File No. 33-33980
File No. 811-6067
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 21 [X]
--
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22 [X]
--
(Check appropriate box or boxes.)
DIMENSIONAL INVESTMENT GROUP INC.
.........................................................
(Exact Name of Registrant as Specified in Charter)
1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
.......................................... ..........
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (310) 395-8005
..............
Irene R. Diamant, Vice President and Secretary
DFA Investment Dimensions Group Inc.,
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
.............................................................
(Name and Address of Agent for Service)
Please send copies of all communications to:
Stephen W. Kline, Esquire
Stradley, Ronon, Stevens & Young, LLP
Great Valley Corporate Center
30 Valley Stream Parkway
Malvern, PA 19355, (610) 640-5801
It is proposed that this filing will become effective (check appropriate box):
..... immediately upon filing pursuant to paragraph (b).
..... on (date) pursuant to paragraph (b)
.X. 60 days after filing pursuant to paragraph (a)(1)
..... on (date) pursuant to paragraph (a)(1)
..... 75 days after filing pursuant to paragraph (a)(2)
..... on (date) pursuant to paragraph (a)(2) of Rule 485.
<PAGE>
If appropriate, check the following box:
..... This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Trustees and principal officers of The DFA Investment Trust Company also
have executed this registration statement.
C O N T E N T S
This Post-Effective Amendment No. 21 to Registration File No. 33-33980
includes the following:
1. Facing Page (1)
2. Contents Page
3. Part A - Prospectus (2)
4. Part B - Statement of Additional Information (2)
5. Part C - Other Information
6. Signatures
(1) This Post-Effective Amendment relates to the Registrant's DFA International
Value Portfolio series of shares.
(2) The Registrant's Prospectus and Statement of Additional Information related
to the DFA International Value Portfolio series dated March 22, 1999 are
incorporated into this filing by reference to the electronic filing of 1933
Act Post-Effective Amendment No. 50 to the Registration Statement of DFA
Investment Dimensions Group, Inc. filed January 22, 1999 (File Nos.
2-73948/811-3258).
<PAGE>
DIMENSIONAL INVESTMENT GROUP, INC.
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Articles of Incorporation.
(1) Form of Articles of Restatement.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No.
11/12 to the Registrant's
Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(2) Form of Articles Supplementary.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No.
16/17 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
(3) Articles Supplementary as filed with the Maryland
Secretary of State on December 7, 1998 re: the
addition of the:
* Tax-Managed U.S. Marketwide Value
Portfolio II
IS ELECTRONICALLY FILED HEREWITH
AS EXHIBIT EX-99.b1.
(b) By-Laws.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 18/19 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: February 13, 1998.
(c) Instruments Defining Rights of Security Holders.
(1) See Article Fifth of the Registrant's Articles of
Restatement.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 11/12 to the
Registrant's Registration Statement on Form
<PAGE>
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(d) Investment Advisory Contracts.
(1) Form of Investment Advisory Agreement between
the Registrant and DFA re: the:
* RWB/DFA Two-Year Corporate Fixed
Income Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 17/18 to the
Registration Statement of the registrant on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
(2) Form of Investment Advisory Agreement between
the Registrant and DFA re: the:
* RWB/DFA Two-Year Government
Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 17/18 to the
Registration Statement of the Registrant on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
(e) Underwriting Contracts.
(1) Distribution Agreement dated April 16, 1993 between the
Registrant and DFA Securities Inc.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(f) Bonus or Profit Sharing Contracts.
Not applicable.
(g) Custodian Agreements.
(1) Form of Custodian Agreement between the Registrant and
PNC Bank, N.A. (formerly Provident National Bank)
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registrant's Registration Statement on Form
N-1A.
<PAGE>
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One.
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b8.
(h) Other Material Contracts.
(1) Form of Transfer Agency Agreement between the Registrant and
PFPC Inc. (formerly Provident Financial Processing
Corporation) (the "Transfer Agency Agreement")
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One to the Transfer
Agency Agreement
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99b9.1.
(2) Form of Administration and Accounting Services
Agreement between the Registrant and PFPC Inc. (formerly
with Provident Financial Processing Corporation) (the
"Administration and Accounting Services Agreement")
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One to the Administration
and Accounting Services Agreement
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b9.2.
<PAGE>
(3) Administration Agreements between the Registrant and
DFA.
(i) Form of Dated May 3, 1993 re: the:
* DFA 6-10 Institutional Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ii) Form of Dated December 1, 1993 re: the:
* DFA International Value Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iii) Form of Dated July 1, 1994 re: the:
* DFA International Value Portfolio II
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iv) Form of Dated January 1, 1994 re: the:
* U.S. 6-10 Value Portfolio II
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(v) Form of Dated July 1, 1994 re: the:
* U.S. Large Cap Value Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
<PAGE>
Filing Date: March 3, 1998.
(vi) Form of Dated September 30, 1994 re: the:
* DFA One-Year Fixed Income Portfolio II
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(vii) Form of Dated December 20, 1994 re: the:
* U.S. Large Cap Value Portfolio III
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(viii) Form of Dated December 20, 1994 re: the:
* DFA International Value Portfolio III
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 19/20 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ix) Form of Dated March 1, 1996 re: the:
* RWB/DFA U.S. High Book to Market
Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 12/13/ to
the Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(x) Form of Dated March 1, 1996 re: the:
* RWB/DFA Two-Year Corporate Fixed
Income Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 12/13 to the
Registration Statement of Registrant on Form
<PAGE>
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(xi) Form of Dated March 1, 1996 re: the:
* RWB/DFA Two-Year Government
Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 12/13 to the
Registration Statement of Registrant on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(xii) Form of Dated July, 1997 re: the:
* DFA International Value Portfolio IV
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 16/17 to the
Registration Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
(xiii) Form of Dated July, 1997 re: the:
* Emerging Markets Portfolio II.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 16/17 to
the Registration Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
(xiv) Dated December 8, 1998 re: the:
* Tax-Managed U.S. Marketwide Value
Portfolio II
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.b9.3.
(4) Client Service Agreements.
(i) Form of re: the:
* RWB/DFA Two-Year Corporate Fixed
Income Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No.
12/13 Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
<PAGE>
Filing Date: December 15, 1995.
(ii) Form of re: the:
* RWB/DFA Two-Year Government
Portfolio.
Incorporated by reference to:
-----------------------------
Filing: Post-Effective Amendment No.
12/13 Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(iii) Form of re: the:
* RWB/DFA U.S. High Book-to-Market
Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment
No. 12/13 to the Registrant's
Registration Statement
on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(5) Form of Facility Agreement with DFA.
Previously filed with this registration statement and
incorporated herein by reference.
(6) Form of Services Agreement, dated as of July 1, 1994
between Charles Schwab & Co., Inc. and the
Registrant re: the:
* U.S. Small Cap Portfolio II;
* U.S. Large Cap Portfolio II; and
* DFA International Value Portfolio II
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No.
19/20 to Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(7) Form of Client Service Agreements between Reinhardt,
Werba, Bowen, Inc. ("RWB") and the Registrant.
(i) Dated March 13, 1996 re: the:
* RWB/DFA Two-Year Government
Portfolio.
<PAGE>
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment
No. 19/20 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ii) Dated March 13, 1996 re: the:
* RWB/DFA Two-Year Corporate
Fixed Income Portfolio
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment
No. 19/20 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iii) Dated March 13, 1996 re: the:
* RWB/DFA U.S. High Book to
Market Portfolio.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment
No. 19/20 to Registrant's
Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Legal Opinion.
IS ELECTRONICALLY FILED HEREWITH AS EXHIBIT
EX-99.b10.
(j) Other Opinions.
(1) Consent of PricewaterhouseCoopers LLP IS ELECTRONICALLY
FILED HEREWITH AS EXHIBIT EX-99.b11.
(k) Omitted Financial Statements.
Not applicable.
(l) Initial Capital Agreements.
Form of Subscription Agreement under Section 14(a)(3)
<PAGE>
of the Investment of Investment Company Act of 1940, previously
filed with this registration statement and incorporated herein by
reference.
(m) Rule 12b-1 Plan.
Not applicable.
(n) Financial Data Schedules.
As of November 30, 1998 will be filed by amendment
prior to the effective date of this Post-Effective Amendment.
(o) Rule 18f-3 Plan.
Not Applicable.
(p) Powers-of-Attorney.
(1) On behalf of the Registrant, dated July 18, 1997,
appointing David G. Booth, Rex A. Sinquefield, Michael
T. Scardina, Irene R. Diamant, Catherine L. Newell and
Stephen W. Kline, Esquire as attorneys-in-fact.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 17/18 to the
Registrant's Registration Statement
on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
(2) On behalf of DFA Investment Trust Company, dated July
18, 1997, appointing David G. Booth, Rex A. Sinquefield,
Michael T. Scardina, Irene R. Diamant, Catherine L.
Newell and Stephen W. Kline, Esquire as attorneys-in-fact.
Incorporated herein by reference to:
------------------------------------
Filing: Post-Effective Amendment No. 17/18 to the
Registrant's Registration Statement
on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 25. INDEMNIFICATION.
(a) Reference is made to Section 1 of Article Ten of the Registrant's
By-Laws (as approved through 12/20/95), incorporated herein by
reference,
<PAGE>
which provides for indemnification, as set forth below, with respect
to Officers and Directors of the Corporation:
(1) The Corporation shall indemnify each Officer and Director
made party to a proceeding, by reason of service in such
capacity, to the fullest extent, and in the manner provided
under Section 2-418 of the Maryland General Corporation Law:
(i) unless it is proved that the person seeking indemnification
did not meet the standard of conduct set forth in subsection
(b)(1) of such section; and
(ii) provided, that the Corporation shall not indemnify any
Officer or Director for any liability to the
Corporation or its security holders arising from the willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
person's office.
(2) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each
Officer and Director against reasonable expenses incurred in
connection with the successful defense of any proceeding to which
such Officer or Director is a party by reason of service in such
capacity.
(3) The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each Officer and Director
who is made party to a proceeding by reason of service in
such capacity the reasonable expenses incurred by such
person in connection therewith.
(b) Registrant's Articles of Incorporation, which are incorporated herein
by reference, provide the following under Article Seventh:
(1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General
Corporation Law, as amended from time to time, no director
or officer of the Corporation shall have any liability to
the Corporation or its stockholders for money damages. This
limitation on liability applies to liabilities occurring for
acts or omissions occurring at the time a person serves as a
director or officer of the Corporation, whether or not such
person is a director or officer at the time of any
proceeding in which liability is asserted.
(2) Notwithstanding the foregoing, this Article SEVENTH shall
not operate to protect any director or officer of the
<PAGE>
Corporation against any liability to the Corporation or its
stockholders to which such person would otherwise be subject
by reason or willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in
the conduct of such person's office.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
(a) Dimensional Fund Advisors Inc., with a principal place of
business located at 1299 Ocean Drive, 11th Floor, Santa Monica,
CA 90401, the investment manager for the Registrant, is also the
investment manager for three other registered open-end investment
companies, The DFA Investment Trust Company, Dimensional Emerging
Markets Funds Inc. and DFA Investment Dimensions Group Inc.
The Advisor also serves as sub-advisor for certain other
registered investment companies.
The Advisor is engaged in the business of providing investment
advice primarily to institutional investors. For additional
information, please see "Management of the Fund"
in PART A and "Directors and Officers" in PART B of this
Registration Statement.
Additional information as to the Advisor and the directors and
officers of the Advisor is included in the Advisor's Form ADV
filed with the Commission (File No. 801-16283), which is
incorporated herein by reference and sets forth the officers and
directors of the Advisor and information as to any business,
profession, vocation or employment or a substantial nature
engaged in by those officers and directors during the past two
years.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Names of investment companies for which the Registrant's
principal underwriter also acts as principal underwriter.
Not applicable.
(b) Registrant distributes its own shares. It has entered into an
agreement with DFA Securities Inc. dated April 16, 1993, which
provides that DFA Securities Inc., 1299 Ocean Avenue, 11th Floor,
Santa Monica, CA 90401, will supervise the sale of Registrant's
shares. This agreement is subject to the requirements of
Section 15(b) of the Investment Company Act of 1940.
(c) Commissions and other compensation received by each principal
underwriter who is not an affiliated person of the Registrant.
Not applicable.
<PAGE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the office
of the Registrant and at additional locations, as follows:
Name Address
---- -------
DFA Investment Dimensions Group Inc. 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
PFPC Inc. 400 Bellevue Parkway,
Wilmington, DE 19809.
ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 30. UNDERTAKINGS.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused Post-Effective Amendment
No. 21/22 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica and State of
California on the 21 day of January, 1999.
DIMENSIONAL INVESTMENT GROUP INC.
(Registrant)
By: David G. Booth*
David G. Booth, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 21/22 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
David G. Booth* Director and January 21, 1999
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and January 21, 1999
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial January 21, 1999
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director January 21, 1999
George M. Constantinides
John P. Gould* Director January 21, 1999
John P. Gould
Roger G. Ibbotson* Director January 21, 1999
Roger G. Ibbotson
Merton H. Miller* Director January 21, 1999
Merton H. Miller
</TABLE>
<PAGE>
Myron S. Scholes* Director January 21, 1999
Myron S. Scholes
* By: Irene R. Diamant
Irene R. Diamant
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
<PAGE>
THE DFA INVESTMENT TRUST COMPANY consents to the filing of this Amendment to the
Registration Statement of Dimensional Investment Group Inc. which is signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Monica and State of California on the 21 day of January, 1999.
THE DFA INVESTMENT TRUST COMPANY
(Registrant)
By: David G. Booth*
David G. Booth, President
(Signature and Title)
The undersigned Directors and principal officers of THE DFA INVESTMENT TRUST
COMPANY consent to the filing of this Post-Effective Amendment No. 21/22 to the
Registration Statement of DFA Investment Dimensions Group Inc. on the dates
indicated.
Signature Title Date
David G. Booth* Director and January 21, 1999
David G. Booth Chairman-Chief
Executive Officer
Rex A. Sinquefield* Director and January 21, 1999
Rex A. Sinquefield Chairman-Chief
Investment Officer
Michael T. Scardina* Chief Financial January 21, 1999
Michael T. Scardina Officer, Treasurer
and Vice President
George M. Constantinides* Director January 21, 1999
George M. Constantinides
John P. Gould* Director January 21, 1999
John P. Gould
Roger G. Ibbotson* Director January 21, 1999
Roger G. Ibbotson
Merton H. Miller* Director January 21, 1999
Merton H. Miller
Myron S. Scholes* Director January 21, 1999
Myron S. Scholes
* By: Catherine L. Newell
<PAGE>
Irene R. Diamant
Attorney-in-Fact (Pursuant to a Power-of-Attorney)
<PAGE>
EXHIBIT INDEX
N-1A EDGAR
Exhibit No. Exhibit No. Description
23(a)(3) EX-99.b1 Articles Supplementary
December 7, 1998
23(g)(1)(i) EX-99.b8 Addendum Number One to
Custodian Agreement
23(h)(1)(i) EX-99.b9.1 Addendum Number One to
Transfer Agency Agreement
23(h)(2)(i) EX-99.b9.2 Addendum Number One to
Administration and Accounting Services
Agreement
23(h)(3)(xiv) EX-99.b9.3 Administration Agreement re
Tax-Managed U.S. Marketwide
Value Portfolio II
23(i) EX-99.b10 Legal Opinion of Stradley, Ronon,
Stevens & Young, LLP
23(j) EX-99.b11 Consent of PricewaterhouseCoopers LLP
<PAGE>
Exhibit 99.b1
DIMENSIONAL INVESTMENT GROUP INC.
ARTICLES SUPPLEMENTARY TO THE CHARTER
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation")
and registered under the Investment Company Act of 1940 as an open-end company,
hereby certifies, in accordance with the requirements of Section 2-208 and
2-208.1 of the Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Corporation has authority to issue a total of Two Billion
(2,000,000,000) shares of stock, with a par value of One Cent ($.01) per share,
having an aggregate par value of Twenty Million Dollars ($20,000,000), all of
which shall be considered common stock. The allocation of shares of each of its
fourteen existing classes is as follows:
<TABLE>
<CAPTION>
Class Designation Number of Shares of Common Stock
----------------- (par value $.01 per share)
Allocated
---------
<S> <C>
The DFA 6-10 Institutional 100,000,000
Portfolio Shares
The DFA International Value 100,000,000
Portfolio Shares
U.S. Large Cap Value 100,000,000
Portfolio II Shares
U.S. 6-10 Value 100,000,000
Portfolio II Shares
DFA International Value 100,000,000
Portfolio II Shares
DFA One-Year Fixed Income 100,000,000
Portfolio II Shares
DFA International Value 100,000,000
Portfolio III Shares
<PAGE>
U.S. Large Cap Value 100,000,000
Portfolio III Shares
DFA Five-Year Government 100,000,000
Portfolio II Shares
RWB/DFA U.S. High Book to 100,000,000
Market Portfolio Shares
RWB/DFA Two-Year Corporate 100,000,000
Fixed Income Portfolio Shares
RWB/DFA Two-Year Government 100,000,000
Portfolio Shares
DFA International Value 100,000,000
Portfolio IV Shares
Emerging Markets 100,000,000
Portfolio II Shares
</TABLE>
The Board of Directors of the Corporation has adopted a resolution
classifying unallocated and unissued common stock (par value $.01 per share) of
the Corporation as follows: one hundred million (100,000,000) shares were
allocated to a new class of common stock designated "Tax-Managed U.S. Marketwide
Value Portfolio II Shares."
SECOND: Following the aforesaid classification and allocation, the total
number of shares of stock which the Corporation is authorized to issue is Two
Billion (2,000,000,000) shares, with a par value of One Cent ($.01) per share
and an aggregate par value of Twenty Million Dollars ($20,000,000), and the
allocation of shares of each of the fifteen classes of the Common Stock (each a
"Class" and, collectively, the "Classes") is as follows:
<TABLE>
<CAPTION>
Class Designation Number of Shares of Common Stock
----------------- (par value $.01 per share)
Allocated
---------
<S> <C>
The DFA 6-10 Institutional 100,000,000
Portfolio Shares
The DFA International Value 100,000,000
Portfolio Shares
U.S. Large Cap Value 100,000,000
Portfolio II Shares
<PAGE>
U.S. 6-10 Value 100,000,000
Portfolio II Shares
DFA International Value 100,000,000
Portfolio II Shares
DFA One-Year Fixed Income 100,000,000
Portfolio II Shares
DFA International Value 100,000,000
Portfolio III Shares
U.S. Large Cap Value 100,000,000
Portfolio III Shares
DFA Five-Year Government 100,000,000
Portfolio II Shares
RWB/DFA U.S. High Book to 100,000,000
Market Portfolio Shares
RWB/DFA Two-Year Corporate 100,000,000
Fixed Income Portfolio Shares
RWB/DFA Two-Year Government 100,000,000
Portfolio Shares
DFA International Value 100,000,000
Portfolio IV Shares
Emerging Markets Portfolio II 100,000,000
Shares
Tax-Managed U.S. Marketwide Value 100,000,000
Portfolio II Shares
</TABLE>
THIRD: A description of the shares of each Class, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation, is as follows:
The holder of each share of each Class shall be entitled to one vote for
each full share, and a fractional vote for each fractional share of stock then
standing in his or her name on the
<PAGE>
books of the Corporation. All shares of the Classes then issued and outstanding
and entitled to vote, irrespective of Class, shall be voted in the aggregate and
not by Class, except: (1) when otherwise expressly provided by the Maryland
General Corporation Law; (2) when required the Investment Company Act of 1940,
as amended, shares shall be voted by Class; and (3) when a matter to be voted
upon does not affect any interest of a particular Class then only shareholders
of the affected Class or Classes shall be entitled to vote thereon.
Each share of each Class shall have the following preferences and special
rights, restrictions, and limitations:
(1) All consideration received by the Corporation for the issue or
sale of stock of a Class, together with all assets, income and proceeds
derived from the sale, exchange, or liquidation of assets of such Class,
and any funds or payments derived from any reinvestment thereof, shall
belong to such Class and shall be so recorded upon the books of account of
the Corporation.
(2) The assets of any Class shall be charged with the liabilities of
such Class, and with such share of the general liabilities of the
Corporation as the Board of Directors may determine.
(3) Dividends or distributions on shares of a Class shall be paid
only out of earnings, surplus, or other legally available assets of such
Class.
(4) In the event of the liquidation or dissolution of the
Corporation, stockholders of a Class shall be entitled to receive, as a
Class, out of the assets of the Corporation available for distribution to
stockholders, but other than general assets not belonging to any particular
Class, the asset belonging to such Class; and the assets so distributable
to the stockholders of any Class shall be distributed among such
stockholders in proportion to the number of shares of such Class held by
them and recorded on the books of the Corporation. In the event that there
are any general assets of the Corporation not belonging to any particular
Class and available for distribution, such assets shall be distributed to
the holders of stock of all Classes in proportion to the relative net asset
value of the respective Classes determined as provided in the charter of
the Corporation.
(5) The holders of the shares of stock of the Corporation shall have
no preemptive rights to subscribe to new or additional shares of its stock
or other securities.
FOURTH: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority contained in the charter of the Corporation.
FIFTH: The undersigned Vice President hereby acknowledges these Articles
Supplementary to the charter to be the corporate act of the Corporation and, as
to all matters or facts required to be verified under oath, the undersigned Vice
President acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material
<PAGE>
respects, and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its Vice President and attested to by its
Secretary on this 15th day of December, 1998.
ATTEST: DIMENSIONAL INVESTMENT GROUP
INC.
/S/ IRENE R. DIAMANT By: /S/ MICHAEL T. SCARDINA
- --------------------- -----------------------
Irene R. Diamant, Secretary Michael T. Scardina, Vice President, Chief
Financial Officer and Treasurer
<PAGE>
Exhibit 99.b8
DIMENSIONAL INVESTMENT GROUP INC.
CUSTODIAN AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 8th day of December, 1998 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio, Inc.," a Maryland corporation (the "Fund"), and PNC BANK, N.A.,
formerly known as "Provident National Bank," a national banking association
("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, and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PNC to provide certain custodian services
pursuant to a Custodian Agreement dated July 12, 1991, as amended (the
"Agreement") which as of the date hereof, is in full force and effect; and
WHEREAS, PNC presently provides such services to the existing portfolios
of the Fund, including a new series of the Fund, designated as Tax-Managed U.S.
Marketwide Value Portfolio II, which are listed on Schedule A, attached hereto;
and
WHEREAS, Paragraph 1. of the Agreement provides that PNC shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement 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 Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to the "DFA U.S. Large Cap
Portfolio, Inc." with "Dimensional Investment Group Inc."
(b) replacing all references to "Provident National Bank" with
"PNC Bank, N.A.";
<PAGE>
(c) replacing all references to "Provident" with "PNC";
(d) re-stating Paragraph 1 of the Agreement, to read as
follows:
"1. APPOINTMENT.
The Fund hereby appoints PNC to act as custodian of
the securities of the portfolio securities, cash and
other property belonging to each of the series of
the Fund, as listed on Schedule A, attached hereto,
(the "Portfolios") on the terms set forth in this
Agreement. PNC 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.
(e) re-stating Paragraph 2. of the Agreement to read as
follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished PNC with copies of properly
certified or authenticated copies of each of the
following:
(a) Current resolutions of the Fund's
Board of Directors authorizing the
appointment of PNC as custodian of the
portfolio securities, cash and other
property belonging to each Portfolio
of 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,
as amended;
(d) The Fund's current By-Laws, as
amended;
(e) The current forms of specimen stock
2
<PAGE>
certificates issued on behalf of the
applicable portfolios;
(f) The current Investment Advisory
Agreements between Dimensional Fund
Advisors Inc. ("DFA") and the various
series of the Fund);
(g) The current Sub-Advisory Agreement;
(h) The current Facility Agreement between
DFA and the Fund (the "Facility
Agreement");
(i) The current Distribution Agreement
between the Fund and DFA Securities
Inc. (the "Distribution Agreement");
(j) The current Transfer Agency Agreement
between PFPC Inc. (formerly,
"Provident Financial Processing
Corporation") (the "Transfer Agent")
and the Fund dated as of July 12,
1991, as amended (the "Transfer
Agency Agreement");
(k) The current Administration and
Accounting Services Agreement between
the Transfer Agent and the Fund dated
as of July 12, 1991, as amended (the
"Accounting Services Agreement"); and
(l) The Fund's current Prospectuses and
Statements of Additional Information
relating to each of its Portfolios.
The Prospectuses and Statements of
Additional Information, and all
amendments and supplements thereto
are hereinafter described as the
"Prospectuses."
The Fund agrees to furnish to PNC from time to
time properly certified or authenticated copies
of all amendments or supplements to the
foregoing, as applicable."
3
<PAGE>
(f) re-stating Paragraph 5. (a)(v), to read as follows:
"(v) for the redemption of the Fund's Shares pursuant to
the procedures set forth in the Fund's current
Prospectuses or Written Instructions amending such
procedures."
2. The fee schedules of PNC applicable to the Portfolios shall be as
agreed in writing from time to time.
3. This Addendum supercedes all prior Amendments to the Agreement.
4. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
5. This Addendum may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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
--------------------
Irene R. Diamant
Vice President
PNC BANK, N.A.
By: /S/ JOSEPH GRAMLICH
-------------------
Joseph Gramlich
Senior Vice President
5
<PAGE>
AMENDED AND
RESTATED DECEMBER 8, 1998
APPENDIX A
DIMENSIONAL INVESTMENT GROUP INC.
Name Signature
---- ---------
6
<PAGE>
AMENDED AND
RESTATED DECEMBER 8, 1998
SCHEDULE A
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO (4/93)
U.S. LARGE CAP VALUE PORTFOLIO II (7/94)
U.S. 6-10 VALUE PORTFOLIO II (7/94)
THE DFA INTERNATIONAL VALUE PORTFOLIO (12/93)
DFA INTERNATIONAL VALUE PORTFOLIO II (7/94)
DFA INTERNATIONAL VALUE PORTFOLIO III (12/94)
DFA ONE-YEAR FIXED INCOME PORTFOLIO II (10/94)
U.S. LARGE CAP VALUE PORTFOLIO III (12/94)
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO (3/96)
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO (3/96)
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO (3/96)
EMERGING MARKETS PORTFOLIO II (8/97)
DFA INTERNATIONAL VALUE PORTFOLIO IV (8/97)
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (12/98)
7
<PAGE>
Exhibit 99.b9.1
DIMENSIONAL INVESTMENT GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 8th day of December, 1998 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing Corporation" (the "Transfer Agent").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its securities
are registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC to serve as the Fund's transfer agent,
registrar and dividend disbursing agent, pursuant to a Transfer Agency Agreement
dated July 12, 1991, as amended, (the "Agreement") which, as of the date hereof,
is in full force and effect; and
WHEREAS, PFPC presently provides such services to the existing series of
the Fund, including a new series of the Fund, designated as Tax-Managed U.S.
Marketwide Value Portfolio II, which are listed on Schedule A attached hereto;
and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any class of shares created by the Fund after the date of the
Agreement upon mutual agreement of the Fund and Transfer Agent;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:
1. The Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to the "DFA Large Cap Portfolio Inc."
with "Dimensional Investment Group, Inc.,"
(b) replacing all references to "Provident Financial Processing
Corp." with "PFPC Inc."
<PAGE>
(c) re-stating Paragraph 1 of the Agreement to read 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 each series of shares of
the Fund as listed on Schedule A, attached hereto, (the
"Shares") for the period and on the terms set forth in this
Agreement. 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. 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.
(d) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS. The Fund has furnished the Transfer
Agent with properly certified or authenticated copies 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 of the Fund as provided herein and approving this
Agreement;
(b) Appendix A identifying and containing the signatures of
the Fund's officers authorized to sign stock
certificates on behalf of the applicable portfolios of
shares of the Fund and to execute stock certificates
representing the Shares of such portfolios;
(c) The Fund's Articles of Incorporation, and all
amendments, thereto (such Articles of Incorporation, as
presently in effect and as they may from time to time e
amended, are
2
<PAGE>
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 investment advisory agreements between
Dimensional Fund Advisors Inc. ("DFA") and the
Portfolios of the Fund);
(f) The current Facility Agreement between DFA and the Fund
(the "Facility Agreement");
(g) The current Administration and Accounting Services
Agreement between the Transfer Agent and the Fund dated
as of July 12, 1991, (the "Accounting Services
Agreement"); and
(h) The Fund's current Prospectuses and Statements of
Additional Information relating to each of the Shares.
The Prospectuses and Statements of Additional
Information, and all amendments and supplements
thereto, are hereinafter described as the "Prospectus."
The Fund agrees to furnish to the Transfer Agent from time to
time with properly certified or authenticated copies of all
amendments or supplements to the foregoing, if any."
(e) re-stating Paragraph 7 to read as follows:
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
3
<PAGE>
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 current Prospectus, 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."
(f) re-stating Paragraph 19 to read as follows:
"19. DURATION AND TERMINATION. This Agreement shall continue
in effect from year-to-year, as long as such Agreement
is approved by the Fund's Board of Directors. 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."
2. The fee schedules of the Transfer Agent applicable to the
Portfolios shall be agreed to in writing, from time to time.
3. This Addendum supercedes all prior Amendments to the
Agreement.
4. In all other respects, the Agreement shall remain unchanged
and in full force and effect.
4
<PAGE>
5. This Addendum may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number 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
--------------------
Irene R. Diamant
Vice President
PFPC INC.
By: /S/ JOSEPH GRAMLICH
--------------------
Joseph Gramlich
Senior Vice President
5
<PAGE>
AMENDED AND RESTATED
DECEMBER 8, 1998
APPENDIX A
DIMENSIONAL INVESTMENT GROUP INC.
Name Signature
---- ---------
6
<PAGE>
AMENDED AND RESTATED
DECEMBER 8, 1998
SCHEDULE A
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
THE DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
DFA ONE-YEAR FIXED INCOME PORTFOLIO II
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
7
<PAGE>
Exhibit 99.b9.2
DIMENSIONAL INVESTMENT GROUP INC.
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 8th day of December, 1998 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio, Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing Corporation," a Delaware corporation
Corp." ("PFPC").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act");
WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated July 12, 1991 (the "Agreement") which, as of the date hereof, is
in full force and effect; and
WHEREAS, PFPC presently provides such services to the existing series of
shares of the Fund, including a new series of the Fund, designated as
Tax-Managed U.S. Marketwide Value Portfolio II, which are listed on Schedule B,
attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any portfolio organized by the Fund after the date of the Agreement
as agreed to in writing by PFPC and the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound thereby, the parties agree:
1. The Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to the "DFA Large Cap Portfolio Inc."
with "Dimensional Investment Group Inc.,"
<PAGE>
(b) replacing all references to "Provident Financial Processing
Corporation" with "PFPC Inc."
(c) re-stating Paragraph 1. of the Agreement to read as follows:
"1. APPOINTMENT.
The Fund hereby appoints PFPC to provide certain administrative
and accounting services to each series of the Fund as listed on
Schedule A, attached hereto, (the "Portfolios") 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 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 organized by the
Fund after the date hereof as agreed in writing by the Fund and
PFPC.
(d) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished PFPC with properly certified or
authenticated copies of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC to provide certain
administrative and accounting services for the Fund as
provided herein 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
2
<PAGE>
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 investment advisory agreements between
Dimensional Fund Advisors Inc. ("DFA") and the Fund
(the "Advisory Agreements");
(f) The Custodian Agreement between PNC Bank, N.A.
(formerly Provident National Bank) and the Fund dated
as of July 12, 1991 (the "Custodian Agreement");
(g) The Transfer Agent Agreement between PFPC Inc.
(formerly Provident Financial Processing Corporation)
and the Fund dated July 12, 1991 (the "Transfer Agency
Agreement"); and
(h) The Fund's most recent registration statement on Form
N-1A under the 1933 Act and 1940 Act, as filed with the
U.S. Securities and Exchange Commission (the "SEC") on
December 8, 1998, relating to shares of the Fund's
common stock ("Shares") and all amendments thereto; and
(i) The current Prospectuses and Statements of Additional
Information relating to each Portfolio. The
Prospectuses and Statements of Additional Information,
and all amendments and supplements thereto are
hereinafter described as the "Prospectuses."
The Fund will furnish PFPC from time to time with copies,
properly certified or authenticated, of all amendments or
supplements to the foregoing, if any."
(e) re-stating Paragraph 5(a)(15) to read as follows:
3
<PAGE>
"Consistent with the requirements of the Prospectuses relating
to each Portfolios of the Fund, 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;"
(f) re-stating Paragraph 15 to read as follows:
"15. DURATION AND TERMINATION.
This Agreement shall continue in effect from year-to-year,
as long as such Agreement is annually approved by the Fund's
Board of Directors. 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."
(g) re-stating Paragraph 19 to read as follows:
"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 PNC or PNC
Financial Corporation 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."
2. The fee schedules of PFPC applicable to the Portfolios shall be as
agreed in writing, from time to time.
4
<PAGE>
3. This Addendum supercedes all prior Amendments to the Agreement.
4. In all other respects, the Agreement shall remain unchanged and in full
force and effect.
5. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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
---------------------------
Irene R. Diamant
Vice President
PFPC INC.
By: /S/ JOSEPH GRAMLICH
---------------------------
Joseph Gramlich
Senior Vice President
6
<PAGE>
AMENDED AND RESTATED
DECEMBER 8, 1998
APPENDIX A
DIMENSIONAL INVESTMENT GROUP INC.
I, Irene R. Diamant, Secretary of The DFA Investment Trust Company, a
Delaware business trust (the "Fund"), do hereby certify that:
The following individuals are duly authorized as Authorized Persons to
give Oral Instructions and Written Instructions on behalf of the Fund:
NAME SIGNATURE
---- ---------
7
<PAGE>
AMENDED AND RESTATED
DECEMBER 8, 1998
SCHEDULE B
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
THE DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
DFA ONE-YEAR FIXED INCOME PORTFOLIO II
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
8
<PAGE>
Exhibit 99.b9.3
DIMENSIONAL INVESTMENT GROUP INC.
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 8th day of December, 1998, by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Value Portfolio," Inc., a Maryland corporation (the "Fund"), on behalf of the:
"TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II,"
(the "Tax-Managed Portfolio"), a separate series of the Fund, and DIMENSIONAL
FUND ADVISORS INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940, as amended, and its securities are registered
under the Securities Act of 1933, as amended;
WHEREAS, the Tax-Managed 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
Tax-Managed 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 Tax-Managed Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Tax-Managed Portfolio by the Tax-Managed Portfolio's
custodian, transfer and dividend disbursing agent, printers,
insurance carriers (as well as agents and brokers),
independent accountants, legal counsel and other persons who
provide services to the Fund for the benefit of the
Tax-Managed Portfolio;
(2) assist the Fund to comply with the provisions of applicable
<PAGE>
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Tax-Managed Portfolio (except those that govern
investment of the tax-Managed Portfolio's assets);
(ii) regulate the offering of the Tax-Managed Portfolio's
shares; and
(iii) provide for the taxation of the Tax-Managed Portfolio;
(3) provide the shareholders of the Tax-Managed Portfolio with
such information regarding the operation and affairs of the
Tax-Managed Portfolio, and their investment in its shares,
as they or the Fund may reasonably request;
(4) assist the Tax-Managed 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 Tax-Managed Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Tax-Managed 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
Tax-Managed 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 with respect to the Tax-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Tax-Managed Portfolio
will pay all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. The services to be rendered by the
Administrator as provided in Section 2 of this Agreement will be at no cost to
the Tax-Managed Portfolio; such fee arrangement may be amended, from time to
time, as applicable.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Fund
2
<PAGE>
or in respect of the Tax-Managed 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 with respect to 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 postage-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 Agreement to be
executed and effective on the 8th day of December, 1998.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: /S/REX A. SINQUEFIELD By: /S/ DAVID G. BOOTH
--------------------- ------------------
Rex A. Sinquefield David G. Booth
Chairman-Chief President
Investment Officer
3
<PAGE>
Exhibit 99.b10
Law Office
STRADLEY, RONON, STEVENS & YOUNG, LLP
30 Valley Stream Parkway
Malvern, Pennsylvania 19355-1481
(640) 640-5800
Direct Dial: (610) 640-5801
January 12, 1999
Board of Directors
Dimensional Investment Group Inc.
1199 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Gentlemen:
We have examined the Articles of Incorporation ("Articles") of
Dimensional Investment Group Inc. (the "Fund"), a corporation organized under
Maryland law, and its by-laws, both as amended to date, the registration
statement filed by the Fund under the Securities Act of 1933, as amended
("Registration Statement"), and such records of the corporate proceedings as we
deem material to this opinion.
As of the date hereof: (i) the Fund is authorized to issue an aggregate
of 2,000,000,000 shares of common stock, of a par value of $0.01 per share; and
(ii) in accordance with authority provided in the Articles, the board of
directors has divided the authorized shares of common stock into the following
15 classes, and has authorized each such class to issue the number of shares set
forth below.
The DFA 6-10 Institutional Portfolio Shares 100,000,000 shares;
The DFA International Value Portfolio Shares 100,000,000 shares;
U.S. 6-10 Value Portfolio II Shares 100,000,000 shares;
U.S. Large Cap Value Portfolio II Shares 100,000,000 shares
DFA International Value Portfolio II Shares 100,000,000 shares;
DFA One-Year Fixed Income Portfolio II Shares 100,000,000 shares;
U.S. Large Cap Value Portfolio III Shares 100,000,000 shares
DFA International Value Portfolio III Shares 100,000,000 shares;
<PAGE>
Board of Directors
Dimensional Investment Group Inc.
January 12, 1999
RWB/DFA High Book to Market Portfolio Shares 100,000,000 shares;
RWB/DFA Two-Year Corporate Fixed Income
Portfolio Shares 100,000,000 shares;
RWB/DFA Two-Year Government Fixed
Income Portfolio Shares 100,000,000 shares
DFA International Value Portfolio IV Shares 100,000,000 shares;
Emerging Markets Portfolio II Shares 100,000,000 shares; and
Tax-Managed U.S. Marketwide Value
Portfolio II Shares 100,000,000 shares.
Based upon the above-described examination, it is our opinion that as
long as the Fund remains a corporation in good standing under the laws of the
state of Maryland, the authorized but unissued shares of each class of stock
listed above, when issued for the consideration established by the board of
directors, as described in the Registration Statement, will be, under the law of
the state of Maryland, legally issued, fully-paid, non-assessable outstanding
shares of common stock of the Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference therein to us as counsel who have
rendered this opinion.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ STEPHEN W. KLINE
----------------------------------
Stephen W. Kline
SWK/cgm
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the reference to our firm under the captions "Financial
Highlights" in the prospectus and "Financial Statements" in the Statement of
Additional Information constituting part of the Post Amendment No. 21 (File
No. 33-33980) under the Securities Act of 1933 and Post Effective Amendment
No. 22 (File No. 811-6067) under the Investment Company Act of 1940 to the
Registration Statement on Form N-1A of Dimensional Investment Group Inc. (the
"Fund") relating to the DFA International Value Portfolio.
PricewaterhouseCoopers, LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 26, 1999
