DIMENSIONAL INVESTMENT GROUP INC.
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ________ day of ______________, 1999, by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large
Cap Value Portfolio," Inc., a Maryland corporation (the "Fund"), on behalf of
the:
"TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI,"
(the "Tax-Managed Portfolio"), a separate series of the Fund, and DIMENSIONAL
FUND ADVISORS INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940, as amended, and its securities are registered
under the Securities Act of 1933, as amended;
WHEREAS, the Tax-Managed Portfolio, as a separate series of the Fund,
desires to avail itself of the services, assistance and facilities of an
administrator and to have an administrator perform various administrative and
other services for it; and
WHEREAS, the Administrator desires to provide such services to the
Tax-Managed Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs
the Administrator to supervise the administrative affairs of the Portfolio,
subject to the direction of the Board of Directors and the officers of the Fund
on the terms hereinafter set forth. The Administrator hereby accepts such
employment and agrees to render the services described herein for the
compensation herein provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative
affairs of the Fund as they pertain to the Tax-Managed
Portfolio. Specifically, the Administrator shall:
(1) supervise the services provided to the Fund
for the benefit of the Tax-Managed Portfolio
by the Tax-Managed Portfolio's custodian,
transfer and dividend disbursing agent,
printers, insurance carriers (as well as
agents and brokers), independent
accountants, legal counsel and other persons
who provide services to the Fund for the
benefit of the Tax-Managed Portfolio;
(2) assist the Fund to comply with the
provisions of applicable federal, state,
local and foreign securities, tax,
organizational and other laws that:
(i) govern the business of the Fund in
respect of the Tax-Managed Portfolio
(except those that govern investment
of the tax-Managed Portfolio's
assets);
(ii) regulate the offering of the
Tax-Managed Portfolio's shares; and
(iii) provide for the taxation of the
Tax-Managed Portfolio;
(3) provide the shareholders of the Tax-Managed
Portfolio with such information regarding
the operation and affairs of the Tax-Managed
Portfolio, and their investment in its
shares, as they or the Fund may reasonably
request;
(4) assist the Tax-Managed Portfolio to conduct
meetings of its shareholders if and when
called by the Board of Directors of the
Fund;
(5) furnish such information as the Board of
Directors of the Fund may require regarding
any investment company in whose shares the
Tax-Managed Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Tax-Managed Portfolio
as the Board of Directors may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to
the extent the Administrator deems necessary or desirable and at the expense of
the Tax-Managed Portfolio, the Administrator shall be entitled to consult with,
and obtain the assistance of, the persons described in Section A, paragraph (1)
herein who provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to conduct the
administrative affairs of the Fund with respect to the Tax-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Tax-Managed
Portfolio will pay all of its own expenses incurred to conduct its
administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. The services to be rendered by
the Administrator as provided in Section 2 of this Agreement will be at no cost
to the Tax-Managed Portfolio; such fee arrangement may be amended, from time to
time, as applicable.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Tax-Managed Portfolio are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others as long as its services to the Fund or with respect to the Portfolio are
not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement shall
be deemed
to protect the Administrator against any liability to the Fund or its
shareholders to which it might otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written below,
provided that prior to such date it shall have been approved by the Board of
Directors of the Fund, and shall continue in effect until terminated by the Fund
or the Administrator on 60 days written notice to the other.
B. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postage-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the _______ day of ______________, 1999.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
Xxx X. Xxxxxxxxxxx Xxxxx X. Xxxxx
Chairman-Chief President
Investment Officer
