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-
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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.
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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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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: __________________________
Xxxxx X. Xxxxx Xxxxxxxxx X. Xxxxxx
Chief Executive Officer Vice President
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