICLE 3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FUNDS

     The Company represents and warrants to the Sub-Administrator that the
following are true and will remain true throughout the term of this Agreement.

     (a)  The Company is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.

     (b) The Company is an investment company registered under the Investment 
Company Act of 1940 ("1940 Act").

     (c)  The Company is authorized to enter into and perform this Agreement on
behalf of the Funds, and the performance of the Company's or the Funds'
obligations hereunder does not and will not violate or conflict with any
governing documents or agreements of trust with respect to (i) the Company or
(ii) the Funds, or any applicable law, including Section 12 of the 1940 Act.

     (d)  The Company, on behalf of the Funds, will deliver to the
Sub-Administrator evidence of such authorization as the Sub-Administrator may
reasonably require, whether by way of certified resolution or otherwise.

     (e)  Neither the Company nor the Funds shall, without the written consent
of the Sub-Administrator, make representations concerning the Sub-Administrator
or its affiliates.

                                         -3-
<PAGE>

     
ARTICLE 4.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
               SUB-ADMINISTRATOR

     The Sub-Administrator represents, warrants and covenants to the Funds that
the following are true and will remain true throughout the term of this
Agreement:

     (a)  The Sub-Administrator is a corporation duly organized and existing in
good standing under the laws of the State of New York.

     (b) The Sub-Administrator is a bank as defined in the Securities Exchange
Act of 1934.

     (c)  The Sub-Administrator has full power and authority under applicable
law, and has taken all action necessary, to enter into and perform this
Agreement, and the performance of its obligations hereunder does not and will
not violate or conflict with any governing document or agreements of the
Sub-Administrator or any applicable law.

     (d)  The Sub-Administrator will deliver to the Funds evidence of such
authorization as the Funds may reasonably require, whether by way of certified
resolution or otherwise.

     (e)  The Sub-Administrator shall not, without the written consent of the
Funds, make representations concerning the Company, or the Funds or its Shares,
except those contained in the then current prospectuses, statements of
additional information, and current sales literature approved by the Funds.

ARTICLE 5.     AGENCY

     The Company, on behalf of the Funds, appoints the Sub-Administrator as the
Funds' agent for the limited purpose of accepting orders for the purchase and
redemption of Shares of the Funds by the Sub-Administrator on behalf of each
Account and providing the Administrative Services described in Schedule A, as
amended from time to time.  The Sub-Administrator will not hold itself out to
the public or engage in any other activity as a distributor for the Funds.

ARTICLE 6.      EXPENSES

     The Funds shall provide the Sub-Administrator with a sufficient quantity of
prospectuses and statements of additional information to be used in connection
with the Agreement.  The Sub-Administrator shall bear none of the expenses for
the costs of registration of the Funds' Shares, preparation and filing of
prospectuses, proxy materials and reports or the preparation of

                                         -4-
<PAGE>

any other related statements and notices.  The expense of printing and
distributing to the Sub-Administrator prospectuses and statements of additional
information shall be paid by each Fund or Dimensional Fund Advisors Inc., as
appropriate.  The Sub-Administrator shall pay the cost of distributing such
materials to the Plans or Participants as set forth in Schedule A of the
Agreement.

ARTICLE 7.     STANDARD OF CARE

     The Sub-Administrator shall be responsible for the performance of only such
duties as are set forth herein.  The Sub-Administrator will use reasonable care
in providing all services under this Agreement.  Under no circumstances shall
the Sub-Administrator have any liability for special or consequential damages.

ARTICLE 8.     INDEMNIFICATION

     SECTION 8.1 The Sub-Administrator agrees to indemnify and hold harmless the
Funds, the Company, and its directors, officers, employees, representatives,
designees, agents and each person, if any, who control the Company or the Funds
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") (collectively, "Indemnitees") against any actual losses (excluding
consequential or special damages), lawsuits, claims, damages or liabilities,
including legal fees (collectively, "Loss") to which an Indemnitee may become
subject insofar as such Loss arises out of: (i) the Sub-Administrator's failure
to comply with the terms of this Agreement or the falsity of or breach of any
representation, warranty or covenant made by the Sub-Administrator; (ii) the
Sub-Administrator's negligence or willful misconduct or that of its employees,
agents or contractors in connection herewith; or (iii) the Sub-Administrator's
failure to provide necessary information or directions on a timely basis as
requested by the Company or the Funds; PROVIDED, HOWEVER, that the
Sub-Administrator will not be liable for indemnification hereunder of any
Indemnitee to the extent that any Loss results from the negligence or willful
misconduct of such Indemnitee.

     SECTION 8.2 The Company, on behalf of the Funds, agrees to indemnify and
hold harmless the Sub-Administrator and its directors, officers, employees,
representatives, designees, agents and each person, if any, who controls the
Sub-Administrator within the meaning of the Securities Act (collectively,
"Indemnitees"), against any Loss to which an Indemnitee may become subject
insofar as such Loss arises out of: (i) the Company's or the Funds' failure to
comply with the terms of this Agreement or falsity of or breach of any
representation,

                                         -5-
<PAGE>

warranty or covenant made by the Company or the Funds; (ii) the Company's or the
Funds' negligence or willful misconduct or that of its employees, agents or
contractors in connection herewith; (iii) any action taken by the
Sub-Administrator upon written instructions believed in good faith by it to have
been executed by a duly authorized officer or representative of the Company or
the Funds or (iv) the Company's or the Funds' failure to provide necessary
information or directions on a timely basis as requested by the
Sub-Administrator; PROVIDED, HOWEVER, that neither the Company nor the Funds
will be liable for indemnification hereunder of any Indemnitee to the extent
that any Loss results from the negligence or willful misconduct of such
Indemnitee.

     SECTION 8.3 Promptly after receipt by any Indemnitee under this Article 8
of notice of the commencement of a claim or action that may be covered hereunder
("Claim"), the Indemnitee shall notify either the Sub-Administrator or the
Funds, whichever is the indemnitor, of the commencement thereof.  As a condition
to indemnification hereunder, the Indemnitee shall provide the indemnitor with
complete details, documents and pleadings concerning any Claim.  The indemnitor
will be entitled to participate with the indemnitee in the defense or settlement
of any Claim at the indemnitor's expense.  The Indemnitee may defend any Claim
with counsel of its choice, if the indemnitor shall consent to such counsel
(which consent shall not be unreasonably withheld).  After notice from the
indemnitor to the Indemnitee of the indemnitor's recommendation to settle the
Claim, if the claimant agrees to such settlement but the Indemnitee refuses to
agree to such settlement, then the Indemnitee shall be responsible for all Loss
incurred prior to the time of such refusal to the extent it exceeds the amount
of such settlement, plus any Loss incurred after the time of such refusal.

ARTICLE 9.     CONFIDENTIALITY

     The parties hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each party to the
other regarding its business and operations.  All confidential information
provided by a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and, except as may
be required in carrying out this Agreement, shall not be disclosed to any third
party without consent of such providing party.  The foregoing shall not be
applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
agreement, or that is required or requested to be disclosed by any bank or other
regulatory examiner, or auditor of

                                         -6-
<PAGE>

the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation.

ARTICLE 10.     ASSIGNMENT

     Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written consent of the other party, but
that this Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and permitted assigns except
that the Sub-Administrator may delegate any of its administrative
responsibilities to BTNY Services, Inc. and BT Services Tennessee, Inc.,
affiliates of the Sub-Administrator, and such other affiliates as the
Sub-Administrator deems appropriate and provides prior written notice to the
Company.

ARTICLE 11.     TERM AND TERMINATION OF AGREEMENT

     SECTION 11.1 This Agreement shall become effective on the date first set
forth above and shall continue in effect until terminated as set forth below.

     SECTION 11.2 This Agreement may be terminated by either party hereto at any
time upon at least sixty (60) days written notice.  Sections 1.5 and 2.1 and
Articles 8 and 9 shall continue in full force and effect after termination of
this Agreement for a period of three years from the date of termination.

     SECTION 11.3 After termination of this Agreement by a Fund, no fee shall be
due with respect to any Shares that are purchased and held by the Accounts after
the date of termination.  However, notwithstanding any such termination, the
Fund or Funds will remain obligated to pay the Sub-Administrator the fee as to
each Share that was considered in the calculation of the fees as of the date of
termination for so long as such Shares are held by the Accounts and the
Sub-Administrator continues to provide services to the Accounts by reason of a
contractual relationship with the Plan Representative.  This Agreement, or any
provision thereof, shall survive the termination to the extent necessary for
each party to perform its obligations with respect to Shares for which a fee
continues to be due subsequent to such termination.

                                         -7-
<PAGE>

ARTICLE 12.    ENTIRE AGREEMENT

     This Agreement and the Schedules and Appendix attached hereto set forth the
entire agreement and understanding of the parties relating to the subject matter
hereof, and supersede all prior agreements, arrangements and understandings,
written or oral, among the parties.

ARTICLE 13.     AMENDMENT, MODIFICATIONS, ETC.

     No provision of this Agreement may be amended, modified or waived except in
a writing signed by the parties hereto.  No waiver of any provision hereto shall
be deemed a continuing waiver unless it is so designated.  No failure or delay
on the part of either party in exercising any power or right precludes any other
or further exercise thereof or the exercise of any other power or right.

ARTICLE 14.     NOTICES

     Except as otherwise provided in this Agreement, all requests, demands or
other communications between the parties or notices in connection herewith (a)
shall be in writing, hand delivered or sent by telex, telegram, cable, facsimile
or other means of electronic communication agreed upon by the parties hereto
addressed.

         (a) IF TO THE SUB-ADMINISTRATOR:

               BTNY Services, Inc.
               34 Exchange Place
               Jersey City, NJ 07302
               Attention:  Susan Wong
               Telephone:  (201) 860-7851
               Telecopier: (201) 860-7425

               cc:  Suzanne Konstance 
                    Bankers Trust Company 
                    280 Park Avenue, 33W 
                    New York, N.Y. 10017
                    Telephone:  (212) 454-7316
                    Telecopier: (212) 454-2647

                                         -8-
<PAGE>

         (b) IF TO THE COMPANY OR TO THE FUNDS:

               Dimensional Investment Group Inc.
               1299 Ocean Avenue-11th Floor
               Santa Monica, CA 90401
               Attention:  Irene Diamant, Vice President
               Telephone:   (310) 576-1173
               Telecopier:  (310) 395-6140

     Such addresses may be changed from time to time by any party by providing
written notice in the manner set forth above.  All notices shall be effective
upon delivery.

ARTICLE 15.     GOVERNING LAW; CONSENT TO JURISDICTION

     SECTION 15.1 This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to conflicts of law principles thereof which might refer such
interpretations to the laws of a different state or jurisdiction.

     SECTION 15.2 Any suit, action or proceeding arising out of this Agreement
may be instituted in any Federal Court sitting in the City of New York, State of
New York, United States of America, and the parties irrevocably submit to the
nonexclusive jurisdiction of any such court in any such suit, action or
proceeding and waive, to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of venue of any such suit,
action, or proceeding, brought in such a court and any claim that such suit,
action, or proceeding was brought in an inconvenient forum.

ARTICLE 16.     LEGAL RELATIONSHIP OF PARTIES

     The parties hereto agree that they are independent contractors and not
partners or co-venturers or employees of each other, except that the
Sub-Administrator shall be the agent of the Funds to the extent described
herein.

ARTICLE 17.      CAPTIONS

     The paragraph headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.

                                         -9-
<PAGE>

ARTICLE 18.    SEVERABILITY; CONFLICTS

     If any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions and portions
of this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law.  If there is any conflict between
the provisions in this Agreement and those of the prospectuses and statements of
additional information of the Funds, the prospectuses and statements of
additional information shall govern.

ARTICLE 19.     COUNTERPARTS

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Agreement.

ARTICLE 20.     NON-EXCLUSIVITY

     Both parties acknowledge that either party may enter into similar
agreements with other parties relating to providing similar services to the
Funds or other open-ended investment companies.                              

     IN WITNESS WHEREOF the parties have hereto affixed
their hands and seals on the day and year first above written.

                         BANKERS TRUST COMPANY


                         By:    /s/ Suzanne Konstance
                             ------------------------------------
                         Name:  Suzanne Konstance
                         Title: Vice President



                         DIMENSIONAL INVESTMENT GROUP INC., ON 
                         BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL
                         CAP VALUE PORTFOLIO II, THE U.S. LARGE
                         CAP VALUE PORTFOLIO II AND THE DFA
                         INTERNATIONAL VALUE PORTFOLIO II


                         By:    /s/ Irene R. Diamant
                             ------------------------------------
                         Name:  Irene R. Diamant
                         Title: Vice President

                                         -10-
<PAGE>

                                     SCHEDULE A
                                          
                          DUTIES OF THE SUB-ADMINISTRATOR


     In accordance with procedures established from time to time by agreement
between the Company, on behalf of the Funds, and the Sub-Administrator, the
Sub-Administrator shall provide the following services:

     1.   ACCOUNT INFORMATION

     The Sub-Administrator shall maintain a record of the number of Shares held
by the Accounts on behalf of each Plan and each of its Participants.  The
Sub-Administrator shall also maintain records of residence or company address
and taxpayer identification number of each Participant and indicate, if
applicable, whether such Shares are held in certificate form.

     2.   PARTICIPANT SERVICES

     The Sub-Administrator shall investigate all inquiries from Participants and
Plan Representatives relating to the Participants' interests in the Accounts and
shall respond to all communications from Participants and Plan Representatives
and other persons having an interest in the Plan relating to the
Sub-Administrator's duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between the Sub-Administrator and the
Funds.

     3.   MAILING COMMUNICATIONS; PROXY MATERIALS

     The Sub-Administrator or Plan Trustee, at the request of the
Sub-Administrator, shall forward to the appropriate Plan or its designee all
reports to shareholders, dividend and distribution notices and proxy materials
for each of the Fund's meetings of shareholders.  In connection with meetings of
shareholders, the Sub-Administrator or Plan Trustee, at the request of the
Sub-Administrator, shall prepare with respect to Plans and/or Participants,
shareholder lists, and, as appropriate, mail, and certify as to the mailing of
proxy materials, process, and tabulate returned proxy cards, report or proxies
voted prior to meetings, and certify Shares voted at meetings.

                                         -A1-
<PAGE>

     4.   SALES OF SHARES

          (a)  ACCEPTANCE OF ORDERS The Sub-Administrator shall, as agent for
the Funds, receive for acceptance orders from Plans and/or Participants for the
purchase of Shares each business day The New York Stock Exchange is open for
regular business ("Business Day") and stamp each order with the date and time
received.  The Sub-Administrator, or the Trustee at the direction of the
Sub-Administrator, shall forward payment for the purchase of Shares by wire on
the next Business Day following Trade Date (defined hereafter) to the Custodian
of the Funds ("Custodian").  If the next Business Day is a day on which the bank
wire system is closed, the Sub-Administrator, or the Trustee at the direction of
the Sub-Administrator, shall forward payment for the purchase of Shares by wire
on the first Business Day thereafter on which the bank wire system is open.  In
addition, the Sub-Administrator shall, pursuant to such purchase instructions,
coordinate with each Fund or its designees to issue the appropriate number of
Shares and record such Shares in the appropriate Account.

          (b)  RECORDATION OF THE ISSUANCE OF SHARES The Sub-Administrator 
shall record the issuance of Shares to the Plan and maintain a record of the 
total number of Shares which are so issued, based upon data provided to the 
Sub-Administrator by each Fund's transfer agent.  The Sub-Administrator shall 
also provide each Fund or its designee with the total number of Shares which 
are issued and outstanding to each Plan or Account on a daily basis.  Such 
Shares shall be reflected on appropriate accounts maintained by the 
Sub-Administrator reflecting outstanding Shares attributed to the individual 
accounts of a Plan or Participants.
     
     5.   EXCHANGE AND REDEMPTION

          (a)  REQUIREMENTS FOR EXCHANGE OR REDEMPTION OF SHARES The
Sub-Administrator shall, as agent for the Funds, process all oral or written
instructions from Participants or Plans to exchange or redeem Shares in
accordance with the exchange or repurchase procedures set forth in each Fund's
then current prospectus and statement of additional information.  The 
Sub-Administrator shall transfer or redeem Shares upon receipt of oral or 
written instructions or otherwise pursuant to the Funds' then current 
prospectuses and statements of additional information.  Any cash redemption 
limitations applicable to the Funds shall apply at the Account level and not 
at the Plan or Participant level.

          (b)  NOTICE TO THE CUSTODIAN AND TO THE FUNDS When Shares are
redeemed, the Sub-Administrator shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Funds in such format
as the Custodian and the

                                         -A2-
<PAGE>

Funds shall reasonably require, a notification setting forth the number of
Shares to be redeemed.  Such Shares shall be reflected on appropriate accounts
maintained by the Sub-Administrator reflecting interests in outstanding Shares
attributed to the individual accounts of a Plan or Participant.

          (c)  PAYMENT OF REDEMPTION PROCEEDS If the Business Day on which it
receives Instructions is a day on which the bank wire system is closed, the
Custodian will wire redemption proceeds to the Sub-Administrator on the first
Business Day thereafter on which the bank wire system is open.  The
Sub-Administrator, or the Trustee at the direction of the Sub-Administrator,
shall, upon receipt of the monies paid to it by the Custodian for the redemption
of Shares, pay such monies.  The Sub-Administrator shall not process or effect
any redemption with respect to Shares of a certain Fund after receipt by the
Sub-Administrator of notification of the suspension of the determination of the
net asset value of such Fund.

     6.   PROCEDURES

     The procedures to be followed for purchases, redemptions and exchanges
pursuant to Sections 4 and 5 of this Schedule A shall be as follows.  For each
Fund and for each Account maintained by the Sub-Administrator with such Fund, 
prior to 7:30 a.m. Eastern Time on each Business Day, the Sub-Administrator 
shall transmit to the transfer agent for each Fund a single aggregate 
purchase or redemption order that reflects the "net" effect of all purchase 
or redemptions of Shares based upon instructions from the Plans 
(collectively, "Instructions") received prior to 4:00 p.m. Eastern Standard 
Time on the preceding Business Day (that Business Day) (a "Trade Date").  
Purchases or redemptions of the Funds' Shares shall be deemed to have 
occurred as of the Trade Date at the net asset value calculated as of such 
Date to which the order applies, if such Instructions were received prior to 
4:00 p.m. Eastern Time on a Trade Date ("Close of Trading").  In no event 
shall the Sub-Administrator accept Instructions on any Business Day with 
respect to requests by Participants that have not been received by the 
Sub-Administrator prior to the Close of Trading on the Business Day on which 
such Instructions are to be prepared.  Instructions received in proper form 
by the Sub-Administrator after the Close of Trading on any Business Day shall 
be treated as if received on the next following Business Day.

                                         -A3-
<PAGE>

     7.   PRICING INFORMATION

          Each Fund shall, or shall cause its transfer agent, to use its best 
efforts to provide to the Sub-Administrator (by facsimile or other electronic 
transmission acceptable to the Sub-Administrator) by 6:00 p.m. Eastern Time, 
the Funds' closing per share net asset value determined at the close of 
regular trading each day that the New York Stock Exchange is open.

     8.   DIVIDENDS

          Upon the declaration by the Company's directors of each dividend and
each capital gain distribution with respect to Shares, each Fund shall, or shall
cause its transfer agent to, furnish to the Sub-Administrator information
setting forth the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, and when available, but
not prior to the close of business on the ex-dividend date, the amount payable
per Share to the shareholders of record as of that date, the total amount
payable to the Sub-Administrator as nominee on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value or in cash.
On or before the payment date specified in such resolution of the directors, the
Custodian will pay to the Sub-Administrator sufficient cash to make payment to
the Plan of dividends or, if applicable, other distributions payable in cash.

     9.   BLUE SKY REPORTS

          The Sub-Administrator will provide to each Fund, or to its designated
agent, a report within 15 days after the end of each calendar quarter in
accordance with a system approved by the Funds, showing by state of residence,
all sales and redemptions of Shares by Participants.  The Company and the Funds
shall remain fully responsible for ensuring that the Funds' Shares are
registered in all jurisdictions as required by applicable state

                                         -A4-
<PAGE>

securities laws or the interpretation thereof by applicable
regulatory authorities.

Dated as of: July 1, 1996



                         BANKERS TRUST COMPANY



                         By: /s/ Suzanne Konstance
                            --------------------------------
                         Name:   Suzanne Konstance
                         Title:  Vice President


                         DIMENSIONAL INVESTMENT GROUP INC., ON 
                         BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL 
                         CAP VALUE PORTFOLIO II, THE U.S. LARGE
                         CAP VALUE PORTFOLIO II AND THE DFA
                         INTERNATIONAL VALUE PORTFOLIO II



                         By: /s/ Irene R. Diamant
                            --------------------------------
                         Name:   Irene R. Diamant
                         Title:  Vice President


                                         -A5-
<PAGE>

                                     SCHEDULE B
                                          
                                    FEE SCHEDULE


     The Funds, as defined in the Administrative Service Agreement to which this
Schedule B is attached, shall pay a fee with respect to the Sub-Administrator
for each Fund, calculated daily and paid monthly in arrears equal to 0.10 % per
annum of the daily net asset value of the total number of Shares of such Fund
held in the Accounts.  The calculation of the fee shall be based upon each
Fund's records held by each Fund's transfer agent.


Dated as of: July 1, 1996



                         BANKERS TRUST COMPANY



                         By: /s/ Suzanne Konstance
                            --------------------------------
                         Name:   Suzanne Konstance
                         Title:  Vice President



                         DIMENSIONAL INVESTMENT GROUP INC., ON   
                         BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL 
                         CAP VALUE PORTFOLIO II, U.S. LARGE CAP 
                         VALUE PORTFOLIO II AND DFA INTERNATIONAL 
                         VALUE PORTFOLIO II


                         By: /s/ Irene R. Diamant
                            --------------------------------
                         Name:   Irene Diamant
                         Title:  Vice President


                                         -B1-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)(2)II
<SEQUENCE>24
<DESCRIPTION>EXHIBIT 99 (B)(9)(E)(2)(II)
<TEXT>

<PAGE>

CHARLES SCHWAB
MUTUAL FUND MARKETPLACE-Registered Trademark-

                         SERVICES AGREEMENT

     This Agreement is made as of July 1, 1994, between Charles Schwab & Co., 
Inc. ("Schwab"), a California corporation, each registered investment company 
("Fund Company") that has executed Schedule I, on its own behalf and on 
behalf of each of the series or classes of shares, if any, listed on Schedule 
I, as amended from time to time (such series or classes being referred to as 
the "Fund(s)"), and Fund Affiliate (defined below) that has executed this 
Agreement.  Fund Company and Fund Affiliate are collectively referred to 
herein as "Fund Parties." In the event that there are no series or classes of 
shares listed on Schedule I, the term "Fund(s)" shall mean "Fund Company".

     WHEREAS Fund Affiliate is administrator for the Funds.

     WHEREAS Fund Parties wish to have Schwab perform certain recordkeeping, 
shareholder communication, and other services for each Fund to participants 
in the Bell South 401(k) plan ("Fund Shareholders"); and

     WHEREAS Schwab is willing to perform such services on the terms and 
conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual 
promises set forth below, the parties agree as follows:


     1.   SERVICES

          a.   During the term of this Agreement, Schwab shall perform the
services set forth on Exhibit A hereto, as such exhibit may be amended from time
to time by mutual consent of the parties (the "Services").

          b.   In processing purchase, redemption, transfer and exchange orders
placed by Schwab on behalf of Fund Shareholders, and in order to facilitate
Schwab's performance of Services, the parties agree that the Operating
Agreement, dated as of July 1, 1994, between Schwab and Fund Company, as amended
from time to time ("Operating Agreement"), is incorporated herein by this
reference.  All terms and conditions of the Operating Agreement shall be binding
as between Schwab and Fund Parties, and the references to Fund Company therein
shall be deemed to mean Fund Parties for the purposes of this Agreement.  In the
event of any inconsistency between the Operating Agreement and this Agreement,
this Agreement shall control.

     2.   FEES

          For the Services, Schwab shall receive a fee (the "Fee") which shall
be calculated and paid in accordance with Exhibit B hereto.  Schedule II
reflects the amount of the Fee that each Fund Party has agreed, as between them,
to pay.  Should Exhibit A be amended to revise the Services, the parties shall
also amend Exhibit B and Schedule II, if necessary, in order to reflect any
changes in the Fee.


     3.   TRANSACTION CHARGES

          Schwab shall not, during the term of this Agreement, assess against or
collect from Fund Shareholders any transaction fee upon the purchase or
redemption of any Fund's shares that are considered in calculating the Fee.

     4.   INDEMNIFICATION

          a.   Schwab shall indemnify and hold harmless Fund Parties and 
their directors, officers, employees, and agents ("Indemnified Parties") from 
and against any and all losses, claims, liabilities and expenses (including 
reasonable attorney's fees) ("Losses") incurred by any of them arising out of 
(i) Schwab's dissemination of information regarding Fund Parties or a Fund 
that is materially incorrect and that was not provided to Schwab, or 
approved, by a Fund Party, its affiliated persons ("Affiliates") as defined 
under the Investment Company Act of 1940, as amended (the "1940 Act"), or 
agents or (ii) Schwab's willful misconduct or 


<PAGE>

negligence in the performance of, or failure to perform, its obligations under
this Agreement, except to the extent such Losses result from the negligence,
willful misconduct or breach of this Agreement by an Indemnified Party.

          b.   In any event, no party shall be liable for any special,
consequential or incidental damages.

     5.   ROLE AND RELATIONSHIP OF SCHWAB

          The parties acknowledge and agree that the Services under this
Agreement are recordkeeping, shareholder communication and related services
only and are not the services of an underwriter or a principal underwriter of or
dealer in the shares of the Fund within the meaning of the Securities Act of
1933, as amended, or the 1940 Act.  This Agreement does not grant Schwab any
right to purchase shares from any Fund (although it does not preclude Schwab
from purchasing any such shares), nor does it constitute Schwab an agent of Fund
Parties or any Fund for purposes of selling shares of any Fund to any dealer or
the public.  To the extent Schwab is involved in the purchase of shares of any
Fund by Fund Shareholders, such involvement will be as agent of such Fund
Shareholders only.

     6.   INFORMATION TO BE PROVIDED

          Fund Parties shall provide to Schwab prior to the effectiveness of
this Agreement or as soon thereafter as practicable:

          a.   Certified resolutions of the board of directors of each Fund
Party authorizing the Fund Party to enter into this Agreement and indicating the
officers authorized to execute this Agreement on behalf of the Fund Party; and

          b.   Two (2) copies of the then-current prospectus and statement of
additional information of each Fund.  Fund Party shall provide Schwab with
written copies of any amendments to or changes in the Fund's prospectus or
statement of additional information as soon as practicable after such amendments
or changes become available.

     7.   NOTICES

          All notices required by this Agreement (excluding the Operating
Agreement) shall be in writing and delivered personally or sent by first class
mail.  Such notices will be deemed to have been received as of the earlier of
actual physical receipt or three (3) days after deposit, first class postage
prepaid, in the United States mail.  All such notices shall be made:

          if to Schwab, to: Charles Schwab & Co., Inc.
                            101 Montgomery Street
                            San Francisco, CA 94104

                            Attention:     John McGonigle
                                           Senior Vice President/Mutual Funds

          with a copy to: General Counsel, at the same address;

          if to Fund Party, to the address given below in the signature block.

     8.   NONEXCLUSIVITY

     Each Party acknowledges that the other may enter into agreements similar 
to this Agreement with other parties for the performance of services similar 
to those to be provided under this Agreement, unless otherwise agreed to in 
writing by the parties.


<PAGE>

     9.   ASSIGNABILITY

          This Agreement is not assignable by any party without the other
parties' prior written consents and any attempted assignment in contravention
hereof shall be null and void; provided, however, that Schwab may, without the
consent of Fund Parties, assign its rights and obligations under this Agreement
to any Affiliate provided that Schwab shall first provide the Fund with written
notice of such assignment as soon as is practicable and shall remain legally
responsible for the performance of services under this Agreement.  "Affiliate"
shall mean a company controlled by or under control with Schwab.

     10.  EXHIBITS AND SCHEDULES

          All Exhibits and Schedules attached to this Agreement, as they may be
amended from time to time, are by this reference incorporated into and made a
part of this Agreement.

     11.  ENTIRE AGREEMENT; AMENDMENT

          This Agreement (including the Exhibits and Schedules hereto), together
with the Operating Agreement, constitute the entire agreement between the
parties as to the subject matter hereof and supersede any and all agreements,
representations and warranties, written or oral, regarding such subject matter
made prior to the time at which this Agreement has been executed and delivered
by Schwab and Fund Parties.  This Agreement and the Exhibits and Schedules
hereto may be amended only by a writing executed by each party hereto that is to
be bound by such amendment.

     12.  GOVERNING LAW

          This Agreement will be governed by and interpreted under the laws of
the State of California as applied to contracts entered into and to be performed
entirely within that state.

     13.  COUNTERPARTS

          This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall constitute one
and the same instrument.

     14.  EFFECTIVENESS OF AGREEMENT; TERMINATION

          a.   This Agreement will become effective as to a Fund as of the date
set forth on Schedule I opposite the name of the Fund.

          b.   This Agreement may be terminated as to a Fund by any party (i)
upon ninety (90) days' written notice to the other parties or (ii) upon such
shorter notice as is required by law, order, or instruction by a court of
competent jurisdiction or a regulatory body or self-regulatory organization with
jurisdiction over the terminating party.

          c.   After the date of termination as to a Fund, Fund Parties will not
be obligated to pay the Fee with respect to any shares of the Fund that are
first held in an account hereunder after the date of such termination.  However,
notwithstanding any such termination, Fund Parties will remain obligated to pay
Schwab the Fee as to each share of the Fund that was considered in the
calculation of the Fee as of the date of termination (a "Pre-Termination
Share"), for so long as such Pre-Termination Share is held in any Schwab
brokerage account and Schwab continues to perform substantially all of the
Services as to such Pre-Termination Share.  Further, for so long as Schwab
continues to perform the Services as to any Pre-Termination Shares, this
Agreement will otherwise remain in full force and effect as to such
Pre-Termination Shares.  Fund Parties shall reimburse Schwab promptly for any
reasonable expenses Schwab incurs in effecting any termination of this
Agreement, including delivery to a Fund Party of any records, instruments, or
documents reasonably requested by the Fund Party.  The Fund or Fund Company may
request Schwab to stop providing the Services with 


<PAGE>

respect to such Pre-Termination Shares, and in such event the Fund will obtain a
successor service agent to provide such Services with respect to such Shares,
and in such event, payment to Schwab shall terminate.

     IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto.


                                   Charles Schwab & Co., Inc.


                                   By:    /s/ John McGonigle
                                      ----------------------------------------
                                          John McGonigle
                                          Senior Vice President
                                          Mutual Funds


                                   Date:  June 16, 1994
                                        --------------------------------------

                                   Dimensional Fund Advisors Inc
                                   -------------------------------------------
                                   Name of Fund Affiliate


                                   By:    /s/ Irene R. Diamant
                                      ----------------------------------------
                                   Name:  Irene R. Diamant
                                        --------------------------------------
                                   Title: Vice President
                                         -------------------------------------
                                   Address:
                                          1299 Ocean Avenue
                                   -------------------------------------------
                                          11th Floor
                                   -------------------------------------------
                                          Santa Monica, CA 90401
                                   -------------------------------------------

                                   Attn:  Irene R. Diamant
                                        --------------------------------------
                                   Date:  6/30/94
                                        --------------------------------------
<PAGE>

                                      SCHEDULE I

     Fund Company hereby agrees to become a party to this Agreement, on its own
behalf and on behalf of each Fund listed on Schedule I hereto, as amended from
time to time.

         Fund                                         Date
         ----                                         ----

Dimensional Investment Group, Inc.*
U. S. Large Cap Portfolio II*
U. S. Small Cap Portfolio II*
DFA International Value Portfolio II*




*Indicates that Fund is a "no load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.


                                        Dimensional Investment Group Inc.
                                        ---------------------------------------
                                        Name of Fund Company

                                        By:    /s/ Irene R. Diamant
                                           ------------------------------------

                                        Name:  Irene R. Diamant
                                             ----------------------------------

                                        Title: Vice President
                                              ---------------------------------

                                        Address:
                                               1299 Ocean Avenue
                                        ---------------------------------------
                                               11th Floor
                                        ---------------------------------------
                                               Santa Monica, CA  90401
                                        ---------------------------------------

                                        Attn:  Irene R. Diamant
                                             ----------------------------------

                                        Date:  6/30/94
                                             ----------------------------------

Acknowledged by                         Accepted by Charles Schwab & Co. Inc.

Dimensional Fund Advisors Inc.
- ----------------------------------
Name of Fund Affiliate

By:    /s/ Irene R. Diamant             By:   /s/ John McGonigle
   -------------------------------         ------------------------------------
                                              John McGonigle
Name:  Irene R. Diamant                       Senior Vice President/Mutual Funds
     -----------------------------

Title: Vice President                   Date: June 16, 1994
      ----------------------------      ---------------------------------------

Date:  6/30/94
     -----------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)2)III
<SEQUENCE>25
<DESCRIPTION>EXHIBIT 99 (B)(9)(E)(2)(III)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                        RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO


                            CLIENT SERVICE AGENT AGREEMENT



          AGREEMENT made this 13th day of March, 1996, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the RWB/DFA Two-Year Government Portfolio (the "Portfolio"), a
separate series of the Fund, and REINHARDT, WERBA, BOWEN, INC. (a California
corporation) d/b/a REINHARDT WERBA BOWEN ADVISORY SERVICES ("RWB").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services and assistance of a client service agent and to
have a client service agent perform various services for it; and

          WHEREAS, RWB desires to provide such services to the Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   APPOINTMENT OF RWB.  The Fund hereby appoints RWB to serve as
client service agent to the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund for the period and on the terms
hereinafter set forth.  RWB hereby accepts such appointment and agrees to
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein for the
compensation as provided in Section 3 of this Agreement.

          2.   SERVICES TO BE PROVIDED BY RWB.  RWB shall provide the following
services to the Portfolio:

          A.   establish and maintain a toll-free telephone number for
               shareholders of the Portfolio to use to obtain or receive
               up-to-date account information;

<PAGE>

          B.   provide to shareholders of the Portfolio quarterly reports with
               respect to the performance of the Portfolio, such reports to be
               separate and apart from the Fund's semi-annual and annual reports
               to shareholders; and

          C.   provide the shareholders of the Portfolio with such information
               regarding the operation and affairs of the Portfolio, and their
               investment in its shares, as they or the Fund may reasonably
               request.

          3.   COMPENSATION OF RWB.  For the services to be rendered by RWB as
provided in Section 2 of this Agreement, the Portfolio shall pay to RWB, at the
end of each month, a fee equal to one-twelfth of 0.03 percent of average daily
net assets of the Portfolio.  If this Agreement is terminated prior to the end
of any month, the fee for such month shall be prorated.

          4.   ACTIVITIES OF RWB.  The services of RWB to the Fund or in respect
of the Portfolio are not to be deemed exclusive, and RWB shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Portfolio are not impaired thereby.

          5.   RESPONSIBILITY OF RWB.  In the performance of its duties
hereunder, RWB shall be obligated to exercise due care and diligence and to act
in a timely manner and in good faith to assure the accuracy and completeness of
all services performed under this Agreement.  RWB shall be under no duty to take
any action on behalf of the Portfolio except as specifically set forth herein or
as may be specifically agreed to by RWB in writing.  RWB shall be responsible
for its own negligent failure to perform its duties under this Agreement.  In
assessing negligence for purposes of this Agreement, the parties agree that the
standard of care applied to RWB's conduct shall be the care that would be
exercised by a similarly situated service provider, supplying substantially the
same services under substantially similar circumstances.

          No provision of this Agreement shall be deemed to protect RWB 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.

          6.   DURATION AND TERMINATION.  This Agreement shall become effective
on March 13, 1996, provided that prior to such date it shall have been approved
by the Board of Directors of the Fund and shall continue in effect until
terminated by the Fund or RWB.  This Agreement may at any time be terminated
without penalty by vote of the Board of Directors of the Fund on sixty days'
written notice to RWB.  This Agreement may be terminated by RWB after ninety
days' written notice to the Fund.


                                         -2-
<PAGE>

          7.   NOTICES.  Any notices under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

          10.  GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

          11.  MISCELLANEOUS.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof.  The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect.  This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the 13th day of March, 1996.


REINHARDT, WERBA, BOWEN, INC.           DIMENSIONAL INVESTMENT GROUP
d/b/a REINHARDT WERBA BOWEN             INC.
ADVISORY SERVICES


By: /s/ Elizabeth Kabaneck               By: /s/ David G. Booth
   --------------------------              --------------------------
          Secretary                               President

By: /s/ Michael A. Weakley
   --------------------------
     Executive Vice President,
     Michael A. Weakley


                                         -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)(2)IV
<SEQUENCE>26
<DESCRIPTION>EXHIBIT 99 (B)(9)(E)(2)(IV)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                  RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO


                            CLIENT SERVICE AGENT AGREEMENT



          AGREEMENT made this 13th day of March, 1996, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the RWB/DFA Two-Year Corporate Fixed Income Portfolio (the
"Portfolio"), a separate series of the Fund, and REINHARDT, WERBA, BOWEN, INC.
(a California corporation) d/b/a REINHARDT WERBA BOWEN ADVISORY SERVICES
("RWB").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services and assistance of a client service agent and to
have a client service agent perform various services for it; and

          WHEREAS, RWB desires to provide such services to the Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   APPOINTMENT OF RWB.  The Fund hereby appoints RWB to serve as
client service agent to the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund for the period and on the terms
hereinafter set forth.  RWB hereby accepts such appointment and agrees to
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein for the
compensation as provided in Section 3 of this Agreement.

          2.   SERVICES TO BE PROVIDED BY RWB.  RWB shall provide the following
services to the Portfolio:

<PAGE>

          A.   establish and maintain a toll-free telephone number for
               shareholders of the Portfolio to use to obtain or receive
               up-to-date account information;

          B.   provide to shareholders of the Portfolio quarterly reports with
               respect to the performance of the Portfolio, such reports to be
               separate and apart from the Fund's semi-annual and annual reports
               to shareholders; and

          C.   provide the shareholders of the Portfolio with such information
               regarding the operation and affairs of the Portfolio, and their
               investment in its shares, as they or the Fund may reasonably
               request.

          3.   COMPENSATION OF RWB.  For the services to be rendered by RWB as
provided in Section 2 of this Agreement, the Portfolio shall pay to RWB, at the
end of each month, a fee equal to one-twelfth of 0.03 percent of average daily
net assets of the Portfolio.  If this Agreement is terminated prior to the end
of any month, the fee for such month shall be prorated.

          4.   ACTIVITIES OF RWB.  The services of RWB to the Fund or in respect
of the Portfolio are not to be deemed exclusive, and RWB shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Portfolio are not impaired thereby.

          5.   RESPONSIBILITY OF RWB.  In the performance of its duties
hereunder, RWB shall be obligated to exercise due care and diligence and to act
in a timely manner and in good faith to assure the accuracy and completeness of
all services performed under this Agreement.  RWB shall be under no duty to take
any action on behalf of the Portfolio except as specifically set forth herein or
as may be specifically agreed to by RWB in writing.  RWB shall be responsible
for its own negligent failure to perform its duties under this Agreement.  In
assessing negligence for purposes of this Agreement, the parties agree that the
standard of care applied to RWB's conduct shall be the care that would be
exercised by a similarly situated service provider, supplying substantially the
same services under substantially similar circumstances.

          No provision of this Agreement shall be deemed to protect RWB 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.

          6.   DURATION AND TERMINATION.  This Agreement shall become effective
on March 13, 1996, provided that prior to such date it shall have been approved
by the Board of Directors of the Fund and shall continue in effect until
terminated by the Fund


                                         -2-
<PAGE>

or RWB.  This Agreement may at any time be terminated without penalty by vote of
the Board of Directors of the Fund on sixty days' written notice to RWB.  This
Agreement may be terminated by RWB after ninety days' written notice to the
Fund.

          7.   NOTICES.  Any notices under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

          10.  GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

          11.  MISCELLANEOUS.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof.  The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect.  This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the 13th day of March, 1996.


REINHARDT, WERBA, BOWEN, INC.           DIMENSIONAL INVESTMENT GROUP INC.
d/b/a REINHARDT WERBA BOWEN
ADVISORY SERVICES


By:  /s/ Elizabeth Kabaneck             By:  /s/ David G. Booth
     ------------------------------          -----------------------------------
           Secretary                               President



/s/ Michael A. Weakley
- --------------------------------------------
Executive Vice President, Michael A. Weakley


                                         -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)(2)(V
<SEQUENCE>27
<DESCRIPTION>EXHIBIT 99 (B)(9)(E)(2)(V)
<TEXT>

<PAGE>

                          DIMENSIONAL INVESTMENT GROUP INC.

                      RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO


                            CLIENT SERVICE AGENT AGREEMENT



          AGREEMENT made this 13th day of March, 1996, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the RWB/DFA U.S. High Book To Market Portfolio (the "Portfolio"), a
separate series of the Fund, and REINHARDT, WERBA, BOWEN, INC. (a California
corporation) d/b/a REINHARDT WERBA BOWEN ADVISORY SERVICES ("RWB").

          WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

          WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services and assistance of a client service agent and to
have a client service agent perform various services for it; and

          WHEREAS, RWB desires to provide such services to the Portfolio.

          NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

          1.   APPOINTMENT OF RWB.  The Fund hereby appoints RWB to serve as
client service agent to the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund for the period and on the terms
hereinafter set forth.  RWB hereby accepts such appointment and agrees to
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein for the
compensation as provided in Section 3 of this Agreement.

          2.   SERVICES TO BE PROVIDED BY RWB.  RWB shall provide the following
services to the Portfolio:

          A.   establish and maintain a toll-free telephone number for
               shareholders of the Portfolio to use to obtain or receive
               up-to-date account information;

<PAGE>

          B.   provide to shareholders of the Portfolio quarterly reports with
               respect to the performance of the Portfolio, such reports to be
               separate and apart from the Fund's semi-annual and annual reports
               to shareholders; and

          C.   provide the shareholders of the Portfolio with such information
               regarding the operation and affairs of the Portfolio, and their
               investment in its shares, as they or the Fund may reasonably
               request.

          3.   COMPENSATION OF RWB.  For the services to be rendered by RWB as
provided in Section 2 of this Agreement, the Portfolio shall pay to RWB, at the
end of each month, a fee equal to one-twelfth of 0.04 percent of average daily
net assets of the Portfolio.  If this Agreement is terminated prior to the end
of any month, the fee for such month shall be prorated.

          4.   ACTIVITIES OF RWB.  The services of RWB to the Fund or in respect
of the Portfolio are not to be deemed exclusive, and RWB shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Portfolio are not impaired thereby.  

          5.   RESPONSIBILITY OF RWB.  In the performance of its duties
hereunder, RWB shall be obligated to exercise due care and diligence and to act
in a timely manner and in good faith to assure the accuracy and completeness of
all services performed under this Agreement.  RWB shall be under no duty to take
any action on behalf of the Portfolio except as specifically set forth herein or
as may be specifically agreed to by RWB in writing.  RWB shall be responsible
for its own negligent failure to perform its duties under this Agreement.  In
assessing negligence for purposes of this Agreement, the parties agree that the
standard of care applied to RWB's conduct shall be the care that would be
exercised by a similarly situated service provider, supplying substantially the
same services under substantially similar circumstances.

          No provision of this Agreement shall be deemed to protect RWB 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.

          6.   DURATION AND TERMINATION.  This Agreement shall become effective
on March 13, 1996, provided that prior to such date it shall have been approved
by the Board of Directors of the Fund and shall continue in effect until
terminated by the Fund or RWB.  This Agreement may at any time be terminated
without penalty by vote of the Board of Directors of the Fund on sixty days'
written notice to RWB.  This Agreement may be terminated by RWB after ninety
days' written notice to the Fund.


                                         -2-
<PAGE>

          7.   NOTICES.  Any notices under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.

          8.   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.

          9.   AMENDMENTS.  This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

          10.  GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

          11.  MISCELLANEOUS.  This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof.  The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect.  This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the 13th day of March, 1996.


REINHARDT, WERBA, BOWEN, INC.                DIMENSIONAL INVESTMENT GROUP INC.
d/b/a REINHARDT WERBA BOWEN    
ADVISORY SERVICES


By: /s/ [Illegible]                          By: /s/ David G. Booth
    ------------------------------               ------------------------------
        Secretary                                    President


/s/ Michael A. Weakley
- -----------------------------------
Executive Vice President,
Michael A. Weakley


                                         -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(9)(E)(2)
<SEQUENCE>28
<DESCRIPTION>EXHIBIT 99.(B)(9)(E)(2)(VI)
<TEXT>

<PAGE>

                      DIMENSIONAL INVESTMENT GROUP INC.
                    RWB/DFA HIGH BOOK TO MARKET PORTFOLIO

                 AMENDMENT TO CLIENT SERVICE AGENT AGREEMENT


     This Amendment to the Client Service Agent Agreement (the "Agreement") 
dated March 13, 1996 by and between Dimensional Investment Group Inc. (the 
"Fund"), on behalf of the RWB/DFA U.S. High Book to Market Portfolio (the 
"Portfolio") and Reinhardt, Werba, Bowen, Inc. d/b/a/ Reinhardt Werba 
Advisory Services ("RWB") is made as of March 13, 1996.

     WHEREAS, RWB has been providing client service agent services to the 
Fund and the Portfolio according to the terms of the Agreement since the date 
of the Fund's inception, and has been compensated with a monthly fee equal to 
one-twelfth of 0.09 percent of average daily net assets of the Portfolio, 
which was the fee agreed to between the parties and has been accurately 
disclosed to the Portfolio's investors in the Prospectus relating to the 
Portfolio.

     WHEREAS, the term in the contract providing for RWB's compensation 
should be amended to reflect accurately such fee.

     NOW, THEREFORE, for good and adequate consideration, it is agreed as 
follows:

     1. The first sentence of Section 3 entitled "Compensation of RWB" of the 
Agreement is hereby amended to read in its entirety: "For the services to be 
rendered by RWB as provided in Section 2 of this Agreement, the Portfolio 
shall pay to RWB, at the end of each month, a fee equal to one-twelfth of 0.09 
percent of average daily net assets of the Portfolio."

     2. Except as expressly amended hereby, the provisions of the Agreement 
shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be 
executed as of March 13, 1996.


DIMENSIONAL INVESTMENT GROUP INC.


By: /s/ DAVID G. BOOTH
    ------------------
Name: David G. Booth
Title: President and Chief Executive Officer


REINHARDT, WERBA, BOWEN, INC. d/b/a/ REINHARDT WERBA BOWEN ADVISORY SERVICES


By: MICHAEL A. WEAKLEY
    ------------------
Name: Michael A. Weakley
Title: Executive Vice President


By: /s/ ELIZABETH KABANEH
    ---------------------
Name: Elizabeth Kabaneh
Title: Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(11)
<SEQUENCE>29
<DESCRIPTION>EXHIBIT 99 (B)(11)
<TEXT>

<PAGE>

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our reports for RWB/DFA U.S. High Book to Market Portfolio, RWB/DFA Two-Year 
Corporate Fixed Income Portfolio and RWB/DFA Two-Year Government Portfolio 
dated February 26, 1998 on our audits of the financial statements and 
financial highlights for RWB/DFA U.S. High Book to Market Portfolio, RWB/DFA 
Two-Year Corporate Fixed Income Portfolio and RWB/DFA Two-Year Government 
Portfolio of Dimensional Investment Group Inc. and The U.S. Large Cap Value 
Series, The DFA Two-Year Corporate Fixed Income Series and The DFA Two-Year 
Government Series of the DFA Investment Trust Company as of November 20, 1997 
and for the respective periods then ended, which reports are included in the 
Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our reports for DFA One-Year Fixed Income Portfolio II dated February 26, 1998 
on our audits of the financial statements and financial highlights for DFA 
One-Year Fixed Income Portfolio II of Dimensional Investment Group Inc. and 
The DFA One-Year Fixed Income Series of The DFA Investment Trust Company as 
of November 20, 1997 and for the respective periods then ended, which reports 
are included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our report for The DFA International Value Portfolio dated February 26, 1998 
on our audit of the financial statements and financial highlights for The DFA 
International Value Portfolio of Dimensional Investment Group Inc. and the 
DFA International Value Series of The DFA Investment Trust Company as of 
November 30, 1997 and for the respective periods then ended, which report is 
included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.



COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>




                          CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our report for U.S. 6-10 Value Portfolio II dated February 26, 1998 on our 
audit of the financial statements and financial highlights for the U.S. 6-10 
Value Portfolio II of Dimensional Investment Group Inc. and U.S. 6-10 Value 
Series of The DFA Investment Trust Company as of November 30, 1997 and for 
the respective periods then ended, which report is included in the Annual 
Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other
Information" and "Financial Statements" in the Statement of Additional
Information.



COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by referenece in this Post-Effective 
Amendment No. 19 (File No. 33-980) under the Securities Act of 1933 and 
Post-Effective Amendment No. 20 (File No. 811-6067) under the Secuirites Act 
of 1940 to the Registration Statement on Form N-1A of Dimensioanl Investment 
Group Inc. of our report for The DFA 6-10 Institutional Portfolio dated 
Feburary 26, 1998 on our audit of the fianncial statements and financial 
highlights for the DFA 6-10 Institutional Portfolio of Dimensional Investment 
Group Inc. and the U.S. 6-10 Small Company Series of The DFA Investment Trust 
Company as of November 30, 1997 and for the respective periods then ended, 
which report is included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.




COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998


<PAGE>




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our report for U.S. Large Cap Value Portfolio II dated February 26, 1998 
on our audit of the financial statements and financial highlights for U.S. 
Large Cap Value Portfolio II of Dimensional Investment Group Inc. and 
the U.S. Large Cap Value Series of The DFA Investment Trust Company as 
of November 30, 1997 and for the respective periods then ended, which report 
is included in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.




COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>


                    CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our reports for DFA International Value Portfolio III and U.S. Large Cap 
Value Portfolio III dated February 26, 1998 on our audits of the financial 
statements and financial highlights for DFA International Value Portfolio III 
and U.S. Large Cap Value Portfolio III of Dimensional Investment Group Inc. 
and the International Value Series and U.S. Large Cap Value Series of The DFA 
Investment Trust Company as of November 30, 1997 and for the respective 
periods then ended, which reports are included in the Annual Reports to 
Shareholders.

We also consent to the reference to our firm under the captions "Other 
Information" and "Financial Statements" in the Statement of Additional 
Information.


COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

<PAGE>




                          CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Post-Effective Amendment 
No. 19 (File No. 33-980) under the Securities Act of 1933 and Post-Effective 
Amendment No. 20 (File No. 811-6067) under the Securities Act of 1940 to the 
Registration Statement on Form N-1A of Dimensional Investment Group Inc. of 
our report for DFA International Value Portfolio II dated February 26, 1998 
on our audit of the financial statements and financial highlights for DFA 
International Value Portfolio II of Dimensional Investment Group Inc. and the 
International Value Series of The DFA Investment Trust Company as of November 
30, 1997 and for the respective periods then ended, which report is included 
in the Annual Reports to Shareholders.

We also consent to the reference to our firm under the captions "Other
Information" and "Financial Statements" in the Statement of Additional
Information.



COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 25, 1998

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>30
<DESCRIPTION>EXHIBIT 27.1
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 01
   <NAME> DFA 6-10 INSTITUTIONAL PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                         11838176
<INVESTMENTS-AT-VALUE>                        15982861
<RECEIVABLES>                                       75
<ASSETS-OTHER>                                     357
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                15983293
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        15690
<TOTAL-LIABILITIES>                              15690
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      10674519
<SHARES-COMMON-STOCK>                          1342240
<SHARES-COMMON-PRIOR>                           752629
<ACCUMULATED-NII-CURRENT>                        83704
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        1064695
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       4144685
<NET-ASSETS>                                  15967603
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  112208
<EXPENSES-NET>                                   12155
<NET-INVESTMENT-INCOME>                         100053
<REALIZED-GAINS-CURRENT>                       1366830
<APPREC-INCREASE-CURRENT>                      1589378
<NET-CHANGE-FROM-OPS>                          1684478
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       100193
<DISTRIBUTIONS-OF-GAINS>                       3855295
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         257708
<NUMBER-OF-SHARES-REDEEMED>                      84464
<SHARES-REINVESTED>                             416367
<NET-CHANGE-IN-ASSETS>                         4977541
<ACCUMULATED-NII-PRIOR>                          83844
<ACCUMULATED-GAINS-PRIOR>                      3553160
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  37478
<AVERAGE-NET-ASSETS>                          13023065
<PER-SHARE-NAV-BEGIN>                            14.60
<PER-SHARE-NII>                                    .08
<PER-SHARE-GAIN-APPREC>                           2.46
<PER-SHARE-DIVIDEND>                             (.13)
<PER-SHARE-DISTRIBUTIONS>                       (5.11)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.90
<EXPENSE-RATIO>                                    .20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.2
<SEQUENCE>31
<DESCRIPTION>EXHIBIT 27.2
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 02
   <NAME> DFA INTERNATIONAL VALUE PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        359758227
<INVESTMENTS-AT-VALUE>                       370171492
<RECEIVABLES>                                   269285
<ASSETS-OTHER>                                   37038
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               370477815
<PAYABLE-FOR-SECURITIES>                        209030
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       151581
<TOTAL-LIABILITIES>                             360611
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     353574485
<SHARES-COMMON-STOCK>                         33838067
<SHARES-COMMON-PRIOR>                         26608246
<ACCUMULATED-NII-CURRENT>                       660929
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        5468525
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      10413265
<NET-ASSETS>                                 370117204
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 7215409
<EXPENSES-NET>                                  890837
<NET-INVESTMENT-INCOME>                        6324572
<REALIZED-GAINS-CURRENT>                       5085793
<APPREC-INCREASE-CURRENT>                   (26881379)
<NET-CHANGE-FROM-OPS>                       (15471014)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (6494024)
<DISTRIBUTIONS-OF-GAINS>                     (7928197)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       12760378
<NUMBER-OF-SHARES-REDEEMED>                    6779416
<SHARES-REINVESTED>                            1248858
<NET-CHANGE-IN-ASSETS>                        53408977
<ACCUMULATED-NII-PRIOR>                         878056
<ACCUMULATED-GAINS-PRIOR>                      8263254
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 890837
<AVERAGE-NET-ASSETS>                         368737565
<PER-SHARE-NAV-BEGIN>                            11.90
<PER-SHARE-NII>                                    .19
<PER-SHARE-GAIN-APPREC>                          (.65)
<PER-SHARE-DIVIDEND>                             (.21)
<PER-SHARE-DISTRIBUTIONS>                        (.29)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.94
<EXPENSE-RATIO>                                    .56
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.3
<SEQUENCE>32
<DESCRIPTION>EXHIBIT 27.3
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 03
   <NAME> DFA LARGE CAP VALUE PORTFOLIO II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                         40464047
<INVESTMENTS-AT-VALUE>                        50365415
<RECEIVABLES>                                   118208
<ASSETS-OTHER>                                   19173
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                50502796
<PAYABLE-FOR-SECURITIES>                        118208
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        15184
<TOTAL-LIABILITIES>                             133392
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      38946908
<SHARES-COMMON-STOCK>                          2691025
<SHARES-COMMON-PRIOR>                          1689856
<ACCUMULATED-NII-CURRENT>                       559348
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         961780
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       9901368
<NET-ASSETS>                                  50369404
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  716508
<EXPENSES-NET>                                  103152
<NET-INVESTMENT-INCOME>                         613356
<REALIZED-GAINS-CURRENT>                       1243867
<APPREC-INCREASE-CURRENT>                      6098041
<NET-CHANGE-FROM-OPS>                          6583153
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       338838
<DISTRIBUTIONS-OF-GAINS>                        422162
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1343308
<NUMBER-OF-SHARES-REDEEMED>                     393008
<SHARES-REINVESTED>                              50869
<NET-CHANGE-IN-ASSETS>                        24290639
<ACCUMULATED-NII-PRIOR>                         284830
<ACCUMULATED-GAINS-PRIOR>                       140077
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 103152
<AVERAGE-NET-ASSETS>                          37844438
<PER-SHARE-NAV-BEGIN>                            15.43
<PER-SHARE-NII>                                    .24
<PER-SHARE-GAIN-APPREC>                           3.50
<PER-SHARE-DIVIDEND>                             (.20)
<PER-SHARE-DISTRIBUTIONS>                        (.25)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.72
<EXPENSE-RATIO>                                    .45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.4
<SEQUENCE>33
<DESCRIPTION>EXHIBIT 27.4
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 04
   <NAME> DFA SMALL CAP VALUE PORTFOLIO II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                         99677991
<INVESTMENTS-AT-VALUE>                       125059591
<RECEIVABLES>                                   351873
<ASSETS-OTHER>                                   22366
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               125433830
<PAYABLE-FOR-SECURITIES>                        351873
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        20992
<TOTAL-LIABILITIES>                             372865
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      98347271
<SHARES-COMMON-STOCK>                          6514979
<SHARES-COMMON-PRIOR>                          2769174
<ACCUMULATED-NII-CURRENT>                       450691
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         881403
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      25381600
<NET-ASSETS>                                 125060965
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  658774
<EXPENSES-NET>                                  159678
<NET-INVESTMENT-INCOME>                         499096
<REALIZED-GAINS-CURRENT>                       1414969
<APPREC-INCREASE-CURRENT>                     19121418
<NET-CHANGE-FROM-OPS>                         21035483
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (225062)
<DISTRIBUTIONS-OF-GAINS>                      (759412)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       82656642
<NUMBER-OF-SHARES-REDEEMED>                   19268109
<SHARES-REINVESTED>                             984474
<NET-CHANGE-IN-ASSETS>                        64373007
<ACCUMULATED-NII-PRIOR>                         176658
<ACCUMULATED-GAINS-PRIOR>                       225846
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 159675
<AVERAGE-NET-ASSETS>                          79873435
<PER-SHARE-NAV-BEGIN>                            14.67
<PER-SHARE-NII>                                    .08
<PER-SHARE-GAIN-APPREC>                           4.77
<PER-SHARE-DIVIDEND>                             (.07)
<PER-SHARE-DISTRIBUTIONS>                        (.25)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              19.20
<EXPENSE-RATIO>                                    .48
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.5
<SEQUENCE>34
<DESCRIPTION>EXHIBIT 27.5
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 05
   <NAME> DFA INTERNATIONAL VALUE PORTFOLIO II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                         37494600
<INVESTMENTS-AT-VALUE>                        37601037
<RECEIVABLES>                                   141690
<ASSETS-OTHER>                                   20395
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                37763122
<PAYABLE-FOR-SECURITIES>                        141690
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        11626
<TOTAL-LIABILITIES>                             153316
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      37047124
<SHARES-COMMON-STOCK>                          3532122
<SHARES-COMMON-PRIOR>                          2642716
<ACCUMULATED-NII-CURRENT>                       566174
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (109929)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        106437
<NET-ASSETS>                                  37609806
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  722770
<EXPENSES-NET>                                  116781
<NET-INVESTMENT-INCOME>                         605989
<REALIZED-GAINS-CURRENT>                        215064
<APPREC-INCREASE-CURRENT>                    (2366295)
<NET-CHANGE-FROM-OPS>                        (1545242)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       396612
<DISTRIBUTIONS-OF-GAINS>                        266566
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1887259
<NUMBER-OF-SHARES-REDEEMED>                    1058919
<SHARES-REINVESTED>                              61066
<NET-CHANGE-IN-ASSETS>                         7591567
<ACCUMULATED-NII-PRIOR>                         356798
<ACCUMULATED-GAINS-PRIOR>                      (58428)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  94928
<AVERAGE-NET-ASSETS>                          37186435
<PER-SHARE-NAV-BEGIN>                            11.36
<PER-SHARE-NII>                                    .17
<PER-SHARE-GAIN-APPREC>                          (.63)
<PER-SHARE-DIVIDEND>                             (.15)
<PER-SHARE-DISTRIBUTIONS>                        (.10)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.65
<EXPENSE-RATIO>                                    .63
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.6
<SEQUENCE>35
<DESCRIPTION>EXHIBIT 27.6
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 06
   <NAME> DFA ONE-YEAR FIXED INCOME PORTFOLIO II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                          9294181
<INVESTMENTS-AT-VALUE>                         9333368
<RECEIVABLES>                                    61745
<ASSETS-OTHER>                                   30278
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 9425391
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        83785
<TOTAL-LIABILITIES>                              83785
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       9315613
<SHARES-COMMON-STOCK>                           919882
<SHARES-COMMON-PRIOR>                           464808
<ACCUMULATED-NII-CURRENT>                       (4985)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (8209)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         39187
<NET-ASSETS>                                   9341606
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  426041
<EXPENSES-NET>                                   48263
<NET-INVESTMENT-INCOME>                         377778
<REALIZED-GAINS-CURRENT>                        (6135)
<APPREC-INCREASE-CURRENT>                         8342
<NET-CHANGE-FROM-OPS>                           379985
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       384043
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         848763
<NUMBER-OF-SHARES-REDEEMED>                     431659
<SHARES-REINVESTED>                              37970
<NET-CHANGE-IN-ASSETS>                         4609186
<ACCUMULATED-NII-PRIOR>                           1314
<ACCUMULATED-GAINS-PRIOR>                       (2074)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  77284
<AVERAGE-NET-ASSETS>                           7403845
<PER-SHARE-NAV-BEGIN>                            10.18
<PER-SHARE-NII>                                    .53
<PER-SHARE-GAIN-APPREC>                          (.01)
<PER-SHARE-DIVIDEND>                             (.54)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.16
<EXPENSE-RATIO>                                    .75
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.7
<SEQUENCE>36
<DESCRIPTION>EXHIBIT 27.7
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 07
   <NAME> DFA INTERNATIONAL VALUE PORTFOLIO III
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        275331791
<INVESTMENTS-AT-VALUE>                       282825645
<RECEIVABLES>                                    46180
<ASSETS-OTHER>                                   29162
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               282900987
<PAYABLE-FOR-SECURITIES>                         39373
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        43134
<TOTAL-LIABILITIES>                              82507
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<PAID-IN-CAPITAL-COMMON>                     267983699
<SHARES-COMMON-STOCK>                         24442179
<SHARES-COMMON-PRIOR>                         19561601
<ACCUMULATED-NII-CURRENT>                      4763647
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        2577280
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       7493854
<NET-ASSETS>                                 282818480
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 5277729
<EXPENSES-NET>                                  164692
<NET-INVESTMENT-INCOME>                        5113037
<REALIZED-GAINS-CURRENT>                       4083837
<APPREC-INCREASE-CURRENT>                   (20727003)
<NET-CHANGE-FROM-OPS>                       (11530129)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      4258447
<DISTRIBUTIONS-OF-GAINS>                       2441761
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<NUMBER-OF-SHARES-SOLD>                        6101435
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<SHARES-REINVESTED>                             569262
<NET-CHANGE-IN-ASSETS>                        40447850
<ACCUMULATED-NII-PRIOR>                        3909057
<ACCUMULATED-GAINS-PRIOR>                       935204
<OVERDISTRIB-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 164692
<AVERAGE-NET-ASSETS>                         271447501
<PER-SHARE-NAV-BEGIN>                            12.39
<PER-SHARE-NII>                                    .21
<PER-SHARE-GAIN-APPREC>                          (.69)
<PER-SHARE-DIVIDEND>                             (.22)
<PER-SHARE-DISTRIBUTIONS>                        (.12)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.57
<EXPENSE-RATIO>                                    .38
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.8
<SEQUENCE>37
<DESCRIPTION>EXHIBIT 27.8
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 08
   <NAME> DFA LARGE CAP VALUE PORTFOLIO III
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        330440832
<INVESTMENTS-AT-VALUE>                       471044843
<RECEIVABLES>                                    69489
<ASSETS-OTHER>                                   26696
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               471141028
<PAYABLE-FOR-SECURITIES>                         59642
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        43858
<TOTAL-LIABILITIES>                             103500
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     304571645
<SHARES-COMMON-STOCK>                         24761926
<SHARES-COMMON-PRIOR>                         24108794
<ACCUMULATED-NII-CURRENT>                      6897980
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       18963892
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     140604011
<NET-ASSETS>                                 471037528
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 8011829
<EXPENSES-NET>                                  216505
<NET-INVESTMENT-INCOME>                        7795324
<REALIZED-GAINS-CURRENT>                      22637863
<APPREC-INCREASE-CURRENT>                     68250912
<NET-CHANGE-FROM-OPS>                         78663326
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      6889032
<DISTRIBUTIONS-OF-GAINS>                       6871590
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        4136611
<NUMBER-OF-SHARES-REDEEMED>                    4024450
<SHARES-REINVESTED>                             540970
<NET-CHANGE-IN-ASSETS>                        91063899
<ACCUMULATED-NII-PRIOR>                        5991689
<ACCUMULATED-GAINS-PRIOR>                      3197619
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 216505
<AVERAGE-NET-ASSETS>                         435491319
<PER-SHARE-NAV-BEGIN>                            15.76
<PER-SHARE-NII>                                    .32
<PER-SHARE-GAIN-APPREC>                           3.52
<PER-SHARE-DIVIDEND>                             (.29)
<PER-SHARE-DISTRIBUTIONS>                        (.29)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              19.02
<EXPENSE-RATIO>                                    .23
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.9
<SEQUENCE>38
<DESCRIPTION>EXHIBIT 27.9
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 09
   <NAME> RWB/DFA HIGH BOOK TO MARKET PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        110586540
<INVESTMENTS-AT-VALUE>                       128471544
<RECEIVABLES>                                   116154
<ASSETS-OTHER>                                   37083
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               128624781
<PAYABLE-FOR-SECURITIES>                        106129
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        34950
<TOTAL-LIABILITIES>                             141079
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     108304172
<SHARES-COMMON-STOCK>                          9793514
<SHARES-COMMON-PRIOR>                          3781468
<ACCUMULATED-NII-CURRENT>                       438005
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        1856521
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      17885004
<NET-ASSETS>                                 128483702
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 1660806
<EXPENSES-NET>                                  155350
<NET-INVESTMENT-INCOME>                        1505456
<REALIZED-GAINS-CURRENT>                       2248815
<APPREC-INCREASE-CURRENT>                     14338354
<NET-CHANGE-FROM-OPS>                         15759488
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      1243528
<DISTRIBUTIONS-OF-GAINS>                        390758
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        7747694
<NUMBER-OF-SHARES-REDEEMED>                    1857850
<SHARES-REINVESTED>                             122203
<NET-CHANGE-IN-ASSETS>                        87775956
<ACCUMULATED-NII-PRIOR>                         176076
<ACCUMULATED-GAINS-PRIOR>                       (1535)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 155350
<AVERAGE-NET-ASSETS>                          85301505
<PER-SHARE-NAV-BEGIN>                            10.77
<PER-SHARE-NII>                                    .20
<PER-SHARE-GAIN-APPREC>                           2.45
<PER-SHARE-DIVIDEND>                             (.20)
<PER-SHARE-DISTRIBUTIONS>                        (.10)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.12
<EXPENSE-RATIO>                                    .36
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.10
<SEQUENCE>39
<DESCRIPTION>EXHIBIT 27.10
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 10
   <NAME> RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        151692295
<INVESTMENTS-AT-VALUE>                       151846090
<RECEIVABLES>                                  1965385
<ASSETS-OTHER>                                  122311
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               153933786
<PAYABLE-FOR-SECURITIES>                        145314
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        16450
<TOTAL-LIABILITIES>                             161764
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     150981464
<SHARES-COMMON-STOCK>                         15030795
<SHARES-COMMON-PRIOR>                         11990506
<ACCUMULATED-NII-CURRENT>                      2204699
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         432065
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        153794
<NET-ASSETS>                                 153772022
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 8337842
<EXPENSES-NET>                                  167267
<NET-INVESTMENT-INCOME>                        8170575
<REALIZED-GAINS-CURRENT>                        593933
<APPREC-INCREASE-CURRENT>                     (944676)
<NET-CHANGE-FROM-OPS>                          7168773
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      7542945
<DISTRIBUTIONS-OF-GAINS>                        163750
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        5875446
<NUMBER-OF-SHARES-REDEEMED>                    2866063
<SHARES-REINVESTED>                              30906
<NET-CHANGE-IN-ASSETS>                        30965041
<ACCUMULATED-NII-PRIOR>                        1577068
<ACCUMULATED-GAINS-PRIOR>                         1882
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 170417
<AVERAGE-NET-ASSETS>                         140246598
<PER-SHARE-NAV-BEGIN>                            10.24
<PER-SHARE-NII>                                    .57
<PER-SHARE-GAIN-APPREC>                          (.01)
<PER-SHARE-DIVIDEND>                             (.56)
<PER-SHARE-DISTRIBUTIONS>                        (.01)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.23
<EXPENSE-RATIO>                                    .34
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.11
<SEQUENCE>40
<DESCRIPTION>EXHIBIT 27.11
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 11
   <NAME> RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        129511775
<INVESTMENTS-AT-VALUE>                       129686378
<RECEIVABLES>                                  1349572
<ASSETS-OTHER>                                   57825
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               131093775
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        27674
<TOTAL-LIABILITIES>                              27674
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     128907819
<SHARES-COMMON-STOCK>                         12849988
<SHARES-COMMON-PRIOR>                         10227279
<ACCUMULATED-NII-CURRENT>                      1852462
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         131217
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        174603
<NET-ASSETS>                                 131066101
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 6631699
<EXPENSES-NET>                                  167802
<NET-INVESTMENT-INCOME>                        6463897
<REALIZED-GAINS-CURRENT>                        133712
<APPREC-INCREASE-CURRENT>                     (182508)
<NET-CHANGE-FROM-OPS>                          6415101
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      5994616
<DISTRIBUTIONS-OF-GAINS>                        506404
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       57458519
<NUMBER-OF-SHARES-REDEEMED>                   31023358
<SHARES-REINVESTED>                              72626
<NET-CHANGE-IN-ASSETS>                        26421867
<ACCUMULATED-NII-PRIOR>                        1383181
<ACCUMULATED-GAINS-PRIOR>                       503910
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 170435
<AVERAGE-NET-ASSETS>                         116823560
<PER-SHARE-NAV-BEGIN>                            10.23
<PER-SHARE-NII>                                    .54
<PER-SHARE-GAIN-APPREC>                            .01
<PER-SHARE-DIVIDEND>                             (.53)
<PER-SHARE-DISTRIBUTIONS>                        (.05)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.20
<EXPENSE-RATIO>                                    .37
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.12
<SEQUENCE>41
<DESCRIPTION>EXHIBIT 27.12
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 12
   <NAME> EMERGING MARKETS PORTFOLIO II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                         12012026
<INVESTMENTS-AT-VALUE>                         8817291
<RECEIVABLES>                                    29515
<ASSETS-OTHER>                                   28760
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 8875566
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        17844
<TOTAL-LIABILITIES>                              17844
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      12062720
<SHARES-COMMON-STOCK>                          1181132
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       (6505)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1192
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     (3194735)
<NET-ASSETS>                                   8857722
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   20094
<EXPENSES-NET>                                   26599
<NET-INVESTMENT-INCOME>                         (6505)
<REALIZED-GAINS-CURRENT>                          1192
<APPREC-INCREASE-CURRENT>                    (3194735)
<NET-CHANGE-FROM-OPS>                        (3204998)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1305151
<NUMBER-OF-SHARES-REDEEMED>                     124020
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         8857722
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  39641
<AVERAGE-NET-ASSETS>                          11105056
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                  (.01)
<PER-SHARE-GAIN-APPREC>                         (2.49)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.50
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.13
<SEQUENCE>42
<DESCRIPTION>EXHIBIT 27.13
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000861929
<NAME> DIMENSIONAL INVESTMENT GROUP, INC.
<SERIES>
   <NUMBER> 13
   <NAME> DFA INTERNATIONAL VALUE PORTFOLIO IV
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-END>                               NOV-30-1997
<INVESTMENTS-AT-COST>                        108463501
<INVESTMENTS-AT-VALUE>                        97417441
<RECEIVABLES>                                   200224
<ASSETS-OTHER>                                   23406
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                97641071
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        70812
<TOTAL-LIABILITIES>                              70812
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     108320442
<SHARES-COMMON-STOCK>                         10779504
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       854105
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (558228)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    (11046060)
<NET-ASSETS>                                  97570259
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  902250
<EXPENSES-NET>                                   48145
<NET-INVESTMENT-INCOME>                         854105
<REALIZED-GAINS-CURRENT>                      (558228)
<APPREC-INCREASE-CURRENT>                   (11046060)
<NET-CHANGE-FROM-OPS>                       (10750183)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       11780085
<NUMBER-OF-SHARES-REDEEMED>                    1000581
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                        97570259
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  48145
<AVERAGE-NET-ASSETS>                         109091227
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .08
<PER-SHARE-GAIN-APPREC>                         (1.03)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.05
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----