DIMENSIONAL INVESTMENT GROUP INC.
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
CLIENT SERVICE AGENT AGREEMENT
AGREEMENT made this 13th day of March, 1996, by and between
DIMENSIONAL INVESTMENT GROUP INC., a Maryland corporation (the "Fund"), on
behalf of the RWB/DFA Two-Year Government Portfolio (the "Portfolio"), a
separate series of the Fund, and XXXXXXXXX, WERBA, BOWEN, INC. (a California
corporation) d/b/a XXXXXXXXX XXXXX XXXXX ADVISORY SERVICES ("RWB").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the Fund, desires to
avail itself of the services and assistance of a client service agent and to
have a client service agent perform various services for it; and
WHEREAS, RWB desires to provide such services to the Portfolio.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. APPOINTMENT OF RWB. The Fund hereby appoints RWB to serve as
client service agent to the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund for the period and on the terms
hereinafter set forth. RWB hereby accepts such appointment and agrees to
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein for the
compensation as provided in Section 3 of this Agreement.
2. SERVICES TO BE PROVIDED BY RWB. RWB shall provide the following
services to the Portfolio:
A. establish and maintain a toll-free telephone number for
shareholders of the Portfolio to use to obtain or receive
up-to-date account information;
B. provide to shareholders of the Portfolio quarterly reports with
respect to the performance of the Portfolio, such reports to be
separate and apart from the Fund's semi-annual and annual reports
to shareholders; and
C. provide the shareholders of the Portfolio with such information
regarding the operation and affairs of the Portfolio, and their
investment in its shares, as they or the Fund may reasonably
request.
3. COMPENSATION OF RWB. For the services to be rendered by RWB as
provided in Section 2 of this Agreement, the Portfolio shall pay to RWB, at the
end of each month, a fee equal to one-twelfth of 0.03 percent of average daily
net assets of the Portfolio. If this Agreement is terminated prior to the end
of any month, the fee for such month shall be prorated.
4. ACTIVITIES OF RWB. The services of RWB to the Fund or in respect
of the Portfolio are not to be deemed exclusive, and RWB shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Portfolio are not impaired thereby.
5. RESPONSIBILITY OF RWB. In the performance of its duties
hereunder, RWB shall be obligated to exercise due care and diligence and to act
in a timely manner and in good faith to assure the accuracy and completeness of
all services performed under this Agreement. RWB shall be under no duty to take
any action on behalf of the Portfolio except as specifically set forth herein or
as may be specifically agreed to by RWB in writing. RWB shall be responsible
for its own negligent failure to perform its duties under this Agreement. In
assessing negligence for purposes of this Agreement, the parties agree that the
standard of care applied to RWB's conduct shall be the care that would be
exercised by a similarly situated service provider, supplying substantially the
same services under substantially similar circumstances.
No provision of this Agreement shall be deemed to protect RWB 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.
6. DURATION AND TERMINATION. This Agreement shall become effective
on March 13, 1996, 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 RWB. This Agreement may at any time be terminated
without penalty by vote of the Board of Directors of the Fund on sixty days'
written notice to RWB. This Agreement may be terminated by RWB after ninety
days' written notice to the Fund.
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7. NOTICES. Any notices under this Agreement shall be given in
writing addressed and delivered, or mailed post-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. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
11. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the 13th day of March, 1996.
XXXXXXXXX, WERBA, BOWEN, INC. DIMENSIONAL INVESTMENT GROUP
d/b/a XXXXXXXXX XXXXX XXXXX INC.
ADVISORY SERVICES
By: /s/ Xxxxxxxxx Kabaneck By: /s/ Xxxxx X. Xxxxx
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Secretary President
By: /s/ Xxxxxxx X. Xxxxxxx
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Executive Vice President,
Xxxxxxx X. Xxxxxxx
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