EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this day of July, 2000, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of certain separate series of the Fund, and DIMENSIONAL FUND ADVISORS
INC., a Delaware corporation ("Dimensional").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an investment company under the
Investment Company Act of 1940, as amended ("1940 Act"), and its securities are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund desires to retain Dimensional to provide administrative
services and services to the owners of certain series of shares; and
WHEREAS, Dimensional is willing to provide such services.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, intending to be legally bound, the parties agree as follows:
1. DEFINITIONS.
A. "Portfolio" means a series of the Fund that is listed on Schedule
A, which is attached hereto and made a part hereof.
B. "Plan" means a retirement plan that is a legal owner of a
Portfolio's shares.
C. "Participant" means a person having a Plan account to which a
Portfolio's shares are (i) credited or (ii), pursuant to the Plan's provisions,
required to be credited.
D. "Instructions" means instructions from a Plan sponsor or
Participant given in accordance with the provisions of a Plan.
2. EMPLOYMENT OF DIMENSIONAL. The Fund hereby employs Dimensional to
provide the administrative and shareholder services described herein on the
terms
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hereinafter set forth. Dimensional hereby accepts such employment and agrees to
provide the services for the compensation herein set forth.
3. ADMINISTRATIVE SERVICES TO BE PROVIDED.
A. Dimensional shall supervise the administrative affairs of the Fund
as they pertain to the Portfolios. Specifically, Dimensional shall:
(1) supervise the services provided to the Fund for the benefit
of the Portfolios by the Portfolios' 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 Portfolios;
(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 Portfolios (except
those that govern investment of the Portfolios' assets), (ii) regulate the
offering of the Portfolios' shares and (iii) provide for the taxation of the
Portfolios;
(3) assist a Portfolio to conduct meetings of its shareholders if
and when called by the board of directors of the Fund;
(4) furnish such information as the board of directors of the
Fund may require regarding any investment company in whose shares the Portfolio
may invest; and
(5) provide such other administrative services for the benefit of
the Portfolio as the board of directors of the Fund may reasonably request.
B. In carrying out its responsibilities under this Section, to the
extent Dimensional deems necessary or desirable and at the expense of a
Portfolio, Dimensional shall be entitled to consult with, and obtain the
assistance of, the persons described in subparagraph (1) above who provide
services to the Fund.
C. Dimensional, at its own expense, shall provide the Fund with such
office facilities and equipment as may be necessary to conduct the
administrative affairs of the Fund in respect of the Portfolios.
4. EXPENSES OF THE FUND. It is understood that each Portfolio will pay all
of its own expenses incurred to conduct its administrative affairs.
5. SHAREHOLDER SERVICES TO BE PROVIDED.
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A. Dimensional shall:
(1) Maintain records for each Plan's and each Participant's
account invested in Portfolio shares; properly allocate payroll and/or other
contributions to each Participant's account on a regular basis; properly split
contribution amounts among available Portfolio investment options in accordance
with Instructions reflecting each Participant's investment elections; post
exchanges (transfers) between available Portfolio investment options to each
Participant's account in accordance with Instructions; post distributions,
withdrawals and other debits to each Participant's account in accordance with
Instructions; determine and post investment earnings and gains or losses to
Participant's account on a periodic basis; and prepare and disseminate
Participant and Plan statements on a periodic basis.
(2) Make available to Participants an automated voice response
unit ("VRU") for Participant telephone inquiries and investment Instructions.
Dimensional shall implement commercially reasonable security measures,
consistent with industry standards, designed to control access to the VRU.
Dimensional shall use its best efforts to provide uninterrupted access to the
VRU sufficient to accommodate the reasonably expected level of use by
participants and, to the extent within its control, shall perform required
maintenance of its VRU and related equipment only during hours that United
States securities markets are not open for business.
(3) Process and transmit Participants' investment and redemption
Instructions promptly to the Fund's transfer agent in accordance with procedures
established by the Fund.
(4) Make personnel available to answer Participants' questions
concerning their Plan accounts.
B. In carrying out its responsibilities under Section 5.A. herein, to
the extent Dimensional deems necessary or desirable, and at its own expense,
Dimensional shall be entitled to subcontract its obligations under this Section
5.A. to obtain and provide the services of persons Dimensional reasonably
believes are competent to perform such services in a satisfactory manner,
provided that each such contract shall provide:
(i) neither the Fund nor any Portfolio shall have any liability
thereunder;
(ii) all services shall be provided, and all contractors shall be
licensed, in accordance with applicable law; and
(iii) the parties shall keep confidential any information
regarding the Fund, the Portfolios, the Plans and Participants received in
connection with
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providing the services thereunder, except: (a) as necessary to provide the
services; (b) as necessary to comply with applicable law; and (c) except
information regarding the Fund and Portfolios which is otherwise publicly
available.
Periodically, upon request of the board of directors of the Fund, Dimensional
shall provide the board with an evaluation of the quality of any services
subcontracted by Dimensional pursuant to this Section 5.B.
6. COMPENSATION. For the services to be provided by Dimensional under this
Agreement, each Portfolio shall pay Dimensional, at the end of each month, a fee
equal to one-twelfth of the percentage of the average daily net assets of such
Portfolio during the month set forth on Schedule A. From the fee payable by each
Portfolio hereunder, Dimensional may pay persons engaged by Dimensional pursuant
to Section 5.B. herein to provide services to such Portfolio's shareholders
amounts not exceeding, on an annual basis, .25% of the average net assets of
such Portfolio. Neither Dimensional, nor any person engaged by Dimensional
pursuant to Section 5.B., shall use any compensation paid by a Portfolio
pursuant to this Agreement to finance any activity that is primarily intended to
result in the sale of a Portfolio's shares within the meaning of rule 12b-1
under the 1940 Act. If this Agreement is terminated prior to the end of any
month, the fee for such month shall be prorated.
7. OTHER ACTIVITIES. The services of Dimensional hereunder are not deemed
exclusive, and Dimensional shall be free to render similar services to others as
long as its services hereunder are not impaired thereby.
8. LIABILITY. Dimensional shall not be liable for any loss or delay
resulting from Dimensional's act or failure to act caused by circumstances
beyond Dimensional's control, including, without limitation, malfunction of the
VRU or other electronic media, interruption of power supply or other utilities,
fire, flood, ice, earthquake, explosion or other act of God, nor shall
Dimensional be responsible for delays caused by unavailability of the VRU during
periods of required maintenance, provided that Dimensional has made reasonable
efforts to minimize interruptions of service occasioned by such maintenance. No
provision of this Agreement shall be deemed to protect Dimensional 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.
9. SEVERAL LIABILITY. No Portfolio shall be obligated to pay a fee owing
hereunder by any other Portfolio.
10. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written below,
provided that prior thereto it shall have been approved by the Board of
Directors of the Fund, and shall continue in effect until terminated by the Fund
or Dimensional on 60
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days notice to the other party. Each party shall be entitled to terminate this
Agreement as to one or more Portfolios, subject to notice as provided in the
immediately preceding sentence.
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.
11. 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.
12. 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 July, 2000.
DIMENSIONAL FUND ADVISORS INC. DIMENSIONAL INVESTMENT GROUP INC.
By: By:
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Xxxxx X. Xxxxx Xxxxxxxxx X. Xxxxxx
Chief Executive Officer Vice President
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SCHEDULE A
Fee as a
Percentage of
Portfolio Average Net Assets
--------- ------------------
U.S. 6-10 Small Company Portfolio K 0.57
U.S. Large Cap Value Portfolio K 0.40
U.S. 4-10 Value Portfolio K 0.55
U.S. Large Company Portfolio K 0.375
DFA International Value Portfolio K 0.45
Emerging Markets Portfolio K 0.65
DFA One-Year Fixed Income Portfolio K 0.35
DFA Two-Year Global Fixed Income Portfolio K 0.35
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