<PAGE>
File No. 33-33980
File No. 811-6067
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 31 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 32 [X]
(Check appropriate box or boxes.)
DIMENSIONAL INVESTMENT GROUP INC.
............................................................
(Exact Name of Registrant as Specified in Charter)
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401
.................................................................
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code (310) 395-8005
..................................................................
Irene R. Diamant, Vice President and Secretary
Dimensional Investment Group Inc.
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
...................................................................
(Name and Address of Agent for Service)
Please send copies of all communications to:
Stephen W. Kline, Esquire
Stradley, Ronon, Stevens & Young, LLP
Great Valley Corporate Center
30 Valley Stream Parkway
Malvern, PA 19355
(610) 640-5801
It is proposed that this filing will become effective (check appropriate box):
..... immediately upon filing pursuant to paragraph (b).
..... on (date) pursuant to paragraph (b)
..... 60 days after filing pursuant to paragraph (a)(1)
..... on (date) pursuant to paragraph (a)(1)
..X.. 75 days after filing pursuant to paragraph (a)(2)
..... on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
..... This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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The Trustees and principal officers of The DFA Investment Trust Company also
have executed this registration statement.
Title of Securities Being Registered
...........................................................
Dividend-Managed U.S. Marketwide Value Portfolio II
Dividend-Managed U.S. Marketwide Value Complement Portfolio II
Dividend-Managed U.S. Large Company Portfolio II
Dividend-Managed U.S. Large Company Complement Portfolio II
<PAGE>
P R O S P E C T U S
AUGUST -, 2000
PLEASE CAREFULLY READ THE IMPORTANT INFORMATION IT CONTAINS BEFORE INVESTING.
DIMENSIONAL INVESTMENT GROUP INC.
The mutual fund described in this Prospectus offers a variety of investment
portfolios. Each of the Portfolios described in this Prospectus: - Has its
own investment objective and policies, and is the equivalent of a separate
mutual fund. - Is generally available only to institutional investors and
clients of registered investment advisors. - Does not charge sales
commissions or "loads". - Is designed for long-term investors.
- Is designed exclusively for on-line investors.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIOS
Dividend-Managed U.S. Marketwide Value Portfolio II
Dividend-Managed U.S. Marketwide Value Complement Portfolio II
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIOS
Dividend-Managed U.S. Large Company Portfolio II
Dividend-Managed U.S. Large Company Complement Portfolio II
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY.........................................................
HIGHLIGHTS ABOUT ALL THE PORTFOLIOS....................................
MANAGEMENT.............................................................
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS............................
OTHER RISKS............................................................
PERFORMANCE.................................................................
FEES AND EXPENSES...........................................................
HIGHLIGHTS..................................................................
MANAGEMENT AND ADMINISTRATIVE SERVICES.................................
DIVIDEND POLICY........................................................
PURCHASE, VALUATION AND REDEMPTION OF SHARES ..........................
ELECTRONIC SHAREHOLDER INFORMATION.....................................
INVESTMENT OBJECTIVES AND POLICIES..........................................
PORTFOLIO CONSTRUCTION.................................................
PORTFOLIO TRANSACTIONS.................................................
DIVIDEND AND TAX MANAGEMENT STRATEGIES......................................
PORTFOLIO TRANSACTIONS......................................................
SECURITIES LOANS............................................................
DEVIATION FROM MARKET CAPITALIZATION WEIGHTING..............................
MANAGEMENT OF THE FUNDS.....................................................
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES............................
ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS.........................
PURCHASE OF SHARES..........................................................
CASH PURCHASES.........................................................
IN-KIND PURCHASES......................................................
VALUATION OF SHARES.........................................................
NET ASSET VALUE........................................................
PUBLIC OFFERING PRICE..................................................
EXCHANGE OF SHARES..........................................................
REDEMPTION OF SHARES........................................................
REDEMPTION PROCEDURE...................................................
REDEMPTION OF SMALL ACCOUNTS...........................................
IN-KIND REDEMPTIONS....................................................
THE MASTER-FEEDER STRUCTURE.................................................
SERVICE PROVIDERS...........................................................
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RISK/RETURN SUMMARY
HIGHLIGHTS ABOUT ALL THE PORTFOLIOS
- - A Master Fund buys THE PORTFOLIOS HAVE SPECIAL STRUCTURES: The
securities Portfolios do not buy individual securities
directly. A directly. Instead, they invest in corresponding
corresponding mutual funds called "Master Funds." Master Funds
Portfolio invests in in turn purchase stocks, bonds and/or other
the Master Fund's securities.
shares. The two
have the same gross POSSIBLE COMPLICATIONS: The Master-Feeder
investment returns. structure is relatively new and more complex. As a
result, a Portfolio might encounter operational or
other complications. While this structure is
designed to reduce costs, it may not do so.
MANAGEMENT: Dimensional Fund Advisors Inc. (the
"Advisor") is the investment manager for each Master
Fund. (A Portfolio does not need an investment
manager.)
EQUITY INVESTMENT APPROACH: The Advisor believes that
equity investing should involve a long-term view and
a focus on asset class (e.g., small company stocks)
selection, not stock picking. It places priority on
limiting expenses, portfolio turnover, and trading
costs. Many other investment managers concentrate on
reacting to price movements and choosing individual
securities.
NO MARKET TIMING OR STOCK PICKING: In contrast to
some other managers, the Advisor does not take
defensive positions in anticipation of negative
investment conditions, or try to pick potentially
outperforming securities.
Generally, the Advisor structures a portfolio by:
1. Selecting a starting universe of securities
(for example, all publicly traded U.S.
common stocks).
2. Creating a sub-set of companies meeting the
Advisor's investment guidelines.
3. Excluding certain companies after analyzing
various factors (for example, solvency).
4. Purchasing stocks so the portfolio is
generally market cap weighted.
- - MARKET CAPITALIZATION The Master Funds in which the Portfolios invest use
MEANS the number of a market capitalization segmentation approach.
shares of a company's Broadly speaking, this technique involves:
stock outstanding
times price per share.
1. Dividing all the companies traded on the New
York Stock Exchange ("NYSE") into 10 groups
or "deciles" based on market capitalization.
Stocks in decile 1 have the biggest market
capitalizations and those in decile 10, the
smallest.
- - Market 2. Combining two or more of these deciles into
capitalization a market cap segment or range.
weighted means the
amount of a stock in 3. Generally, considering a stock (it may not
an index or necessarily be NYSE traded) for purchase
portfolio is keyed only if its market capitalization falls
to that stock's within the range created.
market
capitalization The Master Funds in which the Dividend-Managed U.S.
compared to all Marketwide Value Portfolios invest purchase value
eligible stocks. stocks with market caps in the range defined by
The higher the stocks in NYSE deciles 1 through 8.
stock's relative
market cap, the
greater its
representation.
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The Master Funds in which the Dividend-Managed U.S.
Large Company Portfolios invest purchase stocks
with market caps in the range defined by stocks in
NYSE deciles 1 through 5.
- - Shareholders of the DIVIDEND AND TAX MANAGEMENT STRATEGIES:
Dividend-Managed
Portfolios described DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
in this Prospectus, ("DM MARKETWIDE VALUE PORTFOLIO II")
except the DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II
Complement ("DM LARGE COMPANY PORTFOLIO II")
Portfolios, may pay
less taxes while they The Advisor's dividend and tax management strategies
hold their shares. for the Master Funds in which the DM
However, they will Marketwide Value Portfolio II and the
still have to pay DM Large Company Portfolio II
taxes if they sell invest are designed to achieve long-term capital
their shares at a appreciation while minimizing taxable income
profit. distributions to shareholders.
The Advisor generally buys and sells
these Master Funds' portfolio securities with the
goals of:
1. Minimizing dividend income distributions.
2. Delaying and controlling the realization of
net capital gains (e.g., appreciated stocks
might be sold later).
3. Maximizing the extent to which any realized
net capital gains are long-term in nature
(i.e., taxable at lower capital gains tax
rates).
- - The Complement DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT
Portfolios invest in PORTFOLIO II ("DM MARKETWIDE VALUE COMPLEMENT
Master Funds which PORTFOLIO II")
will invest in those DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT
eligible securities PORTFOLIO II ("DM LARGE COMPANY COMPLEMENT PORTFOLIO
that are relatively II")
high-dividend
yielding. The Advisor's dividend strategies for the Master
Funds in which the DM Marketwide
Complement Portfolio II and the DM
Large Company Complement Portfolio II invest are
designed to maximize dividend income. The Advisor
generally buys and sells these Master Funds'
portfolio securities with the goal of maximizing
dividend income.
HOW THE MASTER FUNDS IN WHICH THE NON-COMPLEMENT
PORTFOLIOS AND COMPLEMENT PORTFOLIOS INVEST DIFFER:
The Master Funds in which the non-Complement
Portfolios invest will invest in the eligible
securities that are non-dividend and low-dividend
yielding. In contrast, the Master Funds in which the
Complement Portfolios invest will invest in the
eligible securities that are high-dividend yielding.
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
MARKET RISK - ALL PORTFOLIOS: Even a long-term
investment approach cannot guarantee a profit.
Economic, political and issuer specific events will
cause the value of securities, and the Master Funds
that own them, and, in turn, the Portfolios to rise
or fall. Although securities of larger companies
fluctuate relatively less, economic, political and
issuer specific events will cause the value of all
securities to fluctuate.
SMALL COMPANY RISK - DM MARKETWIDE VALUE PORTFOLIOS:
Securities of small firms are often less liquid than
those of large companies. As a result, small company
stocks may fluctuate relatively more in price.
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- - "VALUE STOCKS": DM MARKETWIDE VALUE PORTFOLIO II
Compared to other
stocks, value stocks - INVESTMENT OBJECTIVE: Long-term capital
sell for low prices appreciation while minimizing income
relative to their dividends and controlling capital gains
earnings, dividends distributions.
and book value. -
INVESTMENT STRATEGY: Buy a Master Fund that
purchases non-dividend and low-dividend
- - In selecting value yielding value stocks of United States
stocks, the Advisor companies within market deciles 1 through
primarily considers 8 on a market capitalization weighted basis
price relative to and which follows a policy of controlling
book value. capital gains distributions.
DM MARKETWIDE VALUE COMPLEMENT
PORTFOLIO II
- INVESTMENT OBJECTIVE: Long-term capital
appreciation while maximizing dividend
income.
- INVESTMENT STRATEGY: Buy a Master Fund that
purchases relatively high-dividend yielding
value stocks of United States companies
within market deciles 1 through 8 on a
market capitalization weighted basis.
DM LARGE COMPANY PORTFOLIO II
- INVESTMENT OBJECTIVE: Long-term capital
appreciation while minimizing income
dividends and controlling capital gains
distributions.
- INVESTMENT STRATEGY: Buy a Master Fund that
purchases non-dividend and low-dividend
yielding stocks of United States companies
within market deciles 1 through 5 on a
market capitalization weighted basis
and which follows a policy of controlling
capital gains distributions.
DM LARGE COMPANY COMPLEMENT PORTFOLIO II
- INVESTMENT OBJECTIVE: Long-term capital
appreciation while maximizing dividend
income.
- INVESTMENT STRATEGY: Buy a Master Fund that
purchases relatively high-dividend
yielding stocks of United States companies
within market deciles 1 through 5 on a
market capitalization weighted basis.
OTHER RISKS
DERIVATIVES:
Derivatives are securities, such as futures
contracts, whose value is derived from that of other
securities or indices. Derivatives can be used for
hedging (attempting to reduce risk by offsetting one
investment position with another) or speculation
(taking a position in the hope of increasing return).
Hedging with derivatives may increase expenses, and
there is no guarantee that a hedging strategy will
work.
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SECURITIES LENDING:
The Master Funds may lend their portfolio securities
to generate additional income. If they do so, they
will use various strategies (for example, only making
fully collateralized and bank guaranteed loans) to
reduce related risks.
PERFORMANCE
The Portfolios and Master Funds are new, so no
performance information is shown for them.
-4-
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FEES AND EXPENSES
This table describes the fees and expenses you may pay if you buy and hold
shares of the Portfolios.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT): NONE
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)
<TABLE>
<CAPTION>
TOTAL
ANNUAL
ANNUAL FUND OPERATING EXPENSES MANAGEMENT OTHER OPERATING
(AS A PERCENTAGE OF AVERAGE NET ASSETS) FEE (1) EXPENSES (2) EXPENSES
- ----------------------------------------------------------------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
DM Marketwide Value Portfolio II..................... 0.16% 0.35% 0.51%
DM Marketwide Value Complement Portfolio II.......... 0.16% 0.30% 0.46%
DM Large Company Portfolio II........................ 0.16% 0.35% 0.51%
DM Large Company Complement Portfolio II............. 0.16% 0.30% 0.46%
</TABLE>
(1) The "Management Fee" includes an investment advisory fee payable by the
Master Fund and an administration fee payable by the Portfolio.
(2) "Other Expenses" are annualized estimates based on anticipated fees and
expenses through the fiscal year ending November 30, 2000. These
Portfolios and Master Funds have not begun operations as of the date of
this Prospectus.
EXAMPLE
This Example is meant to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
DM Marketwide Value Portfolio II..................... $52 $164
DM Marketwide Value Complement Portfolio II.......... $47 $148
DM Large Company Portfolio II........................ $52 $164
DM Large Company Complement Portfolio II............. $47 $148
</TABLE>
The Example summarizes the aggregate annual operating expenses of both the
Portfolios and the corresponding Master Funds in which the Portfolios invest.
The Portfolios and the corresponding Master Funds are new and, therefore, the
above example is based on estimated expenses for the current fiscal year and
does not extend over five- and ten-year periods.
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HIGHLIGHTS
MANAGEMENT AND ADMINISTRATIVE SERVICES
The Advisor serves as investment advisor to each Master Fund and provides
each Portfolio with certain administrative services. (See "MANAGEMENT OF THE
FUNDS.")
DIVIDEND POLICY
The Portfolios distribute dividends from net investment income quarterly
and distribute any net realized capital gains annually after November 30.
PURCHASE, VALUATION AND REDEMPTION OF SHARES
The shares of the Portfolios are sold at net asset value. The redemption
price of the shares of all of the Portfolios is equal to the net asset value of
their shares. The value of the shares issued by each Portfolio will fluctuate in
relation to the investment experience of the Master Fund in which such Portfolio
invests. (See "PURCHASE OF SHARES," "VALUATION OF SHARES" and "REDEMPTION OF
SHARES.")
ELECTRONIC SHAREHOLDER INFORMATION
The Portfolios are designed specifically for on-line investors in order
to keep costs to a minimum. An investor, when opening an account, must
consent to the acceptance of shareholder information (prospectuses and annual
and semi-annual reports) about the Portfolios through access to the
Portfolio's website at www.dfafunds.com. The Fund expects to have the
capability to deliver information in this fashion in the near future, but in
the interim, the Fund will use standard delivery procedures.
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INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the DM Marketwide Value Portfolio II and the
DM Large Company Portfolio II is to achieve long-term capital appreciation
while minimizing income dividends and controlling capital gains
distributions. The investment objective of the DM Marketwide Value Complement
Portfolio II and the DM Large Company Complement Portfolio II is to achieve
long-term capital appreciation while maximizing dividend income. Each
Portfolio will pursue its investment objective by investing all of its assets
in a Master Fund. The DM Marketwide Value Portfolio II and the DM Marketwide
Value Complement Portfolio II will invest in the DM Marketwide Value Series
and the DM Marketwide Value Complement Series (collectively the "DM
Marketwide Value Master Funds") of The DFA Investment Trust Company (the
"Trust"), respectively. The DM Large Company Portfolio II and the DM Large
Company Complement Portfolio II will invest in the DM Large Company Series
and the DM Large Company Complement Series (collectively the "DM Large
Company Master Funds") of the Trust, respectively. Each Master Fund has the
same investment objective and policies as its respective Portfolio.
PORTFOLIO CONSTRUCTION
To be considered eligible for purchase by a Master Fund, an investment
generally would be the common stock of a company whose market capitalization
falls within the range described by such Master Fund's investment strategy.
The DM Marketwide Value Master Funds will consider eligible for purchase
common stocks of companies whose market capitalizations fall within the range
of market capitalizations of companies in the 1st through 8th deciles of
companies listed on the NYSE. The DM Large Company Master Funds will consider
eligible for purchase the common stocks of companies whose market
capitalizations fall within the range of market capitalizations of companies
in the 1st through 5th deciles of companies listed on the NYSE. Each Master
Fund will purchase securities that are listed on the principal U.S. national
securities exchanges, quoted on NASDAQ and/or traded over the counter
("OTC"). The DM Marketwide Value Series and DM Large Company Series will
minimize income dividend distributions by selecting non-dividend and
lower-dividend yielding securities from the universe of eligible securities
and by following a strategy to control recognition of capital gains.
The DM Marketwide Value Complement Series and the DM Large Company
Complement Series (the "Complement Master Funds") will maximize dividend
income by selecting relatively high-dividend yielding securities from their
respective universes of eligible securities. Because the Complement Master
Funds will focus on stocks which pay high dividends, it is likely that from
time to time each Complement Master Fund will have a significant portion of
its assets in one or more sectors or industries. In focusing on particular
sectors or industries, a Complement Master Fund carries greater risk of
adverse developments in a sector or industry than a Master Fund that always
invests in a wide variety of sectors.
In addition, each DM Marketwide Value Master Fund will ordinarily
invest at least 80% of its assets in a broad and diverse group of readily
marketable common stocks of U.S. companies which the Advisor believes to be
"value" stocks and which are within their market deciles at the time of
purchase. Securities are considered value stocks primarily because the shares
have a high book value in relation to their current market price (a "book to
market ratio"). Generally, a company's shares will be considered to have a
high book to market ratio if the ratio equals or exceeds the ratios of any of
the 30% of companies, with the highest positive book to market ratios, whose
shares are listed on the NYSE. In measuring value, however, the Advisor may
consider additional factors such as a company's cash flow, economic
conditions and developments in the company's industry.
PORTFOLIO TRANSACTIONS
Each Master Fund may, but is not obligated to, sell portfolio
securities when the issuer's market capitalization falls substantially below
that of the issuer with the minimum market capitalization which is then
eligible for purchase by the Master Fund. Each DM Marketwide Value Master
Fund also may, but is not obligated to, sell a portfolio security when its
book to market ratio falls substantially below that of the security with the
lowest such book to market ratio that is then eligible for purchase.
Additionally, each Master Fund, when consistent with other tax management
policies, may sell securities in order to realize capital losses.
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DIVIDEND AND TAX MANAGEMENT STRATEGIES
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE SERIES
("DM MARKETWIDE VALUE SERIES")
DIVIDEND-MANAGED U.S. LARGE COMPANY SERIES
("DM LARGE COMPANY SERIES")
The DM Marketwide Value Series and the DM Large Company Series described
in this Prospectus seek to minimize the impact of federal taxes on investment
returns by selecting non-dividend and lower-dividend yielding securities from
the universe of eligible securities and by managing their portfolios in a
manner that will defer the realization of net capital gains where possible.
The timing of purchases and sales of securities will be managed to minimize
the payment of dividends when possible.
When selling securities, a Master Fund typically will select for sale
the highest cost shares of the specific security in order to minimize the
realization of capital gains. In certain cases, the highest cost shares may
produce a short-term capital gain. Since short-term capital gains generally
are taxed at higher tax rates than long-term capital gains, the highest cost
shares with a long-term holding period may be disposed of instead. Each
Portfolio or Master Fund, when possible, will refrain from disposing of a
security until the long-term holding period for capital gains for tax
purposes has been satisfied. Additionally, each Master Fund, when consistent
with all other tax management policies, may sell securities in order to
realize capital losses. Realized capital losses can be used to offset
realized capital gains, thus reducing capital gains distributions.
In addition to selling practices used among all portfolios managed by
the Advisor, securities may be sold by a Master Fund to another Master Fund
if the securities satisfy the investment/divestment criteria for the
applicable Master Funds. Specifically, for example, the DM Marketwide Value
Series may sell to and buy securities from the Tax-Managed U.S. Marketwide
Value Series, which is also a Series of the Trust. Such sales would be made
to realize losses on securities which would be used to offset gains on other
securities realized by the selling Master Fund. Such transactions are
intended to benefit both Master Funds that are parties to the transaction.
The selling Master Fund will recognize a loss which it can use to offset
realized gains, while the purchasing Master Fund will acquire an eligible
portfolio security, at a current market price, but without payment of
brokerage commissions.
While the Advisor believes this strategy can be both tax and cost
efficient, applicable federal tax law provides for suspension of recognition of
losses and potential disallowance of such losses incurred on the sale of
securities by a Master Fund to another Master Fund if, as of the date of any
sale of a loss security, five or fewer persons own or are considered for tax
purposes to own more than 50% of the outstanding shares of both the selling and
purchasing Master Fund. The Advisor intends to control the number of investors
in each Master Fund in several ways. First, as with all portfolios that the
Advisor manages, it retains the right in its discretion to reject any initial or
additional investment for any reason and to suspend the offering of shares of
any Portfolio. Second, the Advisor intends to offer the shares of each Master
Fund to relatively few institutional investors and anticipates that shares will
be offered primarily to individual investors, thereby creating a substantial
number of shareholders in each Portfolio. Finally, the Advisor intends to
monitor closely all purchases of shares of the Master Funds in order to increase
the probability that the five or fewer shareholder threshold is not violated.
-8-
<PAGE>
Although the Advisor intends to manage the non-Complement Master Funds in a
manner to minimize taxable dividend income each year, the Portfolios may
nonetheless distribute dividends and taxable gains to shareholders. Of course,
realization of capital gains is not entirely within the Advisor's control.
Capital gains distributions may vary considerably from year to year; there will
be no capital gains distributions in years when a Master Fund realizes a net
capital loss. Furthermore, the redeeming shareholders will be required to pay
taxes on their capital gains, if any, on a redemption of a Portfolio's shares,
whether paid in cash or in kind, if the amount received on redemption is greater
than the amount of the shareholder's tax basis in the shares redeemed.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT SERIES
("DM MARKETWIDE VALUE COMPLEMENT SERIES")
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT SERIES
("DM LARGE COMPANY COMPLEMENT SERIES")
The Complement Master Funds described in this Prospectus select
high-dividend yielding securities from their respective universe of eligible
securities. The timing of purchases and sales of securities may be managed to
increase the receipt of dividends when possible.
PORTFOLIO TRANSACTIONS
Securities will generally be eligible for purchase on a market
capitalization weighted basis. Securities will not be purchased or sold based on
the prospects for the economy, the securities markets or the individual issuers
whose shares are eligible for purchase. Securities which have depreciated in
value since their acquisition will not be sold solely because prospects for the
issuer are not considered attractive or due to an expected or realized decline
in securities prices in general. Securities will not be sold to realize
short-term profits, but when circumstances warrant, they may be sold without
regard to the length of time held. Securities, including those eligible for
purchase, may be disposed of, however, at any time when, in the Advisor's
judgment, circumstances warrant their sale, including but not limited to tender
offers, mergers and similar transactions, or bids made for block purchases at
opportune prices. Generally, securities will be purchased with the expectation
that they will be held for longer than one year and will be held until such time
as they are no longer considered an appropriate holding in light of the
investment policy of each Master Fund.
SECURITIES LOANS
All of the Master Funds are authorized to lend securities to qualified
brokers, dealers, banks and other financial institutions for the purpose of
earning additional income, although inasmuch as the Portfolios will only hold
shares of a corresponding Master Fund, these Portfolios do not intend to lend
those shares. While a Master Fund may earn additional income from lending
securities, such activity is incidental to the investment objective of a
Master Fund. The value of securities loaned may not exceed 33 1/3% of the
value of a Master Fund's total assets. In connection with such loans, a
Master Fund will receive collateral which will be maintained at all times in
an amount equal to at least 100% of the current market value of the loaned
securities. In addition, the Master Funds will be able to terminate the loan
at any time and will receive reasonable interest on the loan, as well as
amounts equal to any dividends, interest or other distributions on the loaned
securities. In the event of the bankruptcy of the borrower, the Trust could
experience delay in recovering the loaned securities. Management believes
that this risk can be controlled through careful monitoring procedures.
-9-
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DEVIATION FROM MARKET CAPITALIZATION WEIGHTING
The portfolio structure of each Master Fund involves market capitalization
weighting. Because of the dividend management and tax management strategies
followed by these Master Funds, their securities holdings will deviate from
their market capitalization weightings to a greater extent than
non-Dividend-Managed Portfolios managed by the Advisor. For example, the Advisor
may exclude the stock of a company that meets applicable market capitalization
criteria in order to avoid dividend income, and may sell stock of a company that
meets applicable market capitalization criteria in order to realize a capital
loss. Also, the Master Funds may dispose of securities whenever the Advisor
determines that disposition is consistent with their dividend management
strategies or is otherwise in the best interest of a Master Fund. Deviation from
strict market capitalization weighting may occur for several other reasons.
The Advisor may exclude the stock of a company that meets applicable market
capitalization criterion if the Advisor determines in its best judgment that the
purchase of such stock is inappropriate given other conditions. Deviation also
will occur because the Advisor intends to purchase in round lots only.
Furthermore, the Advisor may reduce the relative amount of any security held
from the level of strict adherence to market capitalization weighting, in order
to retain sufficient portfolio liquidity. A portion, but generally not in excess
of 20% of assets may be invested in interest bearing obligations, such as money
market instruments, thereby causing further deviation from strict market
capitalization weighting. A further deviation may occur due to investments in
privately placed convertible debentures.
Block purchases of eligible securities may be made at opportune prices even
though such purchases exceed the number of shares which, at the time of
purchase, strict adherence to the policy of market capitalization weighting
would otherwise require. In addition, securities eligible for purchase or
otherwise represented in a portfolio may be acquired in exchange for the
issuance of shares. (See "PURCHASE OF SHARES - In Kind Purchases.") While such
transactions might cause a temporary deviation from market capitalization
weighting, they would ordinarily be made in anticipation of further growth of
assets.
Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase take place with
every trade when the securities markets are open for trading due, primarily, to
price fluctuations of such securities. On at least a semi-annual basis, the
Advisor will prepare lists of companies whose stock is eligible for investment
by a Master Fund. Additional investments generally will not be made in
securities which have changed in value sufficiently to be excluded from the
Advisor's then current market capitalization requirement for eligible portfolio
securities. This may result in further deviation from strict market
capitalization weighting. Such deviation could be substantial if a significant
amount of a Master Fund's holdings change in value sufficiently to be excluded
from the requirement for eligible securities, but not by a sufficient amount to
warrant their sale.
MANAGEMENT OF THE FUNDS
Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each Master Fund. As such, the Advisor is responsible for the management of
their respective assets. Investment decisions for all Master Funds are made by
the Investment Committee of the Advisor which meets on a regular basis and also
as needed to consider investment issues. The Investment Committee is composed of
certain officers and directors of the Advisor who are elected annually. The
Advisor provides the Master Funds with a trading department and selects brokers
and dealers to effect securities transactions. Securities transactions are
placed with a view to obtaining best price and execution. The Advisor is
authorized to pay a higher commission to a broker, dealer or exchange member
than another such organization might charge if it determines, in good faith,
that the commission paid is reasonable in relation to the research or brokerage
services provided by such organization. The Advisor's address is 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401.
The Fund and the Trust bear all of their own costs and expenses, including:
services of their independent accountants, legal counsel, brokerage fees,
commissions and transfer taxes in connection with the acquisition and
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disposition of portfolio securities, taxes, insurance premiums, costs incidental
to meetings of their shareholders and directors or trustees, the cost of filing
their registration statements under the federal securities laws and the cost of
any filings required under state securities laws, reports to shareholders, and
transfer and dividend disbursing agency fees, administrative services and
custodian fees. Expenses allocable to a particular Portfolio or Master Fund are
so allocated. The expenses of the Fund which are not allocable to a particular
Portfolio are to be borne by each Portfolio of the Fund on the basis of its
relative net assets. Similarly, the expenses of the Trust which are not
allocable to a particular Master Fund are to be borne by each Master Fund on the
basis of its relative net assets.
The Advisor was organized in May 1981 and is engaged in the business of
providing investment management services to institutional investors. Assets
under management total approximately $36 billion.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
The policy of the Portfolios is to distribute dividends from net
investment income quarterly and any net realized capital gains annually after
November 30.
Shareholders of each of the Portfolios will automatically receive all
income dividends and capital gains distributions in additional shares of the
Portfolio whose shares they hold at net asset value (as of the business date
following the dividend record date), unless as to a Portfolio upon written
notice to the Advisor, the shareholder selects one of the options listed below.
Income Option - to receive income dividends in cash and capital gains
distributions in additional shares at net asset value.
Capital Gains Option - to receive capital gains distributions in cash
and income dividends in additional shares at net asset value.
Cash Option - to receive both income dividends and capital gains
distributions in cash.
Certain investments by a Master Fund may be subject to special rules which
may affect the amount, character and timing of the income to the investing
entity. Some of these rules are referenced in the statement of additional
information. Specifically, prospective investors should consult the statement of
additional information for further information regarding the extent to which
distributions from a Portfolio may be eligible for the dividends received
deduction.
Whether paid in cash or additional shares and regardless of the length of
time a Portfolio's shares have been owned by shareholders who are subject to
U.S. federal income taxes, distributions from long-term capital gains are
taxable as such. Dividends from net investment income or net short-term capital
gains will be taxable as ordinary income, whether received in cash or in
additional shares. For those investors subject to tax, if purchases of shares of
a Portfolio are made shortly before the record date for a dividend or capital
gains distribution, a portion of the investment will be returned as a taxable
distribution. Shareholders are notified annually as to the U.S. federal tax
status of dividends and distributions paid by the Portfolio whose shares they
own.
Dividends which are declared in October, November or December to
shareholders of record in such a month, but which, for operational reasons, may
not be paid to the shareholder until the following January, will be treated for
U.S. federal income tax purposes as if paid by the Portfolio and received by the
shareholder on December 31 of the calendar year in which they are declared.
The sale of shares of a Portfolio is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two Portfolios. Any loss incurred on sale or exchange of a Portfolio's shares,
held for six months or less, will be treated as a long-term capital loss to the
extent of capital gain dividends received with respect to such shares.
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In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions and on sales of shares of a Portfolio.
Distributions of interest income and capital gains realized from certain types
of U.S. government securities may be exempt from state personal income taxes.
A Portfolio is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on the account registration form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.
The tax discussion set forth above is included for general information
only. Prospective investors should consult the statement of additional
information. Prospective investors should also consult their own tax advisers
concerning the federal, state, local or foreign tax consequences of an
investment in a Portfolio.
ELECTRONIC SHAREHOLDER INFORMATION AND TRANSACTIONS
In order to keep costs to the Fund to a minimum, an investor, when
opening an account, must consent to the acceptance of shareholder information
about the Portfolios through email and access to the Portfolios' website at
www.dfafunds.com. An investor will be notified when a prospectus amendment or
annual or semi-annual report has been made available on the Portfolios'
website.
The Portfolios may choose to deliver paper-based shareholder information
in certain circumstances at no extra cost to the investor once the Fund
implements its system of electronic delivery of materials. If an investor
calls or e-mails the Portfolios to request paper-based shareholder
information, or revokes consent to receive all shareholder information
electronically, the Portfolio will deliver such information and the investor
may be charged a fee of up to $15 per year to cover the costs of printing,
shipping and handling. Shareholder information includes prospectuses and
annual and semi-annual reports.
The Portfolios' website address is www.dfafunds.com. The current
prospectus and annual and semi-annual reports will be readily available for
viewing and printing on the website.
PURCHASE OF SHARES
Purchases of shares will be made in full and fractional shares calculated
to three decimal places. In the interest of economy and convenience,
certificates for shares will not be issued.
Investors may purchase shares of any Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment. All
investments are subject to approval of the Advisor, and all investors must
complete and submit the necessary account registration forms in good order. The
Fund reserves the right to reject any initial or additional investment and to
suspend the offering of shares of any Portfolio.
"Good order" with respect to the purchase of shares means that (1) a fully
completed and properly signed Account Registration Form and any additional
supporting legal documentation required by the Advisor has been received in
legible form and (2) the Advisor has been notified of the purchase by telephone
and, if the Advisor so requests, also in writing, no later than the close of
regular trading on the NYSE (ordinarily 1:00 p.m. PST) on the day of the
purchase. If an order to purchase shares must be canceled due to nonpayment, the
purchaser will be responsible for any loss incurred by the Fund arising out of
such cancellation. To recover any such loss, the Fund reserves the right to
redeem shares owned by any purchaser whose order is canceled, and such purchaser
may be prohibited or restricted in the manner of placing further orders.
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CASH PURCHASES
Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (Federal Funds)
by wire to PNC Bank, N.A. for the account of Dimensional Investment Group Inc.
(specify Portfolio). Additional investments also may be made through the wire
procedure by first notifying the Advisor. Investors who wish to purchase shares
of any Portfolio by check should send their check to Dimensional Investment
Group Inc., c/o PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809.
Payment of the total amount due should be made in U.S. dollars. Subject to
approval by the Advisor, payment may be made in any freely convertible currency
and the necessary foreign exchange transactions will be arranged on behalf of,
and at the expense of, the applicant. Applicants settling in any currency other
than U.S. dollars are advised that a delay in processing a purchase or
redemption may occur to allow for currency conversion.
Shares may also be purchased and sold by individuals through securities
firms which may charge a service fee or commission for such transactions. No
such fee or commission is charged on shares which are purchased or redeemed
directly from the Fund. Investors who are clients of investment advisory
organizations may also be subject to investment advisory fees under their own
arrangements with such organizations.
IN-KIND PURCHASES
If accepted by the Fund, shares of the Portfolios may be purchased in
exchange for securities which are eligible for acquisition by the Master Funds
as described in this prospectus. Securities to be exchanged which are accepted
by the Fund and Fund shares to be issued therefore will be valued as set forth
under "VALUATION OF SHARES" at the time of the next determination of net asset
value after such acceptance. All dividends, interest, subscription, or other
rights pertaining to such securities shall become the property of the Portfolio
whose shares are being acquired and must be delivered to the Fund by the
investor upon receipt from the issuer.
The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included, or otherwise represented in the corresponding Master Fund and current
market quotations are readily available for such securities; (2) the investor
represents and agrees that all securities offered to be exchanged are not
subject to any restrictions upon their sale by the Portfolio or Master Fund
under the Securities Act of 1933 or under the laws of the country in which the
principal market for such securities exists, or otherwise; and (3) at the
discretion of the Fund, the value of any such security (except U.S. Government
securities) being exchanged together with other securities of the same issuer
owned by the Master Fund may not exceed 5% of the net assets of the Portfolio or
Master Fund immediately after the transaction. The Fund will accept such
securities for investment.
A gain or loss for federal income tax purposes will generally be realized
by investors who are subject to federal taxation upon the exchange depending
upon the cost of the securities. Investors interested in such exchanges should
contact the Advisor.
VALUATION OF SHARES
NET ASSET VALUE
The net asset value per share of each Portfolio is calculated as of the
close of the NYSE by dividing the total market value of the Portfolio's
investments in the Master Fund and other assets, less any liabilities, by the
total outstanding shares of the Portfolio. The net asset value per share of each
corresponding Master Fund is calculated as of the close of the NYSE by dividing
the total market value of the Master Fund's investments and other assets, less
any liabilities, by the total outstanding shares of the Master Fund. The value
of the shares of the Portfolios will fluctuate in relation to the investment
experience of the Master Funds in which such Portfolios invest. Securities held
by the Master Funds which are listed on a securities exchange and for which
market quotations are available are valued at the last quoted sale price of the
day. If there is no such reported sale, such securities are valued at the
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mean between the most recent quoted bid and asked prices. Price information
on listed securities is taken from the exchange where the security is
primarily traded. Securities issued by open-end investment companies, such as
the Master Funds, are valued using their respective net asset values for
purchase orders placed at the close of the NYSE. Unlisted securities for
which market quotations are readily available are valued at the mean between
the most recent bid and asked prices. The value of other assets and
securities for which no quotations are readily available (including
restricted securities) are determined in good faith at fair value in
accordance with procedures adopted by the Board of Directors.
Provided that the transfer agent has received the investor's Account
Registration Form in good order and the custodian has received the investor's
payment, shares of the Portfolio selected will be priced at the public offering
price calculated next after receipt of the investor's funds by the custodian.
The transfer agent or the Fund may from time to time appoint a sub-transfer
agent for the receipt of purchase orders and funds from certain investors. With
respect to such investors, the shares of the Portfolio selected will be priced
at the public offering price calculated after receipt of the purchase order by
the sub-transfer agent. The only difference, between a normal purchase and a
purchase through a sub-transfer agent is that if the investor buys shares
through a sub-transfer agent, the purchase price will be the public offering
price next calculated after the sub-transfer agent receives the order, rather
than on the day the custodian receives the investor's payment (provided that the
sub-transfer agent has received the investor's purchase order in good order).
PUBLIC OFFERING PRICE
Management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of the Portfolios is minimal and, therefore,
the shares of the Portfolios are currently sold at net asset value, without
imposition of a fee that would be used to reimburse a Portfolio for such cost
("reimbursement fee"). Reimbursement fees may be charged prospectively from time
to time based upon the future experience of the Portfolios and their
corresponding Master Funds. Any such charges will be described in the
prospectus.
EXCHANGE OF SHARES
Investors may exchange shares of one Portfolio for those of another
Portfolio by first contacting the Advisor at (310) 395-8005 to notify the
Advisor of the proposed exchange and then completing a letter of instruction and
mailing it to:
Dimensional Investment Group Inc.
Attn: Client Operations
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
The minimum amount for an exchange is $100,000. Exchanges are accepted into
or from any of the Portfolios offered in this prospectus. Such exchange is
subject to any applicable reimbursement fee charged by a Portfolio in connection
with the sale of its shares.
Investors in any Portfolio eligible for the exchange privilege also may
exchange all or part of their Portfolio shares into portfolios of Dimensional
Investment Group Inc., subject to the minimum purchase requirement set forth in
the applicable portfolio's prospectus. Investors may contact the Advisor at the
above-listed phone number for more information on such exchanges and to request
a copy of the prospectuses of the portfolios of Dimensional Investment Group
Inc.
The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Portfolios or otherwise adversely affect the Fund, any
proposed exchange will be subject to the approval of the Advisor. Such approval
will depend on: (i) the size of the proposed exchange; (ii) the prior number of
exchanges by that shareholder; (iii) the nature of the underlying securities and
the cash position of the
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Portfolios involved in the proposed exchange; (iv) the transaction costs
involved in processing the exchange; and (v) the total number of redemptions by
exchange already made out of a Portfolio. Excessive use of the exchange
privilege is defined as any pattern of exchanges among portfolios by an investor
that evidences market timing.
The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Advisor has received a letter of instruction in good order, plus any applicable
reimbursement fee on purchases by exchange. "Good order" means a completed
letter of instruction specifying the dollar amount to be exchanged, signed by
all registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, proof of authority and a guarantee of the
signature of each registered owner by an "eligible guarantor institution." Such
institutions generally include national or state banks, savings associations,
savings and loan associations, trust companies, savings banks, credit unions and
members of a recognized stock exchange. Exchanges will be accepted only if the
shares of the Portfolio being acquired are registered in the investor's state of
residence.
There is no fee imposed on an exchange. However, the Fund reserves the
right to impose an administrative fee in order to cover the costs incurred in
processing an exchange. Any such fee will be disclosed in the prospectus. An
exchange is treated as a redemption and a purchase. Therefore, an investor could
realize a taxable gain or a loss on the transaction. The Fund reserves the right
to revise or terminate the exchange privilege, waive the minimum amount
requirement, limit the amount of or reject any exchange, as deemed necessary, at
any time.
REDEMPTION OF SHARES
REDEMPTION PROCEDURE
Investors who desire to redeem shares of a Portfolio must first contact the
Advisor at (310) 395-8005. Each Portfolio will redeem shares at the net asset
value of such shares next determined after receipt of a written request for
redemption in good order, by the transfer agent. "Good order" means that the
request to redeem shares must include all necessary documentation, to be
received in writing by the Advisor no later than the close of regular trading on
the NYSE (ordinarily 1:00 p.m. PST), including but not limited to: the stock
certificate(s), if issued; a letter of instruction or a stock assignment
specifying the number of shares or dollar amount to be redeemed, signed by all
registered owners (or authorized representatives thereof) of the shares; and, if
the Fund does not have on file the authorized signatures for the account, proof
of authority and a guarantee of the signature of each registered owner by an
eligible guarantor institution; and any other required supporting legal
documents. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion (STAMP), Stock Exchanges Medallion Program (SEMP) and New York
Stock Exchange, Inc. Medallion Signature Program (MSP). Signature guarantees
which are not a part of these programs will not be accepted.
Shareholders redeeming shares who have authorized redemption payment by
wire in writing, may request that redemption proceeds be paid in federal funds
wired to the bank they have designated in writing. The Fund reserves the right
to send redemption proceeds by check in its discretion. A shareholder may
request overnight delivery of such check at the shareholder's own expense. If
the proceeds are wired to the shareholder's account at a bank which is not a
member of the Federal Reserve System, there could be a delay in crediting the
funds to the shareholder's bank account. The Fund reserves the right at any time
to suspend or terminate the redemption by wire procedure after prior
notification to shareholders. No fee is charged for redemptions. The redemption
of all shares in an account will result in the account being closed. A new
Account Registration Form will be required for future investments. (See
"PURCHASE OF SHARES.")
Although the redemption payments will ordinarily be made within seven days
after receipt, payment to investors redeeming shares which were purchased by
check will not be made until the Fund can verify that the
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payments for the purchase have been, or will be collected, which may take up to
fifteen days or more. Investors may avoid this delay by submitting a certified
check along with the purchase order.
REDEMPTION OF SMALL ACCOUNTS
With respect to each Portfolio, the Fund reserves the right to redeem a
shareholder's account if the value of the shares in a specific Portfolio is $500
or less, whether because of redemptions, a decline in the Portfolio's net asset
value per share or any other reason. Before the Fund involuntarily redeems
shares from such an account and sends the proceeds to the shareholder, the Fund
will give written notice of the redemption to the shareholder at least sixty
days in advance of the redemption date. The shareholder will then have sixty
days from the date of the notice to make an additional investment in order to
bring the value of the shares in the account for a specific Portfolio to more
than $500 and avoid such involuntary redemption. The redemption price to be paid
to a shareholder for shares redeemed by the Fund under this right will be the
aggregate net asset value of the shares in the account at the close of business
on the redemption date.
IN-KIND REDEMPTIONS
When in the best interests of a Portfolio, the Portfolio may make a
redemption payment, in whole or in part, by a distribution of portfolio
securities that the Portfolio receives from the Master Fund in lieu of cash. The
Portfolios and Master Funds are also authorized to make redemption payments
solely by a distribution of portfolio securities (or a combination of securities
and cash) when it is determined by the Advisor to be consistent with the tax
management strategies described in this prospectus. Such distributions will be
made in accordance with the federal securities laws and regulations governing
mutual funds. Investors may incur brokerage charges and other transaction costs
when selling securities that were received in payment of redemptions.
THE MASTER-FEEDER STRUCTURE
Other institutional investors, including other mutual funds, may invest in
each Master Fund. The expenses of such other funds and, correspondingly, their
returns may differ from those of the Portfolios. Please contact The DFA
Investment Trust Company at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401, (310) 395-8005 for information about the availability of investing in a
Master Fund other than through a Portfolio.
The aggregate amount of expenses for a Portfolio and the corresponding
Master Fund may be greater than it would be if the Portfolio were to invest
directly in the securities held by the corresponding Master Fund. However, the
total expense ratios for the Portfolios and the Master Funds are expected to be
less over time than such ratios would be if the Portfolios were to invest
directly in the underlying securities. This arrangement enables various
institutional investors, including the Portfolios, to pool their assets, which
may be expected to result in economies by spreading certain fixed costs over a
larger asset base. Each shareholder in a Master Fund, including a Portfolio,
will pay its proportionate share of the expenses of that Master Fund.
The shares of the Master Funds will be offered to institutional investors
for the purpose of increasing the funds available for investment, to reduce
expenses as a percentage of total assets and to achieve other economies that
might be available at higher asset levels. Investment in a Master Fund by other
institutional investors offers potential benefits to the Master Funds, and
through their investment in the Master Funds, the Portfolios also. However, such
economies and expense reductions might not be achieved, and additional
investment opportunities, such as increased diversification, might not be
available if other institutions do not invest in the Master Funds. Also, if an
institutional investor were to redeem its interest in a Master Fund, the
remaining investors in that Master Fund could experience higher pro rata
operating expenses, thereby producing lower returns, and the Master Fund's
security holdings may become less diverse, resulting in increased risk.
Institutional investors that have a greater pro rata ownership interest in a
Master Fund than the corresponding Portfolio could have effective voting control
over the operation of the Master Fund.
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If the Board of Directors of the Fund determines that it is in the best
interest of a Portfolio, the Portfolio may withdraw its investment in a Master
Fund at any time. Upon any such withdrawal, the Board would consider what action
the Portfolio might take, including either seeking to invest its assets in
another registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retaining an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. Shareholders of a Portfolio will receive written
notice thirty days prior to the effective date of any change in the investment
objective of its corresponding Master Fund. A withdrawal by a Portfolio of its
investment in the corresponding Master Fund could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) to the
Portfolio. Should such a distribution occur, the Portfolio could incur brokerage
fees or other transaction costs in converting such securities to cash in order
to pay redemptions. In addition, a distribution in kind to the Portfolio could
result in a less diversified portfolio of investments and could affect adversely
the liquidity of the Portfolio.
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SERVICE PROVIDERS
- --------------------------------------------------------------------------------
INVESTMENT ADVISOR CUSTODIAN
DIMENSIONAL FUND ADVISORS INC PFPC TRUST COMPANY
1299 Ocean Avenue, 11th Floor 400 Bellevue Parkway
Santa Monica, CA 90401 Wilmington, DE 19809
Tel. No. (310) 395-8005
- --------------------------------------------------------------------------------
ACCOUNTING SERVICES, DIVIDEND DISBURSING LEGAL COUNSEL
AND TRANSFER AGENT STRADLEY, RONON, STEVENS & YOUNG, LLP
PFPC INC. 2600 One Commerce Square
400 Bellevue Parkway Philadelphia, PA 19103-7098
Wilmington, DE 19809
- --------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
--------------------------------------------------
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OTHER AVAILABLE INFORMATION
You can find more information about the Fund and the Portfolios in the Fund's
Statement of Additional Information ("SAI") and Annual and Semi-Annual Reports.
STATEMENT OF ADDITIONAL INFORMATION. The SAI supplements, and is technically
part of, this Prospectus. It includes an expanded discussion of investment
practices, risks, and fund operations.
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. These reports focus on portfolio
holdings and performance. The Annual Report also discusses the market conditions
and investment strategies that significantly affected the Portfolios and Master
Funds in their last fiscal year. The Portfolios and Master Funds are new so the
reports do not yet include any information about them.
REQUEST DOCUMENTS FROM:
- - Access them on our website at www.dfafunds.com.
- - If you represent an institutional investor, registered investment advisor
or other qualifying investor, call collect at (310) 395-8005.
- - Access them on the SEC's Internet site - http://www.sec.gov.
- - Review and copy them at the SEC's Public Reference Room in Washington D.C.
- - Request copies from the Public Reference Section of the SEC, Washington,
D.C. 20549 (you will be charged a copying fee).
DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(310) 395-8005
DIMENSIONAL INVESTMENT GROUP INC. -- REGISTRATION NO. 811-6067
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<PAGE>
DIMENSIONAL INVESTMENT GROUP INC.
1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA 90401
TELEPHONE: (310) 395-8005
STATEMENT OF ADDITIONAL INFORMATION
AUGUST __, 2000
Dimensional Investment Group Inc. (the "Fund") is an open-end management
investment company that offers twenty-seven series of shares. This statement of
additional information ("SAI") relates to four series of the Fund (individually,
a "Portfolio" and collectively, the "Portfolios"):
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIOS
Dividend-Managed U.S. Marketwide Value Portfolio II
Dividend-Managed U.S. Marketwide Value Complement Portfolio II
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIOS
Dividend-Managed U.S. Large Company Portfolio II
Dividend-Managed U.S. Large Company Complement Portfolio II
This statement of additional information is not a prospectus but should be
read in conjunction with the Portfolios' prospectus dated August __, 2000, as
amended from time to time. The prospectus and the annual report can be obtained
by writing to the above address or by calling the above telephone number. The
Portfolios are new so no financial information is shown for them in the Fund's
annual report for the fiscal year ended November 30, 1999.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO CHARACTERISTICS AND POLICIES....................................................3
BROKERAGE COMMISSIONS.....................................................................3
INVESTMENT LIMITATIONS....................................................................4
FUTURES CONTRACTS.........................................................................5
CASH MANAGEMENT PRACTICES.................................................................6
DIRECTORS AND OFFICERS....................................................................6
SERVICES TO THE FUND......................................................................8
ADVISORY FEES.............................................................................9
GENERAL INFORMATION......................................................................10
CODES OF ETHICS..........................................................................10
SHAREHOLDER RIGHTS.......................................................................10
PRINCIPAL HOLDERS OF SECURITIES..........................................................10
PURCHASE OF SHARES.......................................................................11
REDEMPTION AND TRANSFER OF SHARES........................................................11
TAXATION OF THE PORTFOLIOS...............................................................11
CALCULATION OF PERFORMANCE DATA..........................................................13
FINANCIAL STATEMENTS.....................................................................14
</TABLE>
2
<PAGE>
PORTFOLIO CHARACTERISTICS AND POLICIES
Each of the Portfolios seeks to achieve its investment objective by
investing all of its investable assets in a corresponding series of The DFA
Investment Trust Company (the "Trust"). The series of the Trust are referred to
as the "Master Funds." Dimensional Fund Advisors Inc. (the "Advisor") serves as
investment advisor to each of the Master Funds and provides administrative
services to the Portfolios. Capitalized terms not otherwise defined in this SAI
have the meaning assigned to them in the prospectus.
The following information supplements the information set forth in the
prospectus. Unless otherwise indicated, the following information applies to all
of the Master Funds and the Portfolios, through their investment in the Master
Funds.
Each of the Portfolios and the Master Funds are diversified under the
federal securities laws and regulations.
Because the structures of the Master Funds are based on the relative market
capitalizations of eligible holdings, it is possible that the Master Funds might
include at least 5% of the outstanding voting securities of one or more issuers.
In such circumstances, the Master Fund and the issuer would be deemed affiliated
persons and certain requirements under the federal securities laws and
regulations regulating dealings between mutual funds and their affiliates might
become applicable. However, based on the present capitalizations of the groups
of companies eligible for inclusion in the Master Funds and the anticipated
amount of a Master Fund's assets intended to be invested in such securities,
management does not anticipate that a Master Fund will include as much as 5% of
the voting securities of any issuer.
The Portfolios and Master Funds are new as of the date of this SAI, so no
financial information is shown for them.
BROKERAGE COMMISSIONS
Portfolio transactions will be placed with a view to receiving the best
price and execution. In addition, the Advisor will seek to acquire and dispose
of securities in a manner which would cause as little fluctuation in the market
prices of stocks being purchased or sold as possible in light of the size of the
transactions being effected. Brokers will be selected with these goals in view.
The Advisor monitors the performance of brokers which effect transactions for
the Master Funds to determine the effect that their trading has on the market
prices of the securities in which they invest. The Advisor also checks the rate
of commission being paid by the Master Funds to their brokers to ascertain that
they are competitive with those charged by other brokers for similar services.
Transactions also may be placed with brokers who provide the Advisor with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services.
The over-the-counter market ("OTC") companies eligible for purchase by each
Master Fund are thinly traded securities. Therefore, the Advisor believes it
needs maximum flexibility to effect OTC trades on a best execution basis. To
that end, the Advisor places buy and sell orders with market makers, third
market brokers, Instinet and with dealers on an agency basis when the Advisor
determines that the securities may not be available from other sources at a more
favorable price. Third market brokers enable the Advisor to trade with other
institutional holders directly on a net basis. This allows the Advisor sometimes
to trade larger blocks than would be possible by going through a single market
maker.
The Advisor places buy and sell orders on Instinet when the Advisor
determines that the securities may not be available from other sources at a more
favorable price. Instinet is an electronic information and communication network
whose subscribers include most market makers as well as many institutions.
Instinet charges a commission for each trade executed on its system. On any
given trade, a Master Fund, by trading through Instinet, would pay a spread to a
dealer on the other side of the trade plus a commission to Instinet. However,
placing a buy (or sell) order on Instinet communicates to many (potentially all)
market makers and institutions at once. This can create a more complete picture
of the market and thus increase the likelihood that the Master Funds can effect
transactions at the best available prices. The Advisor may place trades with
systems similar to that offered by Instinet which may be available in the
future.
3
<PAGE>
The investment advisory agreements permit the Advisor knowingly to pay
commissions on these transactions which are greater than another broker, dealer
or exchange member might charge if the Advisor, in good faith, determines that
the commissions paid are reasonable in relation to the research or brokerage
services provided by the broker or dealer when viewed in terms of either a
particular transaction or the Advisor's overall responsibilities to the Master
Funds. Research services furnished by brokers through whom securities
transactions are effected may be used by the Advisor in servicing all of its
accounts and not all such services may be used by the Advisor with respect to
the Master Funds. Subject to obtaining best price and execution, transactions
may be placed with brokers that have assisted in the sale of the Portfolios'
shares.
A Portfolio will not incur any brokerage or other costs in connection with
its purchase or redemption of shares of the corresponding Master Fund, except if
the Portfolio receives securities from the Master Fund to satisfy the
Portfolio's redemption request.
INVESTMENT LIMITATIONS
Each of the Portfolios and Master Funds has adopted certain limitations
which may not be changed without the approval of the holders of a majority of
its outstanding voting securities. A "majority" is defined as the lesser of: (1)
at least 67% of the voting securities of the Portfolio or Master Fund (to be
affected by the proposed change) present at a meeting, if the holders of more
than 50% of the outstanding voting securities of the Portfolio or Master Fund
are present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Portfolio or Master Fund.
The Portfolios and Master Funds will not:
(1) invest in commodities or real estate, including limited
partnership interests therein, although they may purchase and
sell securities of companies which deal in real estate and
securities which are secured by interests in real estate, and may
purchase or sell financial futures contracts and options thereon;
(2) make loans of cash, except through the acquisition of repurchase
agreements and obligations customarily purchased by institutional
investors;
(3) as to 75% of the total assets of a Portfolio or Master Fund,
invest in the securities of any issuer (except obligations of the
U.S. Government and its agencies and instrumentalities or shares
of an investment company) if, as a result, more than 5% of the
Portfolio's or Master Fund's total assets, at market, would be
invested in the securities of such issuer;
(4) borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in
excess of 33% of its net assets; or pledge in excess of 33% of
such assets to secure such loans;
(5) engage in the business of underwriting securities issued by
others;
(6) acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the
Portfolio's or Master Fund's total assets would be invested in
securities of companies within such industry;
(7) purchase securities on margin; or
(8) issue senior securities (as such term is defined in Section 18(f)
of the Investment Company Act of 1940 (the "1940 Act")), except
to the extent permitted by the 1940 Act.
The investment limitations described in (3) and (6) above do not prohibit
each Portfolio from investing all or substantially all of its assets in the
shares of another registered, open-end investment company, such as one of the
Master Funds. The investment limitations of each Master Fund are the same as
those of the corresponding Portfolio.
4
<PAGE>
The investment limitations described in (1), (4) and (7) above do not
prohibit each Portfolio or Master Fund that may purchase or sell financial
futures contracts and options thereon from making margin deposits to the extent
permitted under applicable regulations. The investment limitation described in
(5) above does not prohibit each Portfolio or Master Fund from acquiring private
placements to the extent permitted under applicable regulations.
Although (2) above prohibits cash loans, the Portfolios and Master Funds
are authorized to lend portfolio securities. Inasmuch as the Portfolios will
only hold shares of a corresponding Master Fund, the Portfolios do not intend to
lend those shares.
Although not a fundamental policy subject to shareholder approval, the
Portfolios and Master Funds do not intend to invest more than 15% of their net
assets in illiquid securities. Further, pursuant to Rule 144A under the
Securities Act of 1933, the Portfolios and Master Funds may purchase certain
unregistered (i.e. restricted) securities upon a determination that a liquid
institutional market exists for the securities. If it is decided that a liquid
market does exist, the securities will not be subject to the 15% limitation on
holdings of illiquid securities. While maintaining oversight, the Fund's Board
of Directors and the Trust's Board of Trustees have delegated the day-to-day
function of making liquidity determinations to the Advisor. For Rule 144A
securities to be considered liquid, there must be at least two dealers making a
market in such securities. After purchase, the Boards and the Advisor will
continue to monitor the liquidity of Rule 144A securities.
Subject to future regulatory guidance, for purposes of those investment
limitations identified above that are based on total assets, "total assets"
refers to the assets that the applicable Portfolio or Master Fund owns, and does
not include assets which the Portfolio or Master Fund does not own but over
which it has effective control. For example, when applying a percentage
investment limitation that is based on total assets, a Portfolio or Master Fund
will exclude from its total assets those assets which represent collateral
received by the Portfolio or Master Fund for its securities lending
transactions.
Unless otherwise indicated, all limitations applicable to a Portfolio's or
Master Fund's investments apply only at the time that a transaction is
undertaken. Any subsequent change in the percentage of a Portfolio's or Master
Fund's assets invested in certain securities or other instruments resulting
from market fluctuations or other changes in a Portfolio's or Master Fund's
total assets will not require a Portfolio or Master Fund to dispose of an
investment until the Advisor determines that it is practicable to sell or close
out the investment without undue market or tax consequences.
FUTURES CONTRACTS
The Master Funds may enter into futures contracts and options on futures
contracts for the purpose of remaining fully invested and to maintain liquidity
to pay redemptions.
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of defined securities at a specified future
time and at a specified price. Futures contracts which are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. The Master Funds will be required to make a margin deposit in cash or
government securities with a broker or custodian to initiate and maintain
positions in futures contracts. Minimal initial margin requirements are
established by the futures exchange, and brokers may establish margin
requirements which are higher than the exchange requirements. After a futures
contract position is opened, the value of the contract is marked to market
daily. If the futures contract price changes, to the extent that the margin on
deposit does not satisfy margin requirements, payment of additional "variation"
margin will be required. Conversely, reduction in the contract value may reduce
the required margin resulting in a repayment of excess margin to the Master
Fund. Variation margin payments are made to and from the futures broker for as
long as the contract remains open. The Master Funds expect to earn income on
their margin deposits. To the extent that a Master Fund invests in futures
contracts and options thereon for other than bona fide hedging purposes, no
Master Fund will enter into such transactions if, immediately thereafter, the
sum of the amount of initial margin deposits and premiums required to establish
such positions would exceed 5% of the Master Fund's net assets, after taking
into account unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that, in the case of an option that is
in-the-money at the time of purchase, the in-
5
<PAGE>
the-money amount may be excluded in calculating the 5%. Pursuant to published
positions of the Securities and Exchange Commission (the "Commission"), each
Master Fund may be required to maintain segregated accounts consisting of liquid
assets, (or, as permitted under applicable interpretations, enter into
offsetting positions) in connection with its futures contract transactions in
order to cover its obligations with respect to such contracts.
Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a Master Fund would continue to be
required to make variation margin deposits. In such circumstances, if the Master
Fund has insufficient cash, it might have to sell portfolio securities to meet
daily margin requirements at a time when it might be disadvantageous to do so.
Management intends to minimize the possibility that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.
CASH MANAGEMENT PRACTICES
The Portfolios and Master Funds engage in cash management practices in
order to earn income on uncommitted cash balances. Generally cash is uncommitted
pending investment in other obligations, payment of redemptions or in other
circumstances where the Advisor believes liquidity is necessary or desirable.
All the Portfolios and Master Funds may invest cash in short-term repurchase
agreements and index futures contracts and options thereon. In addition, the
Master Funds in which the Dividend-Managed U.S. Marketwide Value Portfolios
invest, may invest up to 20% of their assets in high quality, highly liquid
fixed income securities, such as money market instruments. The Master Funds in
which the Dividend-Managed U.S. Large Company Portfolios invest, may invest a
portion of their assets, generally not more than 5% of net assets, in short-term
fixed-income obligations. The percentage guidelines set forth above are not
absolute limitations but the Portfolios and Master Funds do not expect to exceed
these guidelines under normal circumstances.
DIRECTORS AND OFFICERS
The Board of Directors of the Fund is responsible for establishing Fund
policies and for overseeing the management of the Fund. Each of the Directors
and officers of the Fund is also a Trustee and officer of the Trust. The
Directors of the Fund, including all of the disinterested directors, have
adopted written procedures to monitor potential conflicts of interest that might
develop between the Portfolios and the Master Funds.
The names, locations and dates of birth of the Directors and officers of
the Fund and a brief statement of their present positions and principal
occupations during the past five years are set forth below.
DIRECTORS
David G. Booth*, (12/2/46), Director, President and Chairman-Chief
Executive Officer, Santa Monica, CA. President, Chairman-Chief Executive Officer
and Director of the following companies: Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund
Inc., Trustee, President and Chairman-Chief Executive Officer of The DFA
Investment Trust Company (registered investment company). Chairman and Director,
Dimensional Fund Advisors Ltd. Director, SA Funds (registered investment
company) and Assante Corporation (investment management).
George M. Constantinides, (9/22/47), Director, Chicago, IL. Leo Melamed
Professor of Finance, Graduate School of Business, University of Chicago.
Trustee, The DFA Investment Trust Company. Director, DFA Investment Dimensions
Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets
Value Fund Inc.
John P. Gould, (1/19/39), Director, Chicago, IL. Steven G. Rothmeier
Distinguished Service Professor of Economics, Graduate School of Business,
University of Chicago. President, Cardean University (Division of UNext.com).
Trustee, The DFA Investment Trust Company (registered investment company).
Director, DFA
6
<PAGE>
Investment Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional
Emerging Markets Value Fund Inc. and Harbor Investment Advisors. Member of the
Boards of Milwaukee Mutual Insurance Company and UNext.com. Principal and
Executive Vice President, Lexecon Inc. (economics, law, strategy and finance
consulting). Formerly, Trustee, First Prairie Funds (registered investment
company).
Roger G. Ibbotson, (5/27/43), Director, New Haven, CT. Professor in
Practice of Finance, Yale School of Management. Trustee, The DFA Investment
Trust Company. Director, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and BIRR
Portfolio Analysis, Inc. (software products). Chairman, Ibbotson Associates,
Inc., Chicago, IL (software, data, publishing and consulting). Formerly,
Director, Hospital Fund, Inc. (investment management services).
Merton H. Miller, (5/16/23), Director, Chicago, IL. Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago. Trustee, The DFA Investment Trust Company. Director, DFA
Investment Dimensions Group Inc., Dimensional Investment Group Inc. and
Dimensional Emerging Markets Value Fund Inc. and Public Director, Chicago
Mercantile Exchange.
Myron S. Scholes, (7/1/41), Director, Menlo Park, CA. Frank E. Buck
Professor Emeritus of Finance, Stanford University. Trustee, The DFA Investment
Trust Company. Director, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc., Dimensional Emerging Markets Value Fund Inc. and American
Century (Mountain View) Investment Companies. Partner, Oak Hill Capital
Management. Formerly, Limited Partner, Long-Term Capital Management L.P. (money
manager) and Consultant, Arbor Investors.
Rex A. Sinquefield*#, (9/7/44), Director, Chairman-Chief Investment
Officer, Santa Monica, CA. Chairman-Chief Investment Officer and Director,
Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Limited, DFA
Investment Dimensions Group Inc., Dimensional Investment Group Inc. and
Dimensional Emerging Markets Value Fund Inc. Trustee, Chairman-Chief Investment
Officer of The DFA Investment Trust Company. Chairman, Chief Executive Officer
and Director, Dimensional Fund Advisors Ltd.
- --------------------------------------------
* Interested Director of the Fund.
OFFICERS
Each of the officers listed below holds the same office (except as
otherwise noted) in the following entities: Dimensional Fund Advisors Inc., DFA
Securities Inc., DFA Australia Limited, DFA Investment Dimensions Group Inc.,
The DFA Investment Trust Company, Dimensional Fund Advisors Ltd., and
Dimensional Emerging Markets Value Fund Inc. Unless otherwise noted the
Officers have held their stated positions for at least the last five years.
Arthur Barlow, (11/7/55), Vice President, Santa Monica, CA.
Truman Clark, (4/8/41), Vice President, Santa Monica, CA. Consultant until
October 1995 and Principal and Manager of Product Development, Wells Fargo Nikko
Investment Advisors, San Francisco, CA from 1990-1994.
Jim Davis, (11/29/56), Vice President, Santa Monica, CA. Formerly, Kansas
State University from 1994-1999.
Robert Deere, (10/8/57), Vice President, Santa Monica, CA.
Irene R. Diamant, (7/16/50), Vice President and Assistant Secretary
(Assistant Secretary for all entities other than Dimensional Fund Advisors
Ltd.), Santa Monica, CA.
Richard Eustice, (8/5/65), Vice President and Assistant Secretary
(Assistant Secretary for all entities other than Dimensional Fund Advisors
Ltd.), Santa Monica, CA.
Eugene Fama, Jr., (1/21/61), Vice President, Santa Monica, CA.
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<PAGE>
Kamyab Hashemi-Nejad, (1/22/61), Vice President, Controller and Assistant
Treasurer, Santa Monica, CA.
Judith Jonas, (11/27/55), Vice President, Santa Monica, CA. Vice President,
Wells Fargo Bank, N.A. from 1989-1990. Vice President, Demko Baer & Associates,
1991.
Stephen P. Manus, (12/26/50), Vice President, Santa Monica, CA. Managing
Director, ANB Investment Management and Trust Company from 1985-1993; President,
ANB Investment Management and Trust Company from 1993-1997.
Karen McGinley, (3/10/66), Vice President, Santa Monica, CA.
Catherine L. Newell, (5/7/64), Vice President and Secretary (Secretary for
all entities other than Dimensional Fund Advisors Ltd.), Santa Monica, CA.
Associate, Morrison & Foerster, LLP from 1989 to 1996.
David Plecha, (10/26/61), Vice President, Santa Monica, CA.
George Sands, (2/8/56), Vice President, Santa Monica, CA.
Michael T. Scardina, (10/12/55), Vice President, Chief Financial Officer
and Treasurer, Santa Monica, CA.
Jeanne C. Sinquefield, Ph.D., # (12/2/46), Executive Vice President, Santa
Monica, CA.
Scott Thornton, (3/1/63), Vice President, Santa Monica, CA.
Weston Wellington, (3/1/51), Vice President, Santa Monica, CA. Director of
Research, LPL Financial Services, Inc., Boston, MA from 1987 to 1994.
# Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
Directors and officers as a group own less than 1% of each Portfolio's
outstanding stock.
Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1999 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.
<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation from Fund
Director from the Fund and Fund Complex *
- -------- ------------- -----------------
<S> <C> <C>
George M. Constantinides................. $4,250 $35,000
John P. Gould............................ $4,250 $35,000
Roger G. Ibbotson........................ $4,250 $35,000
Merton H. Miller......................... $3,159 $28,000
Myron S. Scholes......................... $4,159 $34,000
</TABLE>
* The term Fund Complex refers to all registered investment companies for which
the Advisor performs advisory or administrative services and for which the
individuals listed above serve as directors on the boards of such companies.
SERVICES TO THE FUND
ADMINISTRATIVE SERVICES--THE PORTFOLIOS
The Fund has entered into an administration agreement with the Advisor, on
behalf of each Portfolio. Pursuant to each administration agreement, the Advisor
performs various services, including: supervision of the
8
<PAGE>
services provided by the Portfolio's custodian and transfer and dividend
disbursing agent and others who provide services to the Fund for the benefit of
the Portfolio; providing shareholders with information about the Portfolio and
their investments as they or the Fund may request; assisting the Portfolio in
conducting meetings of shareholders; furnishing information as the Board of
Directors may require regarding the Master Funds, and any other administrative
services for the benefit of the Portfolio as the Board of Directors may
reasonably request. For its administrative services, each Portfolio pays the
Advisor a monthly fee equal to one-twelfth of the percentage of its average net
assets listed below:
<TABLE>
<S> <C>
Dividend-Managed U.S. Marketwide Value Portfolio II................ 0.01%
Dividend-Managed U.S. Marketwide Value Complement Portfolio II..... 0.01%
Dividend-Managed U.S. Large Company Portfolio II................... 0.11%
Dividend-Managed U.S. Large Company Complement Portfolio II........ 0.11%
</TABLE>
The Portfolios are new as of the date of this SAI, so they have not yet paid
administrative fees.
ADMINISTRATIVE SERVICES--ALL PORTFOLIOS AND MASTER FUNDS
PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the accounting services, dividend disbursing and transfer agent for all the
Portfolios and Master Funds. The services provided by PFPC are subject to
supervision by the executive officers and the Board of Directors of the Fund,
and include day-to-day keeping and maintenance of certain records, calculation
of the offering price of the shares, preparation of reports, liaison with its
custodian, and transfer and dividend disbursing agency services. For its
services, each of the Portfolios listed below pays PFPC annual fees which are
set forth in the following table:
The Portfolios are feeder portfolios. PFPC's charges for its services to
feeder portfolios are based on the number of feeder portfolios investing in
each Master Fund and whether the Master Fund is organized to be taxed as a
corporation or partnership for tax purposes. PFPC's charges are allocated
amongst the feeder portfolios based on the relative net assets of the feeder
portfolios.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II
These Portfolios invest in Master Funds taxed as partnerships. PFPC charges
$2,600 per month multiplied by the number of feeder portfolios investing in a
Master Fund taxed as a partnership.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO II
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO II
These portfolios invest in Master Funds taxed as corporations. PFPC charges
$1,000 per month multiplied by the number of feeder portfolios investing in
each Master Fund taxed as a corporation.
CUSTODIAN
PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809, serves as
the custodian for all of the Portfolios and Master Funds. The Custodian
maintains a separate account or accounts for the Portfolios and the Master
Funds; receives, holds and releases portfolio securities on account of the
Master Funds; makes receipts and disbursements of money on behalf of the
Portfolios and the Master Funds; and collects and receives income and other
payments and distributions on account of the Master Funds' portfolio securities.
DISTRIBUTOR
The Fund acts as distributor of the Portfolios' shares. The Fund has,
however, entered into an agreement with DFA Securities Inc., a wholly owned
subsidiary of the Advisor, pursuant to which DFA Securities Inc. is responsible
for supervising the sale of each series of shares. No compensation is paid by
the Fund to DFA Securities Inc. under this agreement.
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP serves as legal counsel to the Fund.
Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.
INDEPENDENT ACCOUNTANTS
____________ are the independent accountants to the Fund and audit the
financial statements of the Fund and the Trust. Their address is
________________.
ADVISORY FEES
David G. Booth and Rex A. Sinquefield, as directors and officers of the
Advisor and shareholders of the Advisor's outstanding stock, may be deemed
controlling persons of the Advisor. For the services it provides as
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<PAGE>
investment advisor to each Master Fund, the Advisor is paid a monthly fee
calculated as a percentage of average net assets of the Master Fund. The Master
Funds are new as of the date of this SAI, so they have not yet paid management
fees.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on March 19, 1990. The Fund
was known as DFA U.S. Large Cap Inc. from February 1992, until it amended its
Articles of Incorporation in April 1993, to change to its present name. Prior to
a February 1992 amendment to the Articles of Incorporation, it was known as DFA
U.S. Large Cap Portfolio Inc. The Portfolios described in this SAI have not
commenced operations as of the date of this SAI.
The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992. The Trust offers shares of its Master Funds only to
institutional investors in private offerings.
CODES OF ETHICS
The Fund and the Trust have adopted a revised Code of Ethics, under Rule
17j-1 of the 1940 Act, for certain access persons of the Portfolios and Master
Funds. In addition, the Advisor has adopted a revised Code of Ethics. The Codes
are designed to ensure that access persons act in the interest of the Portfolios
and Master Funds, and their shareholders with respect to any personal trading of
securities. Under the Codes, access persons are generally prohibited from
knowingly buying or selling securities (except for mutual funds, U.S. government
securities and money market instruments) which are being purchased, sold or
considered for purchase or sale by a Portfolio or Master Fund unless their
proposed purchases are approved in advance. The Codes also contain certain
reporting requirements and securities trading clearance procedures.
SHAREHOLDER RIGHTS
The shares of each Portfolio, when issued and paid for in accordance with
the Portfolio's prospectus, will be fully paid and non-assessable shares, with
equal, non-cumulative voting rights and no preferences as to conversion,
exchange, dividends, redemption or any other feature.
With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law. If liquidation of the Fund should occur, the Fund's shareholders
would be entitled to receive on a per class basis the assets of the particular
Portfolio whose shares they own, as well as a proportionate share of Fund assets
not attributable to any particular class. Ordinarily, the Fund does not intend
to hold annual meetings of shareholders, except as required by the 1940 Act or
other applicable law. The Fund's bylaws provide that special meetings of
shareholders shall be called at the written request of at least 10% of the votes
entitled to be cast at such meeting. Such meeting may be called to consider any
matter, including the removal of one or more directors. Shareholders will
receive shareholder communications with respect to such matters as required by
the 1940 Act, including semi-annual and annual financial statements of the Fund,
the latter being audited.
Whenever a Portfolio, as an investor in its corresponding Master Fund, is
asked to vote on a shareholder proposal, the Fund will solicit voting
instructions from the Portfolio's shareholders with respect to the proposal. The
Directors of the Fund will then vote the Portfolio's shares in the Master Fund
in accordance with the voting instructions received from the Portfolio's
shareholders. The Directors of the Fund will vote shares of the Portfolio for
which they receive no voting instructions in accordance with their best
judgment. If a majority shareholder of a Master Fund becomes bankrupt, a
majority in interest of the remaining shareholders in the Master Fund must vote
to approve the continuing existence of the Master Fund or the Master Fund will
be liquidated.
PRINCIPAL HOLDERS OF SECURITIES
The Portfolios are new so there are not yet any public shareholders of
their shares. Shareholder inquiries may be made by writing or calling the Fund
at the address or telephone number appearing on the cover. Only those
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<PAGE>
individuals whose signatures are on file for the account in question may receive
specific account information or make changes in the account registration.
PURCHASE OF SHARES
The following information supplements the information set forth in the
prospectus under the caption "PURCHASE OF SHARES."
The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve System is closed. However, no purchases by wire may be made on
any day that the Federal Reserve System is closed. The Fund will generally be
closed on days that the NYSE is closed. The NYSE is scheduled to be open Monday
through Friday throughout the year except for days closed to recognize New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. The Federal
Reserve System is closed on the same days as the NYSE, except that it is open on
Good Friday and closed on Columbus Day and Veterans' Day. Orders for redemptions
and purchases will not be processed if the Fund is closed.
The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of any or all Portfolios or reject purchase orders when, in
the judgment of management, such suspension or rejection is in the best interest
of the Fund or a Portfolio. Securities accepted in exchange for shares of a
Portfolio will be acquired for investment purposes and will be considered for
sale under the same circumstances as other securities in the Portfolio.
Reimbursement fees may be charged prospectively from time to time based
upon the future experience of the Portfolios that are currently sold at net
asset value. Any such charges will be described in the prospectus.
REDEMPTION AND TRANSFER OF SHARES
The following information supplements the information set forth in the
prospectus under the caption "REDEMPTION OF SHARES."
The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the NYSE is
restricted as determined by the Commission, (2) during any period when an
emergency exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for the Fund to dispose of securities owned by
it, or fairly to determine the value of its assets, and (3) for such other
periods as the Commission may permit.
Shareholders may transfer shares of any Portfolio to another person by
making a written request to the Advisor who will transmit the request to the
Transfer Agent. The request should clearly identify the account and number of
shares to be transferred, and include the signature of all registered owners.
The signature on the letter of request or any stock power must be guaranteed in
the same manner as described in the prospectus under "REDEMPTION OF SHARES." As
with redemptions, the written request must be received in good order before any
transfer can be made.
TAXATION OF THE PORTFOLIOS
The following is a summary of some of the federal income tax consequences
of investing in the Portfolios. Unless your investment in the Portfolio's is
through a retirement plan, you should consider the tax implications of investing
and consult your own tax adviser. The tax consequences below may be affected by
special rules because the Master Funds are taxable as a partnership.
DISTRIBUTIONS OF NET INVESTMENT INCOME
Each Portfolio receives income generally in the form of dividends and
interest on its investments. This income, less expenses incurred in the
operation of a Portfolio, constitutes its net investment income from which
dividends may be paid to its shareholders. Any distributions by a Portfolio from
such income will be taxable to a shareholder as ordinary income, whether they
are received in cash or in additional shares.
11
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DISTRIBUTIONS OF CAPITAL GAINS
A Portfolio may derive capital gains and losses in connection with sales or
other dispositions of its portfolio securities. Distributions derived from the
excess of net short-term capital gain over net long-term capital loss will be
taxable to shareholders as ordinary income. Distributions paid from long-term
capital gains realized by a Portfolio will be taxable to shareholders as
long-term capital gain, regardless of how long the shares of the Portfolio have
been held. Any net short-term or long-term capital gains realized by a Portfolio
(net of any capital loss carryovers) generally will be distributed once each
year, and may be distributed more frequently, if necessary, in order to reduce
or eliminate federal excise or income taxes on the Portfolio.
ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY
Each Portfolio intends to qualify each year as a regulated investment
company by satisfying certain distribution and asset diversification
requirements under the Internal Revenue Code (the "Code"). As a regulated
investment company, the Portfolios generally pay no federal income tax on the
income and gains it distributes to its shareholders. The Board reserves the
right not to maintain the qualification of a Portfolio as a regulated investment
company, if it determines that such course of action to be beneficial to
shareholders. In such case, a Portfolio will be subject to federal, and possibly
state, corporate taxes on its taxable income and gains, and distributions to
shareholders will be taxed as ordinary dividend income to the extent of a
Portfolio's available earnings and profits.
EXCISE TAX DISTRIBUTION REQUIREMENT
The Code requires a Portfolio to distribute at least 98% of its taxable
ordinary income earned during the calendar year and 98% of its capital gain net
income earned during the twelve month period ending October 31 (in addition to
undistributed amounts from the prior year) to you by December 31 of each year in
order to avoid federal excise taxes. Each Portfolio intends to declare and pay
sufficient dividends in December (or in January that are treated by you as
received in December) but does not guarantee and can give no assurances that its
distributions will be sufficient to eliminate all such taxes.
DIVIDENDS RECEIVED DEDUCTION
With respect to dividends that are received, the Master Funds may not be
eligible to flow through the dividends received deduction attributable to
holdings in U.S. equity securities to corporate shareholders if, because of
timing activities, the requisite holding period of the dividend paying stock
is not met. Dividends from net investment income may qualify in part for the
corporate dividends received deduction, but the portion of dividends so
qualified depends on the aggregate qualifying dividend income received by the
Portfolio from domestic (U.S.) sources.
REDEMPTION OF PORTFOLIO SHARES
Redemptions and exchanges of Portfolio shares are taxable transactions for
federal and state income tax purposes that cause a shareholder to recognize a
gain or loss. If a shareholder holds his shares as a capital asset, the gain or
loss that he realizes will be capital gain or loss. Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to the shareholder by the Portfolio on those shares.
All or a portion of any loss that a shareholder realizes upon the
redemption of a Portfolio's shares will be disallowed to the extent that the
shareholder purchases other shares in the Portfolio (through reinvestment of
dividends or otherwise) within 30 days before or after the share redemption. Any
loss disallowed under these rules will be added to the shareholder's tax basis
in the new shares purchased by the shareholder.
U.S. GOVERNMENT OBLIGATIONS
Many states grant tax-free status to dividends paid from interest earned on
direct obligations of the U.S. government, subject in some states to minimum
investment requirements that must be met by a Portfolio or Master Fund.
Investments in GNMA/FNMA securities, bankers' acceptances, commercial paper and
repurchase agreements collateralized by U.S. government securities do not
generally qualify for tax-free treatment. The rules on exclusion of this income
are different for corporations.
12
<PAGE>
COMPLEX SECURITIES
A Master Fund may invest in complex securities and such investments may be
subject to special and complicated tax rules. These rules could affect whether
gains or losses recognized by a Master Fund are treated as ordinary income or
capital gain, accelerate the recognition of income to the Master Fund, defer a
Master Fund's ability to recognize losses, and, in limited cases, subject the
Master Fund to U.S. federal income tax on income from certain of its foreign
investments. In turn, these rules may affect the amount, timing or character of
the income distributed to a shareholder by a Portfolio.
INFORMATION ON THE TAX CHARACTER OF DISTRIBUTIONS
The Portfolios will inform shareholders of the amount and character of
distributions at the time they are paid, and will advise shareholders of the tax
status for federal income tax purposes of such distributions shortly after the
close of each calendar year. Shareholders who have not held shares of a
Portfolio a full year may have designated and distributed to them as ordinary
income or capital gain a percentage of income that is not equal to the actual
amount of such income earned during the period of their investment in the
Portfolio.
CALCULATION OF PERFORMANCE DATA
The Portfolios and the Master Funds may disseminate reports of their
investment performance from time to time. Investment performance is calculated
on a total return basis; that is, by including all net investment income and any
realized and unrealized net capital gains or losses during the period for which
investment performance is reported. If dividends or capital gains distributions
have been paid during the relevant period, the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Master Fund. Standard quotations
of total return are computed in accordance with Commission Guidelines and are
presented whenever any non-standard quotations are disseminated to provide
comparability to other investment companies. Non-standardized total return
quotations may differ from the Commission Guideline computations by covering
different time periods. In all cases, disclosures are made when performance
quotations differ from the Commission Guideline. Performance data is based on
historical earnings and is not intended to indicate future performances. Rates
of return expressed on an annual basis will usually not equal the sum of returns
expressed for consecutive interim periods due to the compounding of the interim
yields.
As the following formula indicates, the average annual total return is
determined by finding the average annual compounded rates of return over the
stated time period that would equate a hypothetical initial purchase order of
$1,000 to its redeemable value (including capital appreciation/depreciation and
dividends and distributions paid and reinvested less any fees charged to a
shareholder account) at the end of the stated time period. The calculation
assumes that all dividends and distributions are reinvested at the public
offering price on the reinvestment dates during the period. The quotation
assumes the account was completely redeemed at the end of each period and the
deduction of all applicable charges and fees. According to the Commission
formula:
In addition to the standardized method of calculating performance required
by the Commission, the Portfolios and Master Funds may disseminate other
performance data and may advertise total return calculated on a monthly basis.
P(1 + T)to the power of n = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one-, five-, and
ten-year periods at the end of the one-, five-, and
ten-year periods (or fractional portion thereof).
The Portfolios and Master Funds may compare their investment performance to
appropriate market and mutual fund indices and investments for which reliable
performance data is available. Such indices are generally
13
<PAGE>
unmanaged and are prepared by entities and organizations which track the
performance of investment companies or investment advisors. Unmanaged indices
often do not reflect deductions for administrative and management costs and
expenses. The performance of the Portfolios and Master Funds may also be
compared in publications to averages, performance rankings, or other information
prepared by recognized mutual fund statistical services. Any performance
information, whether related to the Portfolios or Master Funds or to the
Advisor, should be considered in light of a Portfolio's investment objectives
and policies, characteristics and the quality of the portfolio and market
conditions during the time period indicated and should not be considered to be
representative of what may be achieved in the future.
FINANCIAL STATEMENTS
_________________________________, are the independent accountants to the
Fund and the Trust. They audit the Fund's and the Trust's financial statements.
Because the Portfolios and Master Funds are new, the annual reports of the Fund
and the Trust for the fiscal year ended November 30, 1999 do not contain any
data regarding the Portfolios and Master Funds.
14
`<PAGE>
DIMENSIONAL INVESTMENT GROUP INC. (31/32)
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.
12/13 to the Registrant's
Registration Statement on
Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(2) Form of Articles Supplementary.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
16/17 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
(3) Articles Supplementary as filed with the Maryland
Secretary of State on December 7, 1998 re: the addition of
the:
* Tax-Managed U.S. Marketwide Value Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 21/22 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: January 22, 1999.
(4) Articles Supplementary as filed with the
Maryland Secretary of State on September 13,
1999 re: the addition of the:
* Tax-Managed U.S. Marketwide Value Portfolio XI
* U.S. Large Company Institutional Index Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 28/29 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
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(5) Articles Supplementary as filed with the Maryland
Secretary of State on March 29, 2000 re: the addition
of the:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income Portfolio K
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 30/31 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(6) Form of Articles Supplementary re: the addition of the:
* Dividend-Managed U.S. Large Company Portfolio
II
* Dividend-Managed U.S. Large Company
Complement Portfolio II
* Dividend-Managed U.S. Marketwide Value
Portfolio II
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio II
FORM OF IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.a.
AS FILED WITH MARYLAND SECRETARY OF STATE TO BE FILED
BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(b) By-Laws.
Form of By-Laws of the Registrant.
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.b.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 30/31 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(c) Instruments Defining Rights of Security Holders.
(1) See Article Fifth of the Registrant's Articles of
Restatement.
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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.
(d) Investment Advisory Contracts.
(1) Form of Investment Advisory Agreement between
the Registrant and Dimensional Fund Advisors Inc. re: the:
* RWB/DFA Two-Year Corporate Fixed Income
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 17/18 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
(2) Form of Investment Advisory Agreement between the
Registrant and DFA re: the:
* RWB/DFA Two-Year Government Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 17/18 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: October 1, 1997.
(e) Underwriting Contracts.
(1) Distribution Agreement dated April 16, 1993 between the
Registrant and DFA Securitiesb 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.
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<PAGE>
(g) Custodian Agreements.
(1) Form of Custodian Agreement between the Registrant and
PNC Bank, N.A. (formerly Provident National Bank)
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 19/20 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
21/22 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: January 22, 1999.
(ii) Addendum Number Two
re: the addition of:
* Tax-Managed U.S. Marketwide Value
Portfolio XI
* U.S. Large Company Institutional Index
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.28/29 to
the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
(iii) Addendum Number Three
re: the addition of:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income
Portfolio K
C-4
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INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
30/31 to the Registrant's Registration
Statement on Form N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(iv) Form of Addendum Number Four re: the addition of:
* Dividend-Managed U.S. Large Company
Portfolio II
* Dividend-Managed U.S. Large Company
Complement Portfolio II
* Dividend-Managed U.S. Marketwide Value
Portfolio II
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio II
ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.g.
(h) Other Material Contracts.
(1) Form of Transfer Agency Agreement between the
Registrant and PFPC Inc. (formerly Provident Financial
Processing Corporation) (the "Transfer Agency
Agreement")
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
21/22 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: January 22, 1999.
(ii) Addendum Number Two
re: the addition of:
* Tax-Managed U.S. Marketwide Value
Portfolio XI
* U.S. Large Company Institutional Index
Portfolio
C-5
<PAGE>
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
28/29 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
(iii) Addendum Number Three
re: the addition of:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income
Portfolio K
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
30/31 to the Registrant's Registration
Statement on Form N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(iv) Form of Addendum Number Four re: the addition of:
* Dividend-Managed U.S. Large Company
Portfolio II
* Dividend-Managed U.S. Large Company
Complement Portfolio II
* Dividend-Managed U.S. Marketwide Value
Portfolio II
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio II
IS ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.h.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.
C-6
<PAGE>
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Addendum Number One
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
21/22 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: January 22, 1999.
(ii) Addendum Number Two
re: the addition of:
* Tax-Managed U.S. Marketwide Value
Portfolio XI
* U.S. Large Company Institutional Index
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
28/29 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
(iii) Addendum Number Three
re: the addition of:
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income
Portfolio K
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
30/31 to the Registrant's Registration
Statement on Form N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(iv) Form of Addendum Number Four re: the addition of:
* Dividend-Managed U.S. Large Company
Portfolio II
C-7
<PAGE>
* Dividend-Managed U.S. Large Company
Complement Portfolio II
* Dividend-Managed U.S. Marketwide
Value Portfolio II
* Dividend-Managed U.S. Marketwide
Value Complement Portfolio II
ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.h.2.
(3) Administration Agreements between the Registrant and
DFA.
(i) Form of Dated May 3, 1993 re: the:
* DFA 6-10 Institutional Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ii) Form of Dated December 1, 1993 re: the:
* DFA International Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iii) Form of Dated July 1, 1994 re: the:
* DFA International Value Portfolio II
INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iv) Form of Dated January 1, 1994 re: the:
* U.S. 6-10 Value Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
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<PAGE>
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(v) Form of Dated July 1, 1994 re: the:
* U.S. Large Cap Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(vi) Form of Dated September 30, 1994 re: the:
* DFA One-Year Fixed Income Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(vii) Form of Dated December 20, 1994 re: the:
* U.S. Large Cap Value Portfolio III
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(viii) Form of Dated December 20, 1994 re: the:
* DFA International Value Portfolio III
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ix) Form of Dated March 1, 1996 re: the:
* RWB/DFA U.S. High Book-to-Market Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
C-9
<PAGE>
Filing: Post-Effective Amendment No.
12/13 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(x) Form of Dated March 1, 1996 re: the:
* RWB/DFA Two-Year Corporate Fixed Income
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
12/13 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(xi) Form of Dated March 1, 1996 re: the:
* RWB/DFA Two-Year Government Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
12/13 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(xii) Form of Dated July, 1997 re: the:
* DFA International Value Portfolio IV
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
16/17 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
(xiii) Form of Dated July, 1997 re: the:
* Emerging Markets Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
16/17 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: June 20, 1997.
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<PAGE>
(xiv) Dated December 8, 1998 re: the:
* Tax-Managed U.S. Marketwide Value
Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
21/22 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: January 22, 1999.
(xv) Dated September 13, 1999 re: the:
* Tax-Managed U.S. Marketwide Value
Portfolio XI
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
28/29 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
(xvi) Dated September 13, 1999 re: the:
* U.S. Large Company Institutional Index
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
28/29 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: September 13, 1999.
(xvii) Form of Administration Agreement re: the:
* U.S. 6-10 Small Company Portfolio K
* U.S. 6-10 Small Company Portfolio K
* U.S. Large Cap Value Portfolio K
* U.S. 4-10 Value Portfolio K
* U.S. Large Company Portfolio K
* DFA International Value Portfolio K
* Emerging Markets Portfolio K
* DFA One-Year Fixed Income Portfolio K
* DFA Two-Year Global Fixed Income
Portfolio K
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
30/31 to the Registrant's Registration
Statement on Form N-1A
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File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(xviii) Form of Administration Agreement re: the
* Dividend-Managed U.S. Large Company
Portfolio II
ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.h.3.
(xix) Form of Administration Agreement re: the
* Dividend-Managed U.S. Large Company
Complement Portfolio II
ELECTRONICALLY FILED HEREWITH AS EXHIBIT EX-99.h.3.
(xx) Form of Administration Agreement re: the
* Dividend-Managed U.S. Marketwide Value
Portfolio II
ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.h.3.
(xxi) Form of Administration Agreement re: the
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio II
ELECTRONICALLY FILED HEREWITH AS
EXHIBIT EX-99.h.3.
(4) Client Service Agreements.
(i) Form of re: the:
* RWB/DFA Two-Year Corporate Fixed
Income Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
2/13 Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(ii) Form of re: the:
* RWB/DFA Two-Year Government Portfolio
INCORPORATED BY REFERENCE TO:
Filing: Post-Effective Amendment No.
12/13 Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
(iii) Form of re: the:
* RWB/DFA U.S. High Book-to-Market Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
12/13 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: December 15, 1995.
C-12
<PAGE>
(5) Form of Facility Agreement with DFA.
Previously filed with this registration
statement and incorporated herein by reference.
(6) Form of Services Agreement, dated as of July 1, 1994
between Charles Schwab & Co., Inc. and the Registrant re:
the:
* U.S. Small Cap Portfolio II;
* U.S. Large Cap Portfolio II; and
* DFA International Value Portfolio II
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(7) Form of Client Service Agreements between Reinhardt,
Werba, Bowen, Inc. ("RWB") and the Registrant.
(i) Dated March 13, 1996 re: the:
* RWB/DFA Two-Year Government
Portfolio.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to the Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(ii) Dated March 13, 1996 re: the:
* RWB/DFA Two-Year Corporate Fixed
Income Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
19/20 to Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(iii) Dated March 13, 1996 re: the:
* RWB/DFA U.S. High Book to Market
Portfolio
C-13
<PAGE>
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment
No. 19/20 to Registrant's Registration
Statement on Form N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 3, 1998.
(i) Legal Opinion.
(1) Opinion of Stradley, Ronon, Stevens & Young, LLP.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 30/31 to the
Registrant's Registration
Statement on Form N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(2) Opinion of Stradley, Ronon, Stevens & Young, LLP
regarding:
* Dividend-Managed U.S. Large Company Portfolio
II
* Dividend-Managed U.S. Large Company
Complement Portfolio II
* Dividend-Managed U.S. Marketwide Value
Portfolio II
* Dividend-Managed U.S. Marketwide Value
Complement Portfolio II
TO BE FILED BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(j) Other Opinions.
Consent of PricewaterhouseCoopers LLP
TO BE FILED BY AMENDMENT PRIOR TO EFFECTIVE DATE.
(k) Omitted Financial Statements.
Not applicable.
(l) Initial Capital Agreements.
Form of Subscription Agreement under Section 14(a)(3)
of the Investment of Investment Company Act of 1940,
previously filed with this registration statement and
incorporated herein by reference.
(m) Rule 12b-1 Plan.
Not applicable.
(n) Rule 18f-3 Plan.
C-14
<PAGE>
Not Applicable.
(o) Powers-of-Attorney.
(1) On behalf of the Registrant, dated July 18, 1997,
appointing David G. Booth, Rex A. Sinquefield, Michael T.
Scardina, Irene R. Diamant, Catherine L. Newell and
Stephen W. Kline, Esquire as attorneys-in-fact.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 29/30 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 22, 2000.
(2) On behalf of The DFA Investment Trust
Company, dated July 18, 1997, appointing
David G. Booth, Rex A. Sinquefield, Michael
T. Scardina, Irene R. Diamant, Catherine L.
Newell and Stephen W. Kline, Esquire as
attorneys-in-fact.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 29/30 to the
Registrant's Registration Statement on Form
N-1A.
File Nos.: 33-33980 and 811-6067.
Filing Date: March 22, 2000.
(p) Codes of Ethics.
(1) Code of Ethics of Registrant and The DFA
Investment Trust Company
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 30/31 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
(2) Code of Ethics of Advisor.
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 30/31 to the
Registrant's Registration Statement on Form
N-1A
File Nos.: 33-33980 and 811-6067.
Filing Date: April 26, 2000.
C-15
<PAGE>
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, filed herewith, which provides for
indemnification, as set forth below, with respect to
Officers and Directors of the Corporation:
(1) The Corporation shall indemnify each Officer and
Director made party to a proceeding, by reason of
service in such capacity, to the fullest extent, and in
the manner provided under Section 2-418 of the Maryland
General Corporation Law:
(i) unless it is proved that the person seeking
indemnification did not meet the standard of
conduct set forth in subsection (b)(1) of such
section; and
(ii) provided that the Corporation shall not
indemnify any Officer or Director for any
liability to the Corporation or its security
holders arising from the willful misfeasance,
bad faith, gross negligence or reckless
disregard of the duties involved in the conduct
of such person's office.
(2) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each
Officer and Director against reasonable expenses
incurred in connection with the successful defense of
any proceeding to which such Officer or Director is a
party by reason of service in such capacity.
(3) The Corporation, in the manner and to the extent
provided by applicable law, shall advance to each
Officer and Director who is made party to a proceeding
by reason of service in such capacity the reasonable
expenses incurred by such person in connection
therewith.
(b) Registrant's Articles of Incorporation, which are incorporated
herein by reference, provide the following under Article Seventh:
(1) To the fullest extent that limitations on the liability
of directors and officers are permitted by the Maryland
General Corporation Law, as amended from time to time,
no director or officer of the Corporation shall have any
C-16
<PAGE>
liability to the Corporation or its stockholders for
money damages. This limitation on liability applies to
liabilities occurring for acts or omissions occurring at
the time a person serves as a director or officer of the
Corporation, whether or not such person is a director or
officer at the time of any proceeding in which liability
is asserted.
(2) Notwithstanding the foregoing, this Article SEVENTH
shall not operate to protect any director or officer of
the Corporation against any liability to the Corporation
or its stockholders to which such person would otherwise
be subject by reason or willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of such person's office.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
(a) Dimensional Fund Advisors Inc. (the "Advisor"), with a principal
place of business located at 1299 Ocean Drive, 11th Floor, Santa
Monica, CA 90401, the investment manager for the Registrant, is
also the investment manager for three other registered open-end
investment companies, The DFA Investment Trust Company,
Dimensional Emerging Markets Value Fund Inc. and DFA Investment
Dimensions Group Inc. The Advisor also serves as sub-advisor for
certain other registered investment companies.
The Advisor is engaged in the business of providing investment
advice primarily to institutional investors. For additional
information, please see "Management of the Fund" in PART A and
"Directors and Officers" in PART B of this Registration
Statement.
Additional information as to the Advisor and the directors and
officers of the Advisor is included in the Advisor's Form ADV
filed with the Commission (File No. 801-16283), which is
incorporated herein by reference and sets forth the officers and
directors of the Advisor and information as to any business,
profession, vocation or employment or a substantial nature
engaged in by those officers and directors during the past two
years.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Names of investment companies for which the Registrant's
principal underwriter also acts as principal underwriter. Not
applicable.
C-17
<PAGE>
(b) Registrant distributes its own shares. It has entered into an
agreement with DFA Securities Inc. dated April 16, 1993, which
provides that DFA Securities Inc., 1299 Ocean Avenue, 11th
Floor, Santa Monica, CA 90401, will supervise the sale of
Registrant's shares. This agreement is subject to the
requirements of Section 15(b) of the Investment Company Act of
1940.
(c) Commissions and other compensation received by each principal
underwriter who is not an affiliated person of the Registrant.
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the
office of the Registrant and at additional locations, as
follows:
NAME ADDRESS
Dimensional Investment Group Inc. 1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
PFPC Inc. 400 Bellevue Parkway
Wilmington, DE 19809
ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 30. UNDERTAKINGS.
Not applicable.
C-18
<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.
31/32 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 __ day of May, 2000.
DIMENSIONAL INVESTMENT GROUP INC.
(Registrant)
By: David G. Booth*
David G. Booth, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 31/32 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and Chairman-Chief May __, 2000
David G. Booth Executive Officer
Rex A. Sinquefield* Director and Chairman-Chief May __, 2000
Rex A. Sinquefield Investment Officer
Michael T. Scardina* Chief Financial Officer; Treasurer May __, 2000
Michael T. Scardina and Vice President
George M. Constantinides* Director May __, 2000
George M. Constantinides
John P. Gould* Director May __, 2000
John P. Gould
Roger G. Ibbotson* Director May __, 2000
Roger G. Ibbotson
Merton H. Miller* Director May __, 2000
Merton H. Miller
Myron S. Scholes* Director May __, 2000
Myron S. Scholes
</TABLE>
* By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power of Attorney)
C-19
<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 __ day of May, 2000.
THE DFA INVESTMENT TRUST COMPANY
(Registrant)
By: David G. Booth*
David G. Booth, President
(Signature and Title)
The undersigned Directors and principal officers of THE DFA INVESTMENT TRUST
COMPANY consent to the filing of this Post-Effective Amendment No. 31/32 to the
Registration Statement of Dimensions Investment Group Inc. on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
David G. Booth* Director and Chairman-Chief Executive May __, 2000
David G. Booth Officer
Rex A. Sinquefield* Director and Chairman-Chief May __, 2000
Rex A. Sinquefield Investment Officer
Michael T. Scardina* Chief Financial Officer; May __, 2000
Michael T. Scardina Treasurer and Vice President
George M. Constantinides* Director May __, 2000
George M. Constantinides
John P. Gould* Director May __, 2000
John P. Gould
Roger G. Ibbotson* Director May __, 2000
Roger G. Ibbotson
Merton H. Miller* Director May __, 2000
Merton H. Miller
Myron S. Scholes* Director May __, 2000
Myron S. Scholes
</TABLE>
*By: Catherine L. Newell
Catherine L. Newell
Attorney-in-Fact (Pursuant to a Power of Attorney)
C-20
<PAGE>
EXHIBIT INDEX
N-1A EDGAR
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
23(a)(6) EX-99.a Articles Supplementary
23(b) EX-99.b By-Laws
23(g)(1)(iv) EX-99.g Addendum Number Four to Custodian
Agreement
23(h)(1)(iv) EX-99.h.1 Addendum Number Four to Transfer
Agency Agreement
23(h)(2)(iv) EX-99.h.2 Addendum Number Four to Administration
and Accounting Services Agreement
23(h)(3)(xviii) EX-99.h.3 Administration Agreement
23(h)(3)(xix) EX-99.h.3 Administration Agreement
23(h)(3)(xx) EX-99.h.3 Administration Agreement
23(h)(3)(xxi) EX-99.h.3 Administration Agreement
C-21
<PAGE>
EXHIBIT NO. EX-99.a
DIMENSIONAL INVESTMENT GROUP INC.
---------------------------------
ARTICLES SUPPLEMENTARY TO THE CHARTER
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation")
and registered under the Investment Company Act of 1940 as an open-end company,
hereby certifies, in accordance with the requirements of Section 2-208 and
2-208.1 of the Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Corporation has authority to issue a total of Eight Billion
(8,000,000,000) shares of stock, with a par value of One Cent ($.01) per share,
having an aggregate par value of Eighty Million Dollars ($80,000,000), all of
which shall be considered common stock. The allocation of shares of common stock
to each of its twenty-three existing Classes is as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
CLASS DESIGNATION ALLOCATED
----------------- ----------------------------------
<S> <C>
The DFA 6-10 Institutional 200,000,000
Portfolio Shares
The DFA International Value 200,000,000
Portfolio Shares
U.S. Large Cap Value 200,000,000
Portfolio II Shares
U.S. 6-10 Value 200,000,000
Portfolio II Shares
DFA International Value 200,000,000
Portfolio II Shares
DFA International Value 200,000,000
Portfolio III Shares
U.S. Large Cap Value 200,000,000
Portfolio III Shares
- 1 -
<PAGE>
RWB/DFA U.S. High Book to 200,000,000
Market Portfolio Shares
RWB/DFA Two-Year Corporate 200,000,000
Fixed Income Portfolio Shares
RWB/DFA Two-Year Government 200,000,000
Portfolio Shares
DFA International Value 200,000,000
Portfolio IV Shares
Emerging Markets Portfolio II 200,000,000
Shares
Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio II Shares
Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio XI Shares
U.S. Large Company Institutional Index 200,000,000
Portfolio Shares
U.S. 6-10 Small Company Portfolio K 200,000,000
Shares
U.S. Large Cap Value Portfolio K 200,000,000
Shares
U.S. 4-10 Value Portfolio K Shares 200,000,000
U.S. Large Company Portfolio K 200,000,000
Shares
DFA International Value Portfolio K 200,000,000
Shares
- 2 -
<PAGE>
Emerging Markets Portfolio K 200,000,000
Shares
DFA One-Year Fixed Income Portfolio K 200,000,000
Shares
DFA Two-Year Global Fixed Income 200,000,000
Portfolio K Shares
</TABLE>
SECOND: The Board of Directors of the Corporation has adopted a resolution
classifying and allocating eight hundred million (800,000,000) shares of the
unallocated and unissued common stock (par value $.01 per share) of the
Corporation as follows: two hundred million (200,000,000) shares were allocated
to each of four new classes of common stock designated as "Dividend-Managed U.S.
Large Company Portfolio II," "Dividend-Managed U.S. Large Company Complement
Portfolio II," "Dividend-Managed U.S. Marketwide Value Portfolio II" and
"Dividend-Managed U.S. Marketwide Value Complement Portfolio II."
THIRD: Following the aforesaid classifications and allocations, the total
number of shares of common stock which the Corporation is authorized to issue is
Eight Billion (8,000,000,000) shares, with a par value of One Cent ($.01) per
share and an aggregate par value of Eighty Million Dollars ($80,000,000). The
allocation of shares of common stock to each of the twenty-seven classes of the
common stock (each a "Class" and, collectively, the "Classes") is as follows:
<TABLE>
<CAPTION>
Number of Shares of Common Stock
(par value $.01 per share)
CLASS DESIGNATION ALLOCATED
----------------- --------------------------------
<S> <C>
The DFA 6-10 Institutional 200,000,000
Portfolio Shares
The DFA International Value 200,000,000
Portfolio Shares
U.S. Large Cap Value 200,000,000
Portfolio II Shares
- 3 -
<PAGE>
U.S. 6-10 Value 200,000,000
Portfolio II Shares
DFA International Value 200,000,000
Portfolio II Shares
DFA International Value 200,000,000
Portfolio III Shares
U.S. Large Cap Value 200,000,000
Portfolio III Shares
RWB/DFA U.S. High Book to 200,000,000
Market Portfolio Shares
RWB/DFA Two-Year Corporate 200,000,000
Fixed Income Portfolio Shares
RWB/DFA Two-Year Government 200,000,000
Portfolio Shares
DFA International Value 200,000,000
Portfolio IV Shares
Emerging Markets Portfolio II 200,000,000
Shares
Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio II Shares
Tax-Managed U.S. Marketwide Value 200,000,000
Portfolio XI Shares
U.S. Large Company Institutional Index 200,000,000
Portfolio Shares
U.S. 6-10 Small Company Portfolio K 200,000,000
Shares
U.S. Large Cap Value Portfolio K 200,000,000
Shares
- 4 -
<PAGE>
U.S. 4-10 Value Portfolio K Shares 200,000,000
U.S. Large Company Portfolio K 200,000,000
Shares
DFA International Value Portfolio K 200,000,000
Shares
Emerging Markets Portfolio K 200,000,000
Shares
DFA One-Year Fixed Income Portfolio K 200,000,000
Shares
DFA Two-Year Global Fixed Income 200,000,000
Portfolio K Shares
Dividend-Managed U.S. Large Company 200,000,000
Portfolio II
Dividend-Managed U.S. Large Company 200,000,000
Complement Portfolio II
Dividend-Managed U.S. Marketwide Value 200,000,000
Portfolio II
Dividend-Managed U.S. Marketwide Value 200,000,000
Complement Portfolio II
</TABLE>
FOURTH: A description of the shares of each Class, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation, is as follows:
The holder of each share of each Class shall be entitled to one vote for
each full share, and a fractional vote for each fractional share of stock then
standing in his or her name on the books of the Corporation. All shares of the
Classes then issued and outstanding and entitled to vote, irrespective of Class,
shall be voted in the aggregate and
- 5 -
<PAGE>
not by Class, except: (1) when otherwise expressly provided by the Maryland
General Corporation Law; (2) when required by the Investment Company Act of
1940, as amended, shares shall be voted by Class; and (3) when a matter to be
voted upon does not affect any interest of a particular Class then only
shareholders of the affected Class or Classes shall be entitled to vote thereon.
Each share of each Class shall have the following preferences and special
rights, restrictions, and limitations:
(1) All consideration received by the Corporation for the issue or
sale of stock of a Class, together with all assets, income and proceeds
derived from the sale, exchange, or liquidation of assets of such Class,
and any funds or payments derived from any reinvestment thereof, shall
belong to such Class and shall be so recorded upon the books of account of
the Corporation.
(2) The assets of any Class shall be charged with the liabilities of
such Class, and with such share of the general liabilities of the
Corporation as the Board of Directors may determine.
(3) Dividends or distributions on shares of a Class shall be paid only
out of earnings, surplus, or other legally available assets of such Class.
(4) In the event of the liquidation or dissolution of the Corporation,
stockholders of a Class shall be entitled to receive, as a Class, out of
the assets of the Corporation available for distribution to stockholders,
but other than general assets not belonging to any particular Class, the
asset belonging to such Class; and the assets so distributable to the
stockholders of any Class shall be distributed among such stockholders in
proportion to the number of shares of such Class held by them and recorded
on the books of the Corporation. In the event that there are any general
assets of the Corporation not belonging to any particular Class and
available for distribution, such assets shall be distributed to the holders
of stock of all Classes in proportion to the relative net asset value of
the respective Classes determined as provided in the charter of the
Corporation.
(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.
FIFTH: The shares aforesaid have been duly classified and allocated by the
Board of Directors pursuant to authority contained in the charter of the
Corporation.
SIXTH: 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
- 6 -
<PAGE>
facts are true in all material respects, and that this statement is made under
the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its Vice President and attested to by its
Secretary on this ___ day of May, 2000.
ATTEST: DIMENSIONAL INVESTMENT GROUP
INC.
By:
- ---------------------------- -------------------------------------
Catherine L. Newell, Michael T. Scardina, Vice President,
Secretary Chief Financial Officer and Treasurer
- 7 -
<PAGE>
DIMENSIONAL INVESTMENT GROUP INC.
* * * * * * * * *
BY-LAWS
* * * * * * * * *
ARTICLE I
SECTION 1. FISCAL YEAR. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the Corporation shall
begin December 1 and end on the last day of November.
SECTION 2. REGISTERED OFFICE. The registered office of the
Corporation in Maryland shall be located at 300 East Lombard Street, Baltimore,
Maryland 21202. The name of its Resident Agent is The Corporation Trust
Incorporated, whose address is the same as above.
SECTION 3. OTHER OFFICES. The Corporation shall also have a
place of business in Santa Monica, California, and the Corporation shall have
the power to open additional offices for the conduct of its business, either
within or outside the States of Maryland and California, at such places as the
Board of Directors may from time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETING. Annual Meetings, if held, shall
be held in such place as the Board of Directors may by resolution establish. In
the absence of any specific resolution, Annual Meetings of Stockholders shall be
held at the Corporation's principal office in Santa Monica, California. Meetings
of stockholders for any other purpose may be held at such place as shall be
stated in the Notice of the Meeting, or in a duly executed Waiver of Notice
thereof.
SECTION 2. ANNUAL MEETINGS. The Corporation is not required to
hold an Annual Meeting in any year in which the Corporation is not required to
convene a meeting under the Investment Company Act of 1940 (the "Act"). If the
Corporation is required by the Act to hold a meeting of stockholders to elect
directors, the meeting shall be designated an Annual Meeting of Stockholders for
that year and shall be held no later than 60 days after the occurrence of the
event requiring the meeting; except if an Order is granted by the Securities and
Exchange Commission exempting the Corporation from the operation of Section
16(a) of the Act or a no-action position of similar effect is obtained, in which
event such meeting shall be held no later than 120 days after the occurrence of
the event requiring the meeting. Otherwise, Annual Meetings shall be held only
if called by the Board of Directors of the Corporation and, if called,
<PAGE>
shall be held during the month of May on such date as fixed by the Board of
Directors by resolution.
SECTION 3. SPECIAL MEETINGS. Special Meetings of the
stockholders may be called at any time by the President, or by a majority of the
Board of Directors, and shall be called by the President or Secretary upon
written request of the holders of shares entitled to cast not less than ten per
cent of all the votes entitled to be cast at such meeting.
SECTION 4. NOTICE. Not less than 10 or more than 90 days
before the date of every Annual or Special Meeting of Stockholders, the
Secretary shall give to each stockholder entitled to vote at such meeting
written notice stating the time and place of the meeting and, in the case of a
Special Meeting, the purpose or purposes for which the meeting is called.
Business transacted at any Special Meeting of Stockholders shall be limited to
the purposes stated in the Notice.
SECTION 5. RECORD DATE FOR MEETINGS. The Board of Directors
may fix in advance a date not more than 90 days, nor less than 10 days, prior to
the date of any Annual or Special Meeting of Stockholders as a record date for
the determination of the stockholders entitled to receive notice of the meeting,
and to vote at any meeting and any adjournment thereof. If an Annual Meeting is
held to elect directors pursuant to the requirements of the Act, the Board shall
fix the record date within the time required for holding such Annual Meeting as
provided in Section 2 of this Article but not more than 90 nor less than 10 days
prior to such meeting. Only those stockholders who are stockholders of record on
the date so fixed shall be entitled to receive notice of and to vote at such
meeting and any adjournment thereof as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
SECTION 6. QUORUM. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting shall constitute a quorum. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting, until a time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 7. MAJORITY. Except as otherwise provided by
applicable law or the Articles of Incorporation, a majority of all votes cast at
a meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting.
SECTION 8. VOTING. The holders of each share of stock of the
Corporation then issued and outstanding and entitled to vote, irrespective of
the class, shall be voted in the aggregate and not by class, except: (1) when
otherwise expressly provided by the Maryland General Corporation Law; (2) when
required by the Act, shares shall be voted by class; and (3) when a matter to be
voted upon does not affect any interest of a particular class, then only
stockholders of the affected class or classes shall be entitled to vote thereon.
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A stockholder may vote in person or by proxy, but no proxy
shall be valid after 11 months from its date, unless otherwise provided in the
proxy. At all meetings of stockholders, unless the voting is conducted by
inspectors, all questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided by
the Chairman of the meeting.
SECTION 9. INSPECTORS. At any election of Directors, the Board
of Directors prior thereto may, or, if they have not so acted, the Chairman of
the meeting may, and upon the request of the holders of 10% of the shares
entitled to vote at such election shall, appoint an inspector of election who
shall first subscribe an oath of affirmation to execute faithfully the duties of
inspector at such election with strict impartiality and according to the best of
their ability, and shall after the election make a certificate of the result of
the vote taken. No candidate for the office of Director shall be appointed an
inspector of election. The Chairman of the meeting may cause a vote by ballot to
be taken upon any election or matter, and such vote shall be taken upon the
request of the holders of 10% of the stock entitled to vote on such election or
matter.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the Corporation
shall be managed by its Board of Directors, which may exercise all powers of the
Corporation, except such as are by statute, or the Articles of Incorporation, or
by these By-Laws conferred upon or reserved to the stockholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of Directors
which shall constitute the whole Board shall be determined from time to time by
the Board of Directors, but shall not be fewer than three, nor more than
fifteen, except when there are less than three stockholders of the Corporation,
when there may be two Directors. Each Director shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
SECTION 3. ELECTION. Directors shall be elected by the
stockholders except that any vacancy in the Board of Directors may be filled by
a majority vote of the entire Board of Directors if immediately after filling
such vacancy at least two-thirds of the Board of Directors have been elected by
the stockholders. In the event that at any time less than a majority of the
Directors of the Corporation were elected by the stockholders, the Corporation
shall cause a meeting of stockholders to be held for the purpose of electing
Directors, as provided in Article II, Section 2 hereof.
SECTION 4. PLACE OF MEETING. Meetings of the Board of
Directors, regular or special, may be held at any place in or out of the State
of Maryland as the Board may from time to time determine.
SECTION 5. QUORUM. At all meetings of the Board of Directors a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of
Directors, except as otherwise provided by applicable law. If a quorum
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shall not be present at any meeting of Directors, the Directors present thereat
may by a majority vote adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.
SECTION 7. SPECIAL MEETINGS. Special Meetings of the Board of
Directors may be called by the President on one day's notice to each Director;
Special Meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors.
SECTION 8. INFORMAL ACTIONS. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent to such action is signed in
one or more counterparts by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
SECTION 9. COMMITTEES. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from among its
members an executive committee and other committees composed of two or more
Directors, and may delegate to such committees, in the intervals between
meetings of the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
except the power to declare dividends, to issue stock or to recommend to
stockholders any action requiring stockholders' approval. In the absence of any
member of a committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member.
SECTION 10. ACTION OF COMMITTEES. Each committee shall report
the same to the Board of Directors at the meeting next succeeding, and any
action by the committee shall be subject to revision and alteration by the Board
of Directors, provided that no rights of third persons shall be affected by any
such revision or alteration.
SECTION 11. COMPENSATION. Any Director, whether or not a
salaried officer or employee of the Corporation, may be compensated for services
as Director or as a member of a committee of Directors, or as Chairman of the
Board or Chairman of a committee by fixed periodic payments or by fees for
attendance at meetings or by both, and may be reimbursed for transportation and
other expenses, all in such manner and amounts as the Board of Directors may
from time to time determine.
ARTICLE IV
NOTICES
SECTION 1. FORM. Notices to stockholders shall be in writing
and delivered personally or mailed to the stockholders at their addresses
appearing on the books of the Corporation. Notices to Directors shall be oral or
by telephone or telegram or in writing
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delivered personally or mailed to the Directors at their addresses appearing on
the books of the Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to Directors need not state the
purpose of a Regular or Special Meeting.
SECTION 2. WAIVER. Whenever any notice of the time, place or
purpose of any meeting of the stockholders, the Board of Directors or a
committee is required to be given under the provisions of Maryland law or under
the provisions of the Articles of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of the Board of Directors or committee in person, shall
be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors and shall include: (1) a President, who shall
be the Chief Operating Officer of the Corporation and a Director; (2) a
Secretary; and (3) a Treasurer. The Board of Directors may, from time to time,
elect or appoint a Controller, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Board of Directors shall also appoint
two Chairmen, one of whom shall be the Chief Executive Officer and the second
shall be the Chief Investment Officer of the Corporation and who shall perform
and execute such other duties and powers as the Board of Directors shall from
time to time prescribe. Two or more offices may be held by the same person but
no officer shall execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law, the Articles of Incorporation
or these By-Laws to be executed, acknowledged or verified by two or more
officers.
SECTION 2. OTHER OFFICERS. The Board of Directors from time to
time may appoint such other officers and agents as it shall deem advisable, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board. The
Board of Directors from time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or agents and to
prescribe the respective rights, terms of office, authorities and duties.
SECTION 3. COMPENSATION. The salaries or other compensation of
all officers and agents of the Corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salary or other compensation of any
subordinate officers or agents appointed pursuant to Section 2 of this Article
V.
SECTION 4. TENURE. The officers of the Corporation shall serve
at the pleasure of Board of Directors and until their successors are elected and
qualify. Any officer may be removed by the affirmative vote of a majority of the
Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby. Any vacancy occurring in
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any office of the Corporation by death, resignation, removal, or otherwise shall
be filled by the Board of Directors.
SECTION 5. PRESIDENT-CHIEF OPERATING OFFICER. The President
shall be the chief operating officer of the Corporation; he shall see that all
orders and resolutions of the Board are carried into effect. The President shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. In the absence or disability of the President
the Chairman-Chief Investment Officer shall perform the duties of the President.
SECTION 6. VICE-PRESIDENTS. The Vice-Presidents, in the order
of their seniority, shall in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors may from time to time prescribe; provided that
the Vice President-Chief Administrative Officer, if any person has been elected
to such office by the Board of Directors and then holds such office, shall be
the chief administrative officer of the Corporation.
SECTION 7. SECRETARY. The Secretary and/or an Assistant
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings thereof and shall perform
like duties for any committee when required. The Secretary shall give, or cause
to be given, notice of meetings of the stockholders, the Board of Directors and
each committee, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary shall be.
The Secretary shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix and attest the same to any
instrument requiring it. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by such officer's signature.
SECTION 8. ASSISTANT SECRETARIES. The Assistant Secretaries,
in order of their seniority, shall in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall prescribe.
SECTION 9. TREASURER. The Treasurer, unless another officer of
the Corporation has been so designated, shall be the chief financial officer of
the Corporation. He shall supervise the general activities of the Controller, if
any, and shall also perform those acts as the Board of Directors may from time
to time determine by resolution.
SECTION 10. CONTROLLER. The Board of Directors may designate a
Controller who shall be under the direct supervision of the Treasurer. He shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, establish and maintain internal accounting controls and, in
cooperation with the independent public accountants selected by the Board of
Directors, supervise internal auditing. He shall have such further powers and
duties as may be conferred upon him from time to time by the President or the
Board of Directors.
SECTION 11. ASSISTANT TREASURERS. The Assistant Treasurers, in
the order of their seniority, shall in the absence or disability of the
Treasurer, perform the duties and exercise the
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powers of the Treasurer and shall perform such other duties as the Board of
Directors may from time to time prescribe.
ARTICLE VI
NET ASSET VALUE
SECTION 1. NET ASSET VALUE. The net asset value per share of
each class of stock of the Corporation (each a "Portfolio" and, collectively,
the "Portfolios") shall be determined by dividing the total current market value
of the investments and other assets belonging to each Portfolio, less any
liabilities attributable to such Portfolio, by the total outstanding shares of
such Portfolio. Securities which are listed on a securities exchange for which
market quotations are available shall be valued at the last quoted sale price of
the day or, if there is no such reported sale, at the mean between the most
recent quoted bid and asked prices. Price information on listed securities will
be taken from the exchange where the security is primarily traded. Unlisted
securities for which market quotations are readily available will be valued at
the mean between the most recent quoted bid and asked prices. The value of other
assets and securities for which no quotations are readily available (including
restricted securities) will be determined in good faith at fair value using
methods determined by the Board of Directors.
The net asset value per share of each Portfolio shall be
determined as of the close of the New York Stock Exchange on each day that the
Exchange is open for business, except as otherwise described in the registration
statement of the Corporation.
ARTICLE VII
FUNDAMENTAL POLICIES
SECTION 1. INVESTMENT LIMITATIONS. The following restrictions
shall apply to the Portfolios and may not be changed with respect to any
Portfolio without the approval of the lesser of (i) 67% or more of the shares
entitled to vote thereon present or represented by proxy at a meeting if the
holders of more than 50% of the shares entitled to vote thereon are present or
represented by proxy, or (ii) more than 50% of the shares entitled to vote
thereon:
The Portfolios shall not:
(a) Invest in commodities or purchase or sell real estate,
including limited partnership interests therein, although they may purchase and
sell securities of companies which deal in real estate and may purchase and sell
securities which are secured by interests in real estate; and DFA International
Value Portfolio, DFA International Value Portfolio II, DFA International Value
Portfolio III, DFA International Value Portfolio IV and DFA International Value
Portfolio V (collectively, the "International Value Portfolios") and Emerging
Markets Portfolio II and Emerging Markets Portfolio III (collectively, the
"Emerging Markets Portfolios) may purchase or sell foreign currency futures
contracts and options; and U.S. Large Cap Value Portfolio II, U.S. Large Cap
Value Portfolio III, U.S. Large Cap Value Portfolio IV and RWB DFA U.S.
High-Book-to-Market Portfolio (collectively, the "U.S. Large Value Portfolios"),
the International Value Portfolios, the Emerging Markets Portfolios, U.S. 6-10
Value Portfolio II, RWB/DFA Two-Year Corporate Fixed Income Portfolio, RWB/DFA
Two-Year Government
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Portfolio, U.S. Large Company Institutional Index Portfolio, the Tax-Managed
U.S. Marketwide Value Portfolio II and Tax-Managed U.S. Marketwide Value
Portfolio XI (collectively, the "Tax-Managed Value Portfolios"), the U.S. Large
Company Portfolio K, U.S. 4-10 Value Portfolio K, U.S. Large Cap Value Portfolio
K, U.S. 6-10 Small Company Portfolio K, DFA International Value Portfolio K,
Emerging Markets Portfolio K, DFA One-Year Fixed Income Portfolio K and DFA
Two-Year Global Fixed Income Portfolio K (collectively, the "K Portfolios"),
U.S. Large Company Portfolio II, U.S. 4-10 Value Portfolio II and DFA Two-Year
Global Fixed Income Portfolio II, the Dividend-Managed U.S. Large Company
Portfolio II, Dividend-Managed U.S. Large Company Complement Portfolio II,
Dividend-Managed U.S. Marketwide Value Portfolio II and Dividend-Managed Value
Complement Portfolio II (collectively, the "Dividend-Managed Portfolios") may
purchase or sell financial futures contracts and options thereon;
(b) Make loans of cash, except through the acquisition of
repurchase agreements and obligations customarily purchased by institutional
investors;
(c) As to 75% of a Portfolio's total assets, invest in the
securities of any issuer (except obligations of the United States Government,
its agencies and instrumentalities) if, as a result, more than 5% of the
Portfolio's total assets, at market, would be invested in the securities of such
issuer;
(d) Purchase or retain securities of an issuer if those
officers and directors of the Corporation or its investment advisor owning more
than 1/2 of 1% of such securities together own more than 5% of such securities;
provided that the Tax-Managed Value Portfolios, the K Portfolios, U.S. Large
Company Institutional Index Portfolio, U.S. 4-10 Value Portfolio II and the
Dividend-Managed Portfolios are not subject to this limitation;
(e) Issue senior securities or borrow, except from banks and
as a temporary measure for extraordinary or emergency purposes and then, in no
event, in excess of 33% of a Portfolio's net assets, or pledge in excess of 33%
of a Portfolio's net assets to secure such loans; provided that DFA One-Year
Fixed Income Portfolio II may borrow no more than 5% of its net assets;
(f) Pledge, mortgage, or hypothecate any of its assets to an
extent greater than 10% of its total assets at fair market value, except as
described in paragraph (e) of this section; provided that the Tax-Managed Value
Portfolios, the K Portfolios, U.S. Large Company Institutional Index Portfolio,
U.S. 4-10 Value Portfolio II and the Dividend-Managed Portfolios are not subject
to this limitation;
(g) Invest more than 15% of the value of a Portfolio's total
assets in illiquid securities, which include certain restricted securities,
repurchase agreements with maturities of greater than seven days and other
illiquid investments; provided, however, that DFA One-Year Fixed Income
Portfolio II and U.S. Large Company Portfolio II may invest not more than 10% of
its total assets in illiquid securities and provided that the Tax-Managed Value
Portfolios, the K Portfolios, DFA Two-Year Global Fixed Income Portfolio II,
U.S. Large Company Institutional Index Portfolio, U.S. 4-10 Value Portfolio II
and the Dividend-Managed Portfolios are not subject to this limitation;
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(h) Engage in the business of underwriting securities issued
by others;
(i) Invest for the purpose of exercising control over
management of any company; provided that the Tax-Managed Value Portfolios, the K
Portfolios, U.S. Large Company Institutional Index Portfolio, U.S. 4-10 Value
Portfolio II and the Dividend-Managed Portfolios are not subject to this
limitation;
(j) Invest its assets in securities of any investment company,
except in connection with a merger, acquisition of assets, consolidation or
reorganization; provided that the Emerging Markets Portfolios, the Tax-Managed
Value Portfolios, the K Portfolios, U.S. Large Company Institutional Index
Portfolio, U.S. 4-10 Value Portfolio II and the Dividend-Managed Portfolios may
invest their assets in securities of investment companies and units of such
companies such as, but not limited to, S&P Depository Receipts;
(k) Invest more than 5% of its total assets in securities of
companies which have (with predecessors) a record of less than three years'
continuous operation; provided that the Tax-Managed Value Portfolios, the K
Portfolios, the Emerging Markets Portfolios, U.S. Large Company Institutional
Index Portfolio, U.S. 4-10 Value Portfolio II and the Dividend-Managed
Portfolios are not subject to this limitation;
(l) Acquire any securities of companies within one industry
if, as a result of such acquisition, more than 25% of the value of the total
assets of the Portfolio would be invested in securities of companies within such
industry; provided, however, that the foregoing restriction shall not apply to
obligations issued or guaranteed by banks and bank holding companies or
government securities as defined in Section 2(a)(16) of the Act acquired by DFA
One-Year Fixed Income Portfolio II, DFA Two-Year Global Fixed Income Portfolio
II or RWB/DFA Two-Year Corporate Fixed Income Portfolio;
(m) Write or acquire options (except as described in paragraph
(a) of this section) or interests in oil, gas or other mineral exploration,
leases or development programs; provided that the Tax-Managed Value Portfolios
may write or acquire options and the K Portfolios, U.S. Large Company
Institutional Index Portfolio, U.S. 4-10 Value Portfolio II and the
Dividend-Managed Portfolios are not subject to this limitation;
(n) Purchase warrants; provided, however, that the Portfolios,
except DFA One-Year Fixed Income Portfolio II, DFA Two-Year Global Fixed Income
Portfolio II, RWB/DFA Two-Year Corporate Fixed Income Portfolio and RWB/DFA
Two-Year Government Portfolio, may each acquire warrants as a result of
corporate actions involving their respective holdings of equity securities and
provided that the Tax-Managed Value Portfolios, the K Portfolios, U.S. Large
Company Institutional Index Portfolio, U.S. 4-10 Value Portfolio II and the
Dividend-Managed Portfolios are not subject to this limitation;
(o) Purchase securities on margin or sell short; provided that
the Tax-Managed Value Portfolios, the K Portfolios, U.S. 4-10 Value Portfolio II
and the Dividend-Managed Portfolios are not subject to the limitation on selling
securities short; or
(p) Acquire more than 10% of the voting securities of any
issuer; provided that this limitation applies only to 75% of the assets of U.S.
6-10 Value Portfolio II, U.S. 4-10
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Value Portfolio II, the U.S. Large Value Portfolios and the Emerging Markets
Portfolios and provided that the U.S. Large Company Institutional Index
Portfolio, the Tax-Managed Value Portfolios and the Dividend-Managed Portfolios
are not subject to this limitation; or
(q) Issue senior securities (as such term is defined in
Section 18(f) of the Investment Company Act of 1940), except to the extent
permitted under the Act.
Notwithstanding the investment limitations described in (c),
(g), (i), (j), (k), (l) and (p) above, all or substantially all of the assets of
each Portfolio may be invested in another registered, open-end investment
company having the same investment objective, policies and limitations as the
Portfolio.
SECTION 2. LENDING OF SECURITIES. Each of the Portfolios is
authorized to lend its portfolio securities to brokers, dealers and other
institutional borrowers, provided that a Portfolio shall not make any such loan
if when made more than one-third of the then current market value of such
Portfolio's assets would consist of lent securities.
ARTICLE VIII
STOCK
SECTION 1. ISSUANCE WITHOUT CERTIFICATES; STOCK LEDGER. The
issuance of shares of stock in the Corporation shall be recorded by electronic
or other means without the issuance of certificates, provided that shares of
stock in the Corporation represented by certificates shall not be affected until
such certificates are surrendered to the Corporation. The Corporation shall
maintain an original stock ledger containing the names and addresses of all
stockholders and the number and Portfolio of shares held by each stockholder.
Such stock ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual inspection.
SECTION 2. LOST CERTIFICATES. If any stockholder alleges that
such stockholder's certificates or certificates for shares of stock in the
Corporation have been stolen, lost or destroyed, upon the making of an affidavit
of that fact by such stockholder or upon other satisfactory evidence of such
loss or destruction, the Board of Directors may direct that the Corporation's
stock ledger be marked to cancel such certificates and record the ownership of
such shares in accordance with Section 1 of this Article. When authorizing such
cancellation and recordation of ownership, the Board of Directors may, in its
discretion and as a condition precedent to such action, require the stockholder,
or his legal representative, to advertise the same in such manner as it shall
require and to give the Corporation a bond with sufficient surety to indemnify
the Corporation against any loss or claim that may be made by reason of such
action.
SECTION 3. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and vote such shares.
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SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may, from time to time, appoint or remove transfer agents and/or
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar.
ARTICLE IX
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. With respect to "dividends" (including
dividends designated as "short" or "long" term "capital gains" distributions to
satisfy requirements of the Internal Revenue Code of 1986, as amended from time
to time):
(a) Such dividends shall be automatically reinvested solely in
additional shares (or fractions thereof) of the Portfolio in respect of which
such dividends were declared at the net asset value on the reinvestment date,
provided that a stockholder may notify the Corporation in writing of an election
to receive dividends in cash.
(b) The Board of Directors, in declaring any dividend, may fix
a record date not earlier than the date of declaration or more than 90 days
after the date of declaration, as of which the stockholders entitled to receive
such dividend shall be determined, notwithstanding any transfer or the
repurchase or issue (or sale) of any shares occurring after such record date.
(c) Dividends on shares of stock, whether payable in stock or
cash, shall be paid out of earnings, capital surplus or other lawfully available
assets. All dividend payments, or distributions in the nature of a dividend
payment, may be made wholly or partly from any source other than accumulated,
undistributed net income, and such payment shall be accompanied by a written
statement clearly indicating what portion of such payment per share is made from
the following sources:
(i) Accumulated or undistributed net income, not including
profits or losses from the sale of securities or other properties;
(ii) Accumulated or undistributed net profits from the
sale of securities or other properties;
(iii) Paid-in capital.
(d) Anything in these By-Laws to the contrary notwithstanding,
the Board of Directors may at any time declare and distribute pro rata among the
stockholders of a Portfolio, as of a record date fixed as above provided, a
"stock dividend" of additional shares of such Portfolio issuable out of either
authorized but unissued stock of the Corporation, or both.
SECTION 2. RIGHTS IN SECURITIES. The Board of Directors, on
behalf of the Corporation, shall have the authority to exercise all of the
rights of the Corporation as owner of any securities which might be exercised by
any individual owning such securities in his own right; including but not
limited to, the right to vote by proxy for any and all purposes and the right to
authorize any officer of the investment adviser or other delegate to execute
proxies.
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SECTION 3. CLAIMS AGAINST PORTFOLIO ASSETS. In any loan
agreement by which funds are borrowed for a Portfolio and each related agreement
to pledge, mortgage or hypothecate any of the assets of such Portfolio, the
Corporation shall provide that such loan shall be repaid solely out of the
assets of such Portfolio and that, to the extent such loan may be secured only
by the assets of such Portfolio, no creditor of such Portfolio shall have any
rights to any assets of the Corporation other than the specific assets which
secure the agreement.
SECTION 4. REPORTS. The Corporation shall furnish stockholders
with reports of its financial condition as required by Section 30(d) of the Act
and the rules thereunder.
SECTION 5. BONDING OF OFFICERS AND EMPLOYEES. All officers and
employees of the Corporation shall be bonded to such extent, and in such manner,
as may be required by law.
SECTION 6. SEAL. The Corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Maryland." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed, or otherwise reproduced.
ARTICLE X
INDEMNIFICATION OF
OFFICERS AND DIRECTORS
SECTION 1. With respect to the indemnification of the officers
and Directors of the Corporation:
(a) The Corporation shall indemnify each officer and Director
made party to a proceeding, by reason of service in such capacity, to the
fullest extent, and in the manner provided, under section 2-418 of the Maryland
General Corporation Law: (i) unless it is proved that the person seeking
indemnification did not meet the standard of conduct set forth in subsection
(b)(1) of such section; and (ii) provided, that the Corporation shall not
indemnify any officer or Director for any liability to the Corporation or its
security holders arising from the willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.
(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each officer and Director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which such officer or Director is a party by reason of
service in such capacity.
(c) The Corporation, in the manner and to the extent provided
by applicable law, shall advance to each officer and Director who is made party
to a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.
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ARTICLE XI
AMENDMENTS
SECTION 1. These By-Laws may be altered or repealed at any
meeting of the Board of Directors, except that the fundamental investment
limitations of the Corporation, set forth in Article VII, Section 1 of these
By-Laws, may only be amended by the stockholders of the Corporation in the
manner specified in said Article.
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EXHIBIT NO. EX-99.g
DIMENSIONAL INVESTMENT GROUP INC.
CUSTODIAN AGREEMENT
ADDENDUM NUMBER FOUR
THIS AGREEMENT is made as of the day of _________, 2000 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio, Inc.," a Maryland corporation (the "Fund"), and PFPC TRUST COMPANY
("PFPC Trust").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC Trust to provide certain custodian
services pursuant to a Custodian Agreement dated July 12, 1991, as amended (the
"Agreement") which as of the date hereof, is in full force and effect; and
WHEREAS, PFPC Trust presently provides such services to the existing
portfolios of the Fund and has agreed to provide such services to four (4) new
portfolios of the Fund, designated as Dividend-Managed U.S. Large Company
Portfolio II, Dividend-Managed U.S. Large Company Complement Portfolio II,
Dividend-Managed U.S. Marketwide Value Portfolio II, Dividend-Managed U.S.
Marketwide Value Complement Portfolio II, which are listed on Schedule A,
attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC Trust shall
provide such services to any portfolio organized by the Fund after the date of
the Agreement as agreed to in writing by PFPC Trust and the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:
1. The Agreement is hereby amended to provide that all those portfolios set
forth on "Schedule A, Amended and Restated ___________ ___, 2000," which is
attached hereto, shall be "Portfolios" under the Agreement.
2. The fee schedules of PFPC Trust applicable to the Portfolios shall be as
agreed in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.
- 1 -
<PAGE>
4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number
Four to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DIMENSIONAL INVESTMENT GROUP INC.
By: _______________________
Catherine L. Newell
Vice President
PFPC TRUST COMPANY
By: ________________________
Joseph Gramlich
Senior Vice President
- 2 -
<PAGE>
AMENDED AND RESTATED
____________ ___, 2000
SCHEDULE A
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO (4/93)
U.S. LARGE CAP VALUE PORTFOLIO II (7/94)
U.S. 6-10 VALUE PORTFOLIO II (7/94)
THE DFA INTERNATIONAL VALUE PORTFOLIO (12/93)
DFA INTERNATIONAL VALUE PORTFOLIO II (7/94)
DFA INTERNATIONAL VALUE PORTFOLIO III (12/94)
U.S. LARGE CAP VALUE PORTFOLIO III (12/94)
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO (3/96)
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO (3/96)
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO (3/96)
EMERGING MARKETS PORTFOLIO II (8/97)
DFA INTERNATIONAL VALUE PORTFOLIO IV (8/97)
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (12/98)
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI (9/99)
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO (9/99)
U.S. 6-10 SMALL COMPANY PORTFOLIO K (6/00)
U.S. LARGE CAP VALUE PORTFOLIO K (6/00)
U.S. 4-10 VALUE PORTFOLIO K (6/00)
U.S. LARGE COMPANY PORTFOLIO K (6/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (6/00)
EMERGING MARKETS PORTFOLIO K (6/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (6/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (6/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO II (__/00)
- 3 -
<PAGE>
EXHIBIT NO. EX-99.H.1
DIMENSIONAL INVESTMENT GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER FOUR
THIS AGREEMENT is made as of the ___ day of _________, 2000 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing Corporation" (the "Transfer Agent" or
"PFPC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended, and its securities
are registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC to serve as the Fund's transfer agent,
registrar and dividend disbursing agent, pursuant to a Transfer Agency Agreement
dated July 12, 1991, as amended, (the "Agreement") which, as of the date hereof,
is in full force and effect; and
WHEREAS, PFPC presently provides such services to the existing series of
shares of the Fund and has agreed to provide such services to four (4) new
series of the Fund, designated as Dividend-Managed U.S. Large Company Portfolio
II, Dividend-Managed U.S. Large Company Complement Portfolio II,
Dividend-Managed U.S. Marketwide Value Portfolio II, Dividend-Managed U.S.
Marketwide Value Complement 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 class of shares created by the Fund after the date of the
Agreement upon mutual agreement of the Fund and Transfer Agent;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement hereby is amended to provide that all those series set
forth on "Schedule A, Amended and Restated __________ ____, 2000," which is
attached hereto, shall be "Shares" under the Agreement.
2. The fee schedules of the Transfer Agent applicable to the Shares shall
be as agreed in writing, from time to time.
- 1 -
<PAGE>
3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.
4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number
Four to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DIMENSIONAL INVESTMENT GROUP INC.
By: __________________________
Catherine L. Newell
Vice President
PFPC INC.
By: ___________________________
Joseph Gramlich
Senior Vice President
- 2 -
<PAGE>
AMENDED AND RESTATED
_____________ __,2000
SCHEDULE B
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
THE DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO K (6/00)
U.S. LARGE CAP VALUE PORTFOLIO K (6/00)
U.S. 4-10 VALUE PORTFOLIO K (6/00)
U.S. LARGE COMPANY PORTFOLIO K (6/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (6/00)
EMERGING MARKETS PORTFOLIO K (6/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (6/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (6/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO II (__/00)
- 3 -
<PAGE>
EXHIBIT NO. EX-99.H.2
DIMENSIONAL INVESTMENT GROUP INC.
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM NUMBER FOUR
THIS AGREEMENT is made as of the day of __________, 2000 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio, Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing Corporation," a Delaware corporation
("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 portfolios
of the Fund and has agreed to provide such services to four (4) new portfolios
of the Fund, designated as Dividend-Managed U.S. Large Company Portfolio II,
Dividend-Managed U.S. Large Company Complement Portfolio II, Dividend-Managed
U.S. Marketwide Value Portfolio II, Dividend-Managed U.S. Marketwide Value
Complement 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 is hereby amended to provide that all those portfolios set
forth on "Schedule B, Amended and Restated ______________ ___, 2000," which is
attached hereto shall be "Portfolios" under the Agreement.
- 1 -
<PAGE>
2. The fee schedules of PFPC applicable to the Portfolios shall be as
agreed in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and in full
force and effect.
4. This Addendum may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number
Four to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DIMENSIONAL INVESTMENT GROUP INC.
By:
---------------------------
Catherine L. Newell
Vice President
PFPC INC.
By:
---------------------------
Joseph Gramlich
Senior Vice President
- 2 -
<PAGE>
AMENDED AND RESTATED
______________ ___, 2000
SCHEDULE B
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK-TO-MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO
U.S. 6-10 SMALL COMPANY PORTFOLIO K (6/00)
U.S. LARGE CAP VALUE PORTFOLIO K (6/00)
U.S. 4-10 VALUE PORTFOLIO K (6/00)
U.S. LARGE COMPANY PORTFOLIO K (6/00)
DFA INTERNATIONAL VALUE PORTFOLIO K (6/00)
EMERGING MARKETS PORTFOLIO K (6/00)
DFA ONE-YEAR FIXED INCOME PORTFOLIO K (6/00)
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO K (6/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II (__/00)
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO II (__/00)
- 3 -
<PAGE>
EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY
PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ______________, 2000, 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:
DIVIDEND-MANAGED U.S. LARGE COMPANY PORTFOLIO II
(the "Dividend-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 Dividend-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
Dividend-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 Dividend-Managed
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 Dividend-Managed Portfolio. Specifically,
the Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Dividend-Managed Portfolio by the Dividend-Managed
Portfolio's custodian, transfer and dividend
- 1 -
<PAGE>
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 Dividend-Managed Portfolio;
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Dividend-Managed Portfolio (except those that govern
investment of the Dividend-Managed Portfolio's assets);
(ii) regulate the offering of the Dividend-Managed
Portfolio's shares; and
(iii) provide for the taxation of the Dividend-Managed
Portfolio;
(3) provide the shareholders of the Dividend-Managed Portfolio
with such information regarding the operation and affairs of
the Dividend-Managed Portfolio, and their investment in its
shares, as they or the Fund may reasonably request;
(4) assist the Dividend-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 Dividend-Managed Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Dividend-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 Dividend-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.
- 2 -
<PAGE>
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 Dividend-Managed
Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Dividend-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 Dividend-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 or in respect of the Dividend-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.
- 3 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the ___ day of __________, 2000.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
- 4 -
<PAGE>
EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT
PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ______________, 2000, 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:
DIVIDEND-MANAGED U.S. LARGE COMPANY COMPLEMENT PORTFOLIO II
(the "Dividend-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 Dividend-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
Dividend-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 Dividend-
Managed 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 Dividend-Managed Portfolio. Specifically,
the Administrator shall:
(1) supervise the services provided to the Fund for the benefit of
the Dividend-Managed Portfolio by the Dividend-
- 1 -
<PAGE>
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
Dividend-Managed Portfolio;
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Dividend-Managed Portfolio (except those that govern
investment of the Dividend-Managed Portfolio's assets);
(ii) regulate the offering of the Dividend-Managed Portfolio's
shares; and
(iii) provide for the taxation of the Dividend-Managed
Portfolio;
(3) provide the shareholders of the Dividend-Managed Portfolio with
such information regarding the operation and affairs of the
Dividend-Managed Portfolio, and their investment in its shares,
as they or the Fund may reasonably request;
(4) assist the Dividend-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 Dividend-Managed Portfolio may invest; and
(6) provide such other administrative services for the benefit of
the Dividend-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 Dividend-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.
- 2 -
<PAGE>
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
Dividend-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Dividend-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 Dividend-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 or in respect of the Dividend-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.
- 3 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the ___ day of __________, 2000.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
- 4 -
<PAGE>
EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ______________, 2000, 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:
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
(the "Dividend-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 Dividend-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
Dividend-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 Dividend-Managed
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 Dividend-Managed Portfolio. Specifically,
the Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Dividend-Managed Portfolio by the Dividend-Managed
Portfolio's custodian, transfer and dividend
- 1 -
<PAGE>
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 Dividend-Managed Portfolio;
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Dividend-Managed Portfolio (except those that govern
investment of the Dividend-Managed Portfolio's assets);
(ii) regulate the offering of the Dividend-Managed
Portfolio's shares; and
(iii) provide for the taxation of the Dividend-Managed
Portfolio;
(3) provide the shareholders of the Dividend-Managed Portfolio
with such information regarding the operation and affairs of
the Dividend-Managed Portfolio, and their investment in its
shares, as they or the Fund may reasonably request;
(4) assist the Dividend-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 Dividend-Managed Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Dividend-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 Dividend-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.
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<PAGE>
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
Dividend-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Dividend-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 Dividend-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 or in respect of the Dividend-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.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the ___ day of __________, 2000.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
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<PAGE>
EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT
PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ___ day of ______________, 2000, 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:
DIVIDEND-MANAGED U.S. MARKETWIDE VALUE COMPLEMENT PORTFOLIO II
(the "Dividend-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 Dividend-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
Dividend-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 Dividend-Managed
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 Dividend-Managed Portfolio. Specifically,
the Administrator shall:
(1) supervise the services provided to the Fund for the benefit
of the Dividend-Managed Portfolio by the Dividend-Managed
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<PAGE>
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 Dividend-Managed Portfolio;
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in respect of the
Dividend-Managed Portfolio (except those that govern
investment of the Dividend-Managed Portfolio's
assets);
(ii) regulate the offering of the Dividend-Managed
Portfolio's shares; and
(iii) provide for the taxation of the Dividend-Managed
Portfolio;
(3) provide the shareholders of the Dividend-Managed Portfolio
with such information regarding the operation and affairs of
the Dividend-Managed Portfolio, and their investment in its
shares, as they or the Fund may reasonably request;
(4) assist the Dividend-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 Dividend-Managed Portfolio may invest; and
(6) provide such other administrative services for the benefit
of the Dividend-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 Dividend-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.
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<PAGE>
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
Dividend-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Dividend-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 Dividend-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 or in respect of the Dividend-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.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the ___ day of __________, 2000.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
David G. Booth Catherine L. Newell
Chief Executive Officer Vice President
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