<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DIMENSIONAL INVESTMENT GROUP INC.
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(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PRELIMINARY PROXY MATERIAL
DIMENSIONAL INVESTMENT GROUP INC.
1299 OCEAN AVENUE
11TH FLOOR
SANTA MONICA, CALIFORNIA 90401
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS OF
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
TO BE HELD ON NOVEMBER 18, 1997
To the Shareholders:
A Special Meeting of Shareholders of RWB/DFA Two-Year Corporate Fixed
Income Portfolio and RWB/DFA Two-Year Government Portfolio of Dimensional
Investment Group Inc. (the "Fund") will be held at the offices of Dimensional
Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor, Santa Monica, California, at
9:00 a.m. Pacific Coast time, on November 18, 1997 for the following purposes:
1. To approve or disapprove an investment advisory agreement
between Dimensional Fund Advisors Inc. and the Fund on
behalf of each of the RWB/DFA Two-Year Corporate Fixed
Income Portfolio and RWB/DFA Two-Year Government Portfolio.
Shareholders of record at the close of business on October 10, 1997 are
entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
IRENE R. DIAMANT
Secretary
October 12, 1997
Santa Monica, California
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IMPORTANT
Whether or not you plan to attend the meeting, please mark your voting
instructions on the enclosed proxy and promptly date, sign and return it in the
enclosed envelope. No postage is required if mailed in the United States. We
ask your cooperation in helping the Fund by mailing your proxy promptly.
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<PAGE>
DIMENSIONAL INVESTMENT GROUP INC.
1299 OCEAN AVENUE
11TH FLOOR
SANTA MONICA, CALIFORNIA 90401
PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS OF
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
TO BE HELD ON NOVEMBER 18, 1997
The enclosed proxy is solicited by the Board of Directors of Dimensional
Investment Group Inc. (the "Fund") in connection with a Special Meeting of
Shareholders ("Meeting") of the RWB/DFA Two-Year Corporate Fixed Income
Portfolio ("Corporate Portfolio") and RWB/DFA Two-Year Government Portfolio
("Government Portfolio") (individually, a "Portfolio" and collectively, the
"Portfolios") of the Fund and any adjournment thereof. Proxies will be voted in
accordance with the instructions contained thereon. If no instructions are
given, proxies that are signed and returned will be voted in favor of the
proposal. A shareholder may revoke his or her proxy at any time before it is
exercised by delivering a written notice to the Fund expressly revoking such
proxy, by executing and forwarding to the Fund a subsequently dated proxy, or by
voting in person at the Meeting. This proxy statement and the accompanying form
of proxy are being first sent to shareholders of the Portfolios on approximately
October 15, 1997. In the event a quorum is not present in person or by proxy at
the Meeting or if there are insufficient votes to approve the proposals, the
persons named as proxies will consider the best interests of the shareholders in
deciding whether the Meeting should be adjourned.
As of the close of business on October 10, 1997, the record date fixed by
the Board of Directors for the determination of shareholders of the Portfolios
entitled to notice of and to vote at the Meeting ("Record Date"),
_________________ shares of the Corporate Portfolio were outstanding and
________ shares of the Government Portfolio were outstanding. EACH SHARE OF A
PORTFOLIO IS ENTITLED TO ONE VOTE.
With respect to Proposal 1, the vote of the holders of a "majority of the
outstanding voting securities" of each Portfolio, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), represented at the meeting in
person or by proxy, is required for the approval of the proposal ("1940 Act
Majority Vote"). With respect to each Portfolio, a 1940 Act Majority Vote means
the vote of (a) at least 67% of the shares of the Portfolio present in person or
by proxy, if more than 50% of the shares of the Portfolio are represented at the
meeting, or (b) more than 50% of the outstanding shares of the Portfolio,
whichever is less. Under Maryland law, abstentions and broker non-votes will be
included for purposes of determining whether a quorum is present at the Meeting,
but will be treated
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as votes not cast and, therefore, would not be counted for purposes of
determining whether the proposal has been approved. No other business may
properly come before the Meeting.
The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Portfolios. In addition to solicitations
through the mails, the officers and employees of the Fund and the Fund's
investment advisor may solicit proxies by telephone, telegraph and personal
interviews. It is not anticipated that any of the foregoing persons will be
specially engaged for that purpose. Furthermore, if necessary to obtain the
requisite representation of shareholders, an outside solicitation agent may be
used. The cost of such additional solicitation, if any, including out-of-pocket
disbursements, will be borne by the Portfolios and it is estimated to be
minimal.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5% of the
Portfolios' outstanding shares as of the Record Date:
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
CORPORATE PORTFOLIO:
- - -------------------- ---------- ----------%
- - --------------------
- - --------------------
- - -------------------- ---------- ----------%
- - --------------------
- - --------------------
- - -------------------- ---------- ----------%
TOTAL ---------- ----------%
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GOVERNMENT PORTFOLIO:
- - -------------------- ---------- ----------%
- - --------------------
- - --------------------
- - -------------------- ---------- ----------%
- - --------------------
- - --------------------
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TOTAL ---------- ----------%
---------- ----------
As of the Record Date, the Directors and executive officers of the Fund
beneficially owned none of the Portfolios' outstanding shares.
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<PAGE>
PROPOSAL 1: TO APPROVE OR DISAPPROVE AN INVESTMENT
ADVISORY AGREEMENT
Shareholders of each Portfolio are asked to approve an investment advisory
agreement between Dimensional Fund Advisors Inc. (the "Advisor") and the Fund on
behalf of the Corporate Portfolio and Government Portfolio, respectively. The
terms of the proposed investment advisory agreements are described below and are
substantially identical to the respective Existing Agreements (defined below)
which are currently in place with the Advisor. This description is qualified in
its entirety by reference to the form of proposed agreement between the Fund on
behalf of each Portfolio, which is attached to this proxy statement as Exhibit A
("Proposed Agreement" or "Proposed Agreements").
BACKGROUND
Each Portfolio currently operates as a feeder fund in a master fund-feeder
fund structure. As feeder funds, the Corporate Portfolio and the Government
Portfolio seek to achieve their respective investment objectives by investing
all of their investable assets in a series of shares of a single registered
open-end investment company, commonly called a "master fund," having the same
investment objective, policies and limitations as the Portfolios. The DFA
Two-Year Corporate Fixed Income Series ("Corporate Series") of The DFA
Investment Trust Company (the "Trust") serves as the master fund for the
Corporate Portfolio and the DFA Two-Year Government Series ("Government Series")
serves as the master fund for the Government Portfolio. As master funds, the
Series invest directly in securities and sell their shares only to corresponding
feeder funds, such as the Portfolios, and to other institutional investors.
Each Series has entered into an investment management agreement with the Advisor
for the management of its assets ("Existing Agreement" or "Existing
Agreements.")
Master funds, such as the Series, are designed as vehicles for feeder funds
to pool their assets and achieve certain opportunities which otherwise might not
be available to small pools of assets. These opportunities include, for
example, participating in securities transactions of larger denominations,
thereby reducing the relative amount of transaction costs. In addition, certain
mutual fund operating costs tend to increase at a lower rate than the rate of
asset growth and, therefore, if asset growth is achieved by a master fund, its
investors should benefit from the master fund's cost structure. Economies of
this nature, in part, are dependent upon the asset growth of the master fund.
Currently, the Portfolios are the sole investors in the Series.
At the time that each Portfolio commenced its operations, it was expected
that it would best serve the interests of prospective shareholders if the
Portfolio operated as a feeder fund. At meetings held on July 18, 1997, and
September 2, 1997, the Board of Directors of the Fund concluded that operating
the Portfolios as components of a master fund-feeder fund structure would no
longer be in the best long-term interests of the Portfolios or their respective
shareholders.
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EVALUATION BY THE BOARD OF DIRECTORS
In reaching this conclusion regarding the master fund-feeder fund structure
of the Portfolios, the Directors determined that the potential benefits to be
gained by the Portfolios as feeder funds have not been achieved. For example,
the Portfolios have not benefitted from economies of scale that are dependent
upon asset growth as the Portfolios are the only investors in the Series. The
Board also determined that the prospects for substantial asset growth of the
Series in the future appeared limited. In addition, each Series is subject to
certain administrative expenses to which it would not otherwise be subject due
to its status as a master fund, and such expenses are borne indirectly by the
corresponding Portfolios. The Board determined that the Portfolios' direct and
indirect total operating expenses are more than they would be if the Portfolios
were to invest directly in the securities held by the Series. Consequently, the
Directors concluded that the shareholders of each Portfolio would benefit from
investing directly in a portfolio of securities in accordance with their
respective investment objectives and policies, and not as part of a master
fund-feeder fund structure. Because the Portfolios invest exclusively in shares
of the Series, the Portfolios have not entered into investment management or
advisory agreements for the management of their assets. Instead, each
Portfolio's assets are indirectly managed pursuant to the corresponding Series'
investment management agreement with the Advisor.
In light of the foregoing, the Board of Directors of the Fund, including a
majority of the directors who are not parties to the Proposed Agreements or
interested persons of any such party, voted unanimously to approve the Proposed
Agreements with the Advisor for the management of the Portfolios' assets, and to
recommend their approval to the shareholders of the Portfolios. As described
below, the Proposed Agreements contain substantially the same terms and
conditions as the Existing Agreements. The rate of investment advisory fee
payable to the Advisor is the same under both the Proposed and Existing
Agreements.
If the Proposed Agreements are approved by shareholders, the Fund on behalf
of the Portfolios will request a redemption of each Portfolio's entire interest
in the corresponding Series on or about November 30, 1997. In order to satisfy
this redemption request, it is contemplated that each Series would then
distribute its assets (consisting of its portfolio securities and cash) to the
corresponding Portfolio. Following such redemption, shareholders of the
Portfolios will become direct rather than indirect investors in a mutual fund
investing in a portfolio of investments. The distribution of the assets of each
Series to the corresponding Portfolio should not result in any adverse federal
income tax consequences to the Portfolios or their shareholders.
In reaching its decision to approve the Proposed Agreements and recommend
their approval to the shareholders of each Portfolio, the Board of Directors of
the Fund also considered the total operating expenses of the Portfolios, the
nature and quality of the services to be rendered by the Advisor, the fee to be
received by the Advisor, and other pertinent matters. Based upon the foregoing,
the Board of Directors unanimously approved the Proposed Agreements and
recommended their approval by shareholders.
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<PAGE>
INFORMATION CONCERNING THE PROPOSED AGREEMENTS WITH THE ADVISOR
Pursuant to the terms of the Proposed Agreements, the Advisor will manage
the investment and reinvestment of the assets of the Portfolios, and
continuously review, supervise and administer the Portfolio's investment
program. The Advisor will provide the Portfolios with a trading department and
select brokers and dealers to effect securities transactions. Under the
Proposed Agreements, the Advisor also will determine the securities to be
purchased or sold and provide the Fund with records concerning the Advisor's
activities and render regular reports to the Board of Directors and officers of
the Fund.
The Fund will bear 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, the cost of filing its registration statements under
applicable federal and state securities laws, reports to shareholders, and
transfer and dividend disbursing agency, administrative services and custodian
fees.
The terms of the Proposed and Existing Agreements are identical, including
the rate of fee payable to the Advisor, except for the parties to the
Agreements, and the effective and termination dates.
The date of each Existing Agreement for the Series is February 8, 1996, and
each Agreement was submitted to the shareholders of the Series on February 8,
1996 for its initial approval. The Board of Directors unanimously approved the
continuance of each Existing Agreement at a meeting held on December 20, 1996.
Pursuant to the Existing Agreements, the Series are each obligated to pay the
Advisor a monthly fee equal to one-twelfth of .15% of the net assets of the
Series. For the fiscal period ended November 30, 1996, the Advisor was paid
$81,721 and $68,979, respectively, under the Existing Agreements for the
Corporate Series and Government Series in total management fees.
Under the terms of the Proposed Agreements, the Fund would pay on behalf of
each Portfolio a monthly fee equal to one-twelfth of .15% of the net assets of
the relevant Portfolio.
It is anticipated that the Proposed Agreements will become effective on or
about November 30, 1997 and will continue in effect until December 31, 1998,
and, thereafter, only if such continuance is approved at least annually by a
vote of the Fund's Board of Directors who are not parties to the Proposed
Agreements or interested persons of any such party, cast in person at a meeting
called for such purpose. In addition, continuance of the Proposed Agreements
may be effected if approved by the affirmative vote of the holders of a majority
of the outstanding voting securities of the respective Portfolios.
-5-
<PAGE>
The Proposed Agreements may at any time be terminated without payment of
any penalty either by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the respective Portfolios, on
sixty days' written notice to the Advisor. In addition, the Proposed Agreements
may be terminated by the Advisor after ninety days' written notice to the Fund.
It will automatically terminate in the event of its assignment.
Pursuant to the terms of the Proposed Agreements, the Advisor is not
protected 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 the Agreements.
The Existing and Proposed Agreements each permit the Advisor to knowingly
pay commissions on securities transactions which are greater than another broker
might charge if the Advisor determines in good faith that the commission paid
was reasonable in relation to the value of the brokerage and research services
provided by such broker, viewed in terms of that specific transaction or the
Advisor's overall responsibilities with respect to its accounts, including the
Fund, as to which it exercises investment discretion.
As indicated above, the Fund is not currently a party to an investment
advisory agreement on behalf of the Portfolios since each Portfolio invests
exclusively in the shares of the Series. However, the Fund on behalf of each
Portfolio has entered into an administrative agreement with the Advisor pursuant
to which the Advisor provides certain administrative services to the Portfolios.
Under each administrative agreement, the Advisor is compensated at an annual
rate of .01% of the average annual net assets of each Portfolio. For the Fund's
1996 fiscal period, the Advisor was paid $4,597 for the Corporate Portfolio and
$5,447 for the Government Portfolio under the administration agreements. If
Proposal 1 is approved, each administrative services agreement will terminate
and the Advisor will continue to provide these services to the Portfolios under
the Proposed Agreements.
For each Portfolio, the following table summarizes the estimated annual
operating expenses as a percentage of the average net assets of the Portfolio
for the fiscal year ending November 30, 1997 (1) currently; and (2) assuming
approval of the Proposed Agreement and elimination of the master fund-feeder
fund structure.
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<PAGE>
PRO-FORMA ANNUAL
OPERATING EXPENSES
ASSUMING APPROVAL OF
CURRENT THE PROPOSED AGREEMENT
ANNUAL AND ELIMINATION OF
OPERATING MASTER FUND-FEEDER
NAME OF PORTFOLIO EXPENSES(1) FUND STRUCTURE(2)
- - ----------------- ----------- -----------------
CORPORATE PORTFOLIO:
Investment Management Fees 0.15% 0.15%
Administration Fee 0.01% 0.00%
Other Expenses 0.17% 0.15%
Total Operating Expenses 0.33% 0.30%
GOVERNMENT PORTFOLIO:
Investment Management Fees 0.15% 0.15%
Administration Fee 0.01% 0.00%
Other Expenses 0.19% 0.15%
Total Operating Expenses 0.35% 0.30%
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(1) Under each Portfolio's current master fund-feeder fund structure, the
"Investment Management Fee" is payable by the corresponding 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, and also includes a client services fee
("Client Services Fee") of 0.03% payable by each Portfolio to Reinhardt
Werba Bowen Advisory Services ("RWBAS"); RWBAS waived its fee through
December 31, 1996. Absent such waiver by RWBAS, the estimated annualized
ratio of expenses to average net assets for the fiscal year ending November
30, 1997 is 0.33% for the Corporate Portfolio and 0.35% for the Two-Year
Government Portfolio.
(2) The amount set forth in "Other Expenses" includes the Client Services Fee
payable by each Portfolio and reflects the waiver of such fee by RWBAS
through December 31, 1996. Absent such a waiver by RWBAS, the estimated
annualized ratio of expenses to average net assets for the fiscal year
ending November 30, 1997 is 0.30% for the Corporate Portfolio and 0.30% for
the Government Portfolio.
EXAMPLES
Currently, 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
------ -------
Corporate Portfolio $3 $11
Government Portfolio $4 $11
You would pay the following expenses on the same investment assuming
approval of the Proposed Agreements and elimination of the master fund-feeder
fund structure.
1 YEAR 3 YEARS
------ -------
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Corporate Portfolio $3 $10
Government Portfolio $3 $10
INFORMATION REGARDING THE ADVISOR
The Advisor, located at 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401, was organized in May 1981 and is engaged in the business of
providing investment management services to institutional investors.
David G. Booth and Rex A. Sinquefield, directors and officers of both the
Fund and the Advisor, together own approximately 55% of the Advisor's
outstanding stock. The name, address and principal occupation of each director
and principal executive officer of the Advisor is set forth below. The officers
of the Advisor and the Fund are also listed below.
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF THE ADVISOR
David G. Booth, Santa Monica, CA, is Chairman - Chief Executive Officer,
President and a Director of the Advisor and the Fund. He is also
President, Chairman - Chief Executive Officer and a Trustee of The DFA
Investment Trust Company (the "Trust") (registered investment company).
Mr. Booth is also Chairman - Chief Executive Officer, President and a
Director of DFA Securities Inc., DFA Investment Dimensions Group Inc.
(registered investment company), Dimensional Emerging Markets Fund Inc.
(registered investment company) and DFA Australia Limited ("DFA
Australia"). He is Chairman and Director of Dimensional Fund Advisors Ltd.
("DFAL").
Rex A. Sinquefield, Santa Monica, CA, is Chairman - Chief Investment
Officer and a Director of the Advisor and the Fund. He is also Chairman -
Chief Investment Officer and a Director of DFA Securities Inc., DFA
Investment Dimensions Group Inc., Dimensional Emerging Markets Fund Inc.
and DFA Australia. He is Trustee and Chairman - Chief Investment Officer
of the Trust, and Chairman, Chief Executive Officer and Director of DFAL.
Eugene Francis Fama, Chicago, IL, Director, is the Robert R. McCormick
Distinguished Service Professor of Finance, and has been engaged in
teaching and research in finance and economics at the Graduate School of
Business, University of Chicago, Chicago, Illinois since September, 1963.
Mr. Fama also is a Director of DFA Securities Inc.
John Andrew McQuown, Mill Valley, CA, Director, has been self employed
since 1974 as an entrepreneur, financier and consultant to major financial
institutions. He is also a Director of Mortgage Information Corporation,
KMV Corporation and Microsource, Inc. Mr. McQuown also is a Director of
DFA Securities Inc.
-8-
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Lloyd Stockel, Los Angeles, CA, Director, is a private investor and a
retired general partner of Goldman Sachs & Co. Mr. Stockel also is a
Director of DFA Securities Inc.
OFFICERS OF THE ADVISOR AND THE FUND
Arthur Barlow, Vice President, Santa Monica, CA.
Truman Clark, Vice President, Santa Monica, CA.
Maureen Connors, Vice President, Santa Monica, CA.
Robert Deere, Vice President, Santa Monica, CA.
Irene R. Diamant, Vice President and Secretary, Santa Monica, CA.
Eugene Fama, Jr., Vice President, Santa Monica, CA.
Kamyab Hashemi-Nejad, Vice President, Controller and Assistant Treasurer,
Santa Monica, CA.
Stephen P. Manus, Vice President, Santa Monica, CA.
Karen McGinley, Vice President, Santa Monica, CA.
Catherine L. Newell, Vice President, Santa Monica, CA.
David Plecha, Vice President, Santa Monica, CA.
George Sands, Vice President, Santa Monica, CA.
Michael T. Scardina, Vice President, Chief Financial Officer and Treasurer,
Santa Monica, CA.
Jeanne C. Sinquefield, Ph.D., Executive Vice President, Santa Monica, CA.
Scott Thornton, Vice President, Santa Monica, CA.
Weston Wellington, Vice President, Santa Monica, CA.
Each of the officers listed above owns stock of the Advisor in an amount
not exceeding 1% of the Advisor's total outstanding stock, except for Michael T.
Scardina who owns 3.31% of the Advisor's total outstanding stock.
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<PAGE>
At the present time, the Advisor serves as investment advisor to the
investment companies listed below, each of which has an investment objective
similar to that of the Portfolios. With respect to such investment companies,
the table below also sets forth the net assets as of August 31, 1997, and the
rate of the Advisor's compensation.
<TABLE>
<CAPTION>
COMBINED INVESTMENT
ADVISORY AND
INVESTMENT ADMINISTRATIVE
ADVISORY FEE AS SERVICES FEE AS A
NET ASSETS A PERCENTAGE OF PERCENTAGE OF
AS OF AVERAGE AVERAGE NET
NAME OF INVESTMENT COMPANY AUGUST 31, 1997 NET ASSETS ASSETS
- - -------------------------- --------------- ---------- -----------
<S> <C> <C> <C>
DFA Five-Year Government Portfolio $200,357,650 0.20%
DFA Two-Year Global Fixed Income Series(1) $407,928,969 0.05%
DFA Two-Year Global Fixed Income
Portfolio(2)
$407,978,453 0.15%
</TABLE>
- - -----------------
(1) The Series is a separate series of the Trust and serves as a master fund in
a master fund-feeder fund structure; as a feeder fund, DFA Two-Year Global
Fixed Income Portfolio invests substantially all of its assets in the
Series.
(2) The Portfolio pays the Advisor a monthly fee pursuant to a separate
administrative services agreement. The percentage set forth in the column
entitled "Combined Investment Advisory and Administrative Services Fee as a
Percentage of Average Net Assets" includes the annual percentage fee rate
payable to the Advisor (1) for the administrative services it provides to
the Portfolio; and (2) pursuant to the investment management agreement
between the Advisor and the Series.
In the event that the Proposal is not approved by shareholders, the
Directors will consider the appropriate action to take.
DIRECTORS' RECOMMENDATION
The Board of Directors of the Fund unanimously recommends that the
shareholders of the Portfolios vote to approve the Proposed Agreements.
OTHER INFORMATION
PFPC Inc. serves as the accounting services, dividend disbursing and
transfer agent for the Fund and is located at 400 Bellevue Parkway, Wilmington,
DE 19809. The Fund acts as distributor of each series of its own shares of
stock. The Fund has entered into an agreement with DFA Securities Inc., a
wholly-owned subsidiary of the Advisor, pursuant to which DFA Securities Inc. is
responsible for supervising the sale of the shares of the Fund. No compensation
is paid by the Fund to DFA Securities Inc. under this agreement.
Coopers & Lybrand L.L.P. serve as the Fund's independent accountants. A
representative of Coopers & Lybrand L.L.P. is not expected to be present at the
Meeting.
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<PAGE>
SHAREHOLDER REPORTS
The most recent Annual and Semi-Annual Reports relating to the Portfolios
are available at no cost to shareholders upon request by contacting the Fund at
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401 or returning the enclosed
postage-paid card.
SHAREHOLDER PROPOSALS
Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Secretary of the Fund, at
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Ordinarily, the Fund
does not hold shareholders' meetings.
By Order of the Board of Directors
IRENE R. DIAMANT
Secretary
October 12, 1997
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<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this ___ day of _________, 1997, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").
1. DUTIES OF ADVISOR
The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of [ ] (the
"Portfolio"), to continuously review, supervise and administer the Portfolio's
investment program, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be uninvested, to
provide the Fund with records concerning the Advisor's activities which the Fund
is required to maintain, and to render regular reports to the Fund's officers
and the Board of Directors of the Fund, all in compliance with the objectives,
policies and limitations set forth in the Fund's registration statement and
applicable laws and regulations. The Advisor accepts such employment 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 on the
terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS
The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, except as prescribed herein. It is understood that the
Advisor will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Portfolio to
pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Advisor's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Advisor will promptly communicate
to the officers and directors of the Fund such information relating to
transactions for the Portfolio as they may reasonably request.
A-1
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3. COMPENSATION OF THE ADVISOR
For the services to be rendered by the Advisor as provided in Section
1 of this Agreement, the Fund shall pay to the Advisor, at the end of each
month, a fee equal to one-twelfth of .15 percent of the net assets of the
Portfolio. In the event that this Agreement is terminated at other than a
month-end, the fee for such month shall be prorated.
4. OTHER SERVICES
At the request of the Fund, the Advisor, in its discretion, may make
available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Advisor and billed to the Fund at the Advisor's
cost and, where applicable, the cost thereof shall be apportioned among the
several Portfolios of the Fund proportionate to their respective utilization
thereof.
5. REPORTS
The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.
6. STATUS OF THE ADVISOR
The services of the Advisor to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
7. LIABILITY OF ADVISOR
No provision of this Agreement shall be deemed to protect the Advisor
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.
8. PERMISSIBLE INTERESTS
Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the Fund are or
may be interested in the Advisor (or any successor thereof) as directors,
officers or shareholders, or otherwise; directors, officers, agents and
shareholders of the Advisor are or may be interested in the Fund as directors,
officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such
A-2
<PAGE>
interrelationships shall be governed by said charters and the provisions of the
Investment Company Act of 1940.
9. DURATION AND TERMINATION
This Agreement shall become effective on ____________, 1997 (the
"Effective Date") and shall continue in effect until December 31, 1998, and
thereafter, only if such continuance is approved at least annually by a vote of
the Fund's Board of Directors, including the vote of a majority of the directors
who are not parties to this Agreement or interested persons of any such party,
cast in person, at a meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be presented to the
shareholders of the Fund; in such event, such continuance shall be effected only
if approved by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor,
This Agreement shall automatically terminate in the event of its
assignment, and
This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.
As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule l8f-2
thereunder.
10. 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.
A-3
<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this ____ day of _________, 1997.
DIMENSIONAL FUND DIMENSIONAL
ADVISORS INC. INVESTMENT GROUP INC.
By: By:
----------------------- -----------------------
Chairman-Chief President
Investment Officer
A-4
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE THE PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" THE PROPOSAL, AND
TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE
MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
DIMENSIONAL INVESTMENT GROUP INC. PROXY IS SOLICITED
- RWB/DFA TWO-YEAR CORPORATE FIXED ON BEHALF OF THE BOARD OF DIRECTORS
INCOME PORTFOLIO
THE UNDERSIGNED HEREBY APPOINTS MICHAEL T. SCARDINA, IRENE R. DIAMANT AND
CATHERINE L. NEWELL, OR ANY ONE OF THEM, WITH THE RIGHT OF SUBSTITUTION, PROXIES
OF THE UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS OF DIMENSIONAL
INVESTMENT GROUP INC. ("FUND") TO BE HELD AT 1299 OCEAN AVENUE, 11TH FLOOR,
SANTA MONICA, CALIFORNIA, 90401 AT 9:00 A.M., PACIFIC COAST TIME, ON NOVEMBER
18, 1997 OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF, WITH ALL THE POWERS
WHICH THE UNDERSIGNED WOULD POSSESS, IF PERSONALLY PRESENT, AND INSTRUCTS THEM
TO VOTE UPON ANY MATTERS WHICH MAY PROPERLY BE ACTED UPON AT THIS MEETING, AND
SPECIFICALLY AS INDICATED ON THE LOWER PORTION OF THIS FORM.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER WHOSE SIGNATURE APPEARS BELOW. IF PROPERLY EXECUTED BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.
PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF EACH OF THESE MATTERS.
TO VOTE MARK AN /X/ IN BLUE OR BLACK INK BELOW PLEASE FOLD HERE
- - --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. TO APPROVE OR DISAPPROVE AN INVESTMENT / / / / / /
ADVISORY AGREEMENT ON BEHALF OF THE
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME
PORTFOLIO.
------------------ ---------------------------- ------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE
THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE
REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN.
PERSONS SIGNING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE THE PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" THE PROPOSAL, AND
TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE
MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
DIMENSIONAL INVESTMENT GROUP INC. PROXY IS SOLICITED
- RWB/DFA TWO-YEAR CORPORATE FIXED ON BEHALF OF THE BOARD OF DIRECTORS
INCOME PORTFOLIO
THE UNDERSIGNED HEREBY APPOINTS MICHAEL T. SCARDINA, IRENE R. DIAMANT AND
CATHERINE L. NEWELL, OR ANY ONE OF THEM, WITH THE RIGHT OF SUBSTITUTION, PROXIES
OF THE UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS OF DIMENSIONAL
INVESTMENT GROUP INC. ("FUND") TO BE HELD AT 1299 OCEAN AVENUE, 11TH FLOOR,
SANTA MONICA, CALIFORNIA, 90401 AT 9:00 A.M., PACIFIC COAST TIME, ON NOVEMBER
18, 1997 OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF, WITH ALL THE POWERS
WHICH THE UNDERSIGNED WOULD POSSESS, IF PERSONALLY PRESENT, AND INSTRUCTS THEM
TO VOTE UPON ANY MATTERS WHICH MAY PROPERLY BE ACTED UPON AT THIS MEETING, AND
SPECIFICALLY AS INDICATED ON THE LOWER PORTION OF THIS FORM.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER WHOSE SIGNATURE APPEARS BELOW. IF PROPERLY EXECUTED BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.
PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF EACH OF THESE MATTERS.
TO VOTE MARK AN /X/ IN BLUE OR BLACK INK BELOW PLEASE FOLD HERE
- - --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. TO APPROVE OR DISAPPROVE AN INVESTMENT / / / / / /
ADVISORY AGREEMENT ON BEHALF OF THE
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME
PORTFOLIO.
------------------ ---------------------------- ------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE
THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE
REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN.
PERSONS SIGNING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
