ADMINISTRATIVE SERVICE AGREEMENT
This Agreement dated as of July 1, 1996 between Bankers Trust Company
("Sub-Administrator" or "Servicing Agent") and Dimensional Investment Group,
Inc. ("Company"), on behalf of three of its portfolios, the U.S. Small Cap Value
Portfolio II, the U.S. Large Cap Value Portfolio II and the DFA International
Value Portfolio II (referred to collectively hereinafter as the "Funds").
WHEREAS, the Sub-Administrator provides administrative services comprised
of recordkeeping and reporting and processing services to qualified retirement
plans ("Plan" or "Plans"); and
WHEREAS, it is contemplated that a trustee, sponsor or
administrative committee of a Plan ("Plan Representative") will invest on behalf
of Plan participants, or offer to Plan participants ("Participants") the
opportunity to invest their assets, in the Funds; and
WHEREAS, the Sub-Administrator and the Funds desire that the
purchase and redemption of the Funds' shares ("Shares") be facilitated through
one or more master accounts ("Accounts") with each Fund and its designated
transfer agent established by the Sub-Administrator or the Plan Trustee ("Plan
Trustee") in the name of the Plan, in the Sub-Administrator's or Plan Trustee's
own name, or as nominee; and
WHEREAS, the Funds have the power and authority to appoint qualified
entities to provide administrative services to the Funds; and
WHEREAS, the Funds desire the Sub-Administrator to provide
to the Accounts certain administrative services listed on Schedule A hereto
("Administrative Services") and the Sub-Administrator is willing and able to
furnish such Administrative Services on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties agree as follows:
ARTICLE 1. TERMS OF APPOINTMENT
SECTION 1.1 Subject to the terms and conditions set forth in this
Agreement, the Appendix, and the Schedules attached hereto and made a part
hereof, the Company, on behalf of the Funds, hereby employs and appoints the
Sub-Administrator to act as, and the Sub-Administrator agrees to act as, its
Servicing Agent with respect to Shares purchased and held by the Plans.
SECTION 1.2 The Sub-Administrator shall maintain on behalf of the Plans,
one or more Accounts with each Fund or its designated transfer agent. The
Accounts shall be held by the Sub-Administrator or the Plan Trustee in the name
of the Plans, in either of their own names or as nominee. The Administrative
Services provided by the Sub-Administrator on behalf of the Plans shall not be
the responsibility of the Funds or their designated transfer agents.
SECTION 1.3 The Sub-Administrator agrees to perform the Administrative
Services with respect to the Plans and their Participants which make up the
Accounts.
SECTION 1.4 The parties hereto agree that the Administrative Services
are shareholder administrative services and are not investment advisory or
distribution related services.
SECTION 1.5 Each party shall maintain and preserve all records as required
by law to be maintained and preserved in connection with the provision of the
services contemplated hereunder. Upon the request of a party, the other party
shall provide copies of all records as may be necessary to (a) monitor and
review the performance of either party's activities; (b) assist either party in
resolving disputes, reconciling records or responding to an auditor's inquires;
(c) comply with any request of a governmental body or self-regulatory
organization; (d) verify compliance by a party with the terms of this Agreement;
(e) make required regulatory reports; and (f) perform general customer service.
SECTION 1.6 In addition to the Administrative Services, the
Sub-Administrator shall perform such other duties and functions as are reflected
in Schedule A, as amended from time to time, signed and dated by both parties
hereto. The fees payable to the Sub-Administrator as compensation for the
Administrative Services and such other duties and functions shall be reflected
in Schedule B, as amended from time to time, signed and dated by each party
hereto.
SECTION 1.7 The Sub-Administrator's performance of the Administrative
Services, including without limitation the purchase and redemption of Shares in
each Fund, will be subject to the terms and conditions set forth in each Fund's
prospectus and statement of additional information.
ARTICLE 2. FEES
SECTION 2.1 For acting as the Servicing Agent to the
Funds and for the performance of Administrative Services to the
Funds by the Sub-Administrator pursuant to this Agreement, the
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Funds agree to pay the Sub-Administrator a fee based upon the net asset value of
Shares held by Accounts, as set out in the initial fee schedule attached hereto
as Schedule B. The parties agree that all payments for services made by the
Funds under this Agreement shall be in accordance with an invoice provided by
the Funds to the Sub-Administrator that shall be based on each Fund's records
with its transfer agent.
SECTION 2.2 The Funds agree to provide an invoice and pay all fees within
thirty (30) business days after the last day of each month. The
Sub-Administrator shall advise the Funds in writing within 20 days of receipt of
the invoice if it disagrees with any information set forth on the invoice. All
payments and invoices to the Sub-Administrator shall be sent to the attention of
BTNY Services, Inc., GRSS Billing Department, 00 Xxxxxxxx Xxxxx-0xx Xxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FUNDS
The Company represents and warrants to the Sub-Administrator that the
following are true and will remain true throughout the term of this Agreement.
(a) The Company is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
(b) The Company is an investment company registered under the Investment
Company Act of 1940 ("1940 Act").
(c) The Company is authorized to enter into and perform this Agreement on
behalf of the Funds, and the performance of the Company's or the Funds'
obligations hereunder does not and will not violate or conflict with any
governing documents or agreements of trust with respect to (i) the Company or
(ii) the Funds, or any applicable law, including Xxxxxxx 00 xx xxx 0000 Xxx.
(x) The Company, on behalf of the Funds, will deliver to the
Sub-Administrator evidence of such authorization as the Sub-Administrator may
reasonably require, whether by way of certified resolution or otherwise.
(e) Neither the Company nor the Funds shall, without the written consent
of the Sub-Administrator, make representations concerning the Sub-Administrator
or its affiliates.
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ARTICLE 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUB-ADMINISTRATOR
The Sub-Administrator represents, warrants and covenants to the Funds that
the following are true and will remain true throughout the term of this
Agreement:
(a) The Sub-Administrator is a corporation duly organized and existing in
good standing under the laws of the State of New York.
(b) The Sub-Administrator is a bank as defined in the Securities Exchange
Act of 1934.
(c) The Sub-Administrator has full power and authority under applicable
law, and has taken all action necessary, to enter into and perform this
Agreement, and the performance of its obligations hereunder does not and will
not violate or conflict with any governing document or agreements of the
Sub-Administrator or any applicable law.
(d) The Sub-Administrator will deliver to the Funds evidence of such
authorization as the Funds may reasonably require, whether by way of certified
resolution or otherwise.
(e) The Sub-Administrator shall not, without the written consent of the
Funds, make representations concerning the Company, or the Funds or its Shares,
except those contained in the then current prospectuses, statements of
additional information, and current sales literature approved by the Funds.
ARTICLE 5. AGENCY
The Company, on behalf of the Funds, appoints the Sub-Administrator as the
Funds' agent for the limited purpose of accepting orders for the purchase and
redemption of Shares of the Funds by the Sub-Administrator on behalf of each
Account and providing the Administrative Services described in Schedule A, as
amended from time to time. The Sub-Administrator will not hold itself out to
the public or engage in any other activity as a distributor for the Funds.
ARTICLE 6. EXPENSES
The Funds shall provide the Sub-Administrator with a sufficient quantity of
prospectuses and statements of additional information to be used in connection
with the Agreement. The Sub-Administrator shall bear none of the expenses for
the costs of registration of the Funds' Shares, preparation and filing of
prospectuses, proxy materials and reports or the preparation of
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any other related statements and notices. The expense of printing and
distributing to the Sub-Administrator prospectuses and statements of additional
information shall be paid by each Fund or Dimensional Fund Advisors Inc., as
appropriate. The Sub-Administrator shall pay the cost of distributing such
materials to the Plans or Participants as set forth in Schedule A of the
Agreement.
ARTICLE 7. STANDARD OF CARE
The Sub-Administrator shall be responsible for the performance of only such
duties as are set forth herein. The Sub-Administrator will use reasonable care
in providing all services under this Agreement. Under no circumstances shall
the Sub-Administrator have any liability for special or consequential damages.
ARTICLE 8. INDEMNIFICATION
SECTION 8.1 The Sub-Administrator agrees to indemnify and hold harmless the
Funds, the Company, and its directors, officers, employees, representatives,
designees, agents and each person, if any, who control the Company or the Funds
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") (collectively, "Indemnitees") against any actual losses (excluding
consequential or special damages), lawsuits, claims, damages or liabilities,
including legal fees (collectively, "Loss") to which an Indemnitee may become
subject insofar as such Loss arises out of: (i) the Sub-Administrator's failure
to comply with the terms of this Agreement or the falsity of or breach of any
representation, warranty or covenant made by the Sub-Administrator; (ii) the
Sub-Administrator's negligence or willful misconduct or that of its employees,
agents or contractors in connection herewith; or (iii) the Sub-Administrator's
failure to provide necessary information or directions on a timely basis as
requested by the Company or the Funds; PROVIDED, HOWEVER, that the
Sub-Administrator will not be liable for indemnification hereunder of any
Indemnitee to the extent that any Loss results from the negligence or willful
misconduct of such Indemnitee.
SECTION 8.2 The Company, on behalf of the Funds, agrees to indemnify and
hold harmless the Sub-Administrator and its directors, officers, employees,
representatives, designees, agents and each person, if any, who controls the
Sub-Administrator within the meaning of the Securities Act (collectively,
"Indemnitees"), against any Loss to which an Indemnitee may become subject
insofar as such Loss arises out of: (i) the Company's or the Funds' failure to
comply with the terms of this Agreement or falsity of or breach of any
representation,
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warranty or covenant made by the Company or the Funds; (ii) the Company's or the
Funds' negligence or willful misconduct or that of its employees, agents or
contractors in connection herewith; (iii) any action taken by the
Sub-Administrator upon written instructions believed in good faith by it to have
been executed by a duly authorized officer or representative of the Company or
the Funds or (iv) the Company's or the Funds' failure to provide necessary
information or directions on a timely basis as requested by the
Sub-Administrator; PROVIDED, HOWEVER, that neither the Company nor the Funds
will be liable for indemnification hereunder of any Indemnitee to the extent
that any Loss results from the negligence or willful misconduct of such
Indemnitee.
SECTION 8.3 Promptly after receipt by any Indemnitee under this Article 8
of notice of the commencement of a claim or action that may be covered hereunder
("Claim"), the Indemnitee shall notify either the Sub-Administrator or the
Funds, whichever is the indemnitor, of the commencement thereof. As a condition
to indemnification hereunder, the Indemnitee shall provide the indemnitor with
complete details, documents and pleadings concerning any Claim. The indemnitor
will be entitled to participate with the indemnitee in the defense or settlement
of any Claim at the indemnitor's expense. The Indemnitee may defend any Claim
with counsel of its choice, if the indemnitor shall consent to such counsel
(which consent shall not be unreasonably withheld). After notice from the
indemnitor to the Indemnitee of the indemnitor's recommendation to settle the
Claim, if the claimant agrees to such settlement but the Indemnitee refuses to
agree to such settlement, then the Indemnitee shall be responsible for all Loss
incurred prior to the time of such refusal to the extent it exceeds the amount
of such settlement, plus any Loss incurred after the time of such refusal.
ARTICLE 9. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each party to the
other regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and, except as may
be required in carrying out this Agreement, shall not be disclosed to any third
party without consent of such providing party. The foregoing shall not be
applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
agreement, or that is required or requested to be disclosed by any bank or other
regulatory examiner, or auditor of
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the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation.
ARTICLE 10. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written consent of the other party, but
that this Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and permitted assigns except
that the Sub-Administrator may delegate any of its administrative
responsibilities to BTNY Services, Inc. and BT Services Tennessee, Inc.,
affiliates of the Sub-Administrator, and such other affiliates as the
Sub-Administrator deems appropriate and provides prior written notice to the
Company.
ARTICLE 11. TERM AND TERMINATION OF AGREEMENT
SECTION 11.1 This Agreement shall become effective on the date first set
forth above and shall continue in effect until terminated as set forth below.
SECTION 11.2 This Agreement may be terminated by either party hereto at any
time upon at least sixty (60) days written notice. Sections 1.5 and 2.1 and
Articles 8 and 9 shall continue in full force and effect after termination of
this Agreement for a period of three years from the date of termination.
SECTION 11.3 After termination of this Agreement by a Fund, no fee shall be
due with respect to any Shares that are purchased and held by the Accounts after
the date of termination. However, notwithstanding any such termination, the
Fund or Funds will remain obligated to pay the Sub-Administrator the fee as to
each Share that was considered in the calculation of the fees as of the date of
termination for so long as such Shares are held by the Accounts and the
Sub-Administrator continues to provide services to the Accounts by reason of a
contractual relationship with the Plan Representative. This Agreement, or any
provision thereof, shall survive the termination to the extent necessary for
each party to perform its obligations with respect to Shares for which a fee
continues to be due subsequent to such termination.
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ARTICLE 12. ENTIRE AGREEMENT
This Agreement and the Schedules and Appendix attached hereto set forth the
entire agreement and understanding of the parties relating to the subject matter
hereof, and supersede all prior agreements, arrangements and understandings,
written or oral, among the parties.
ARTICLE 13. AMENDMENT, MODIFICATIONS, ETC.
No provision of this Agreement may be amended, modified or waived except in
a writing signed by the parties hereto. No waiver of any provision hereto shall
be deemed a continuing waiver unless it is so designated. No failure or delay
on the part of either party in exercising any power or right precludes any other
or further exercise thereof or the exercise of any other power or right.
ARTICLE 14. NOTICES
Except as otherwise provided in this Agreement, all requests, demands or
other communications between the parties or notices in connection herewith (a)
shall be in writing, hand delivered or sent by telex, telegram, cable, facsimile
or other means of electronic communication agreed upon by the parties hereto
addressed.
(a) IF TO THE SUB-ADMINISTRATOR:
BTNY Services, Inc.
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
cc: Xxxxxxx Xxxxxxxxx
Bankers Trust Company
000 Xxxx Xxxxxx, 00X
Xxx Xxxx, X.X. 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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(b) IF TO THE COMPANY OR TO THE FUNDS:
Dimensional Investment Group Inc.
0000 Xxxxx Xxxxxx-00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Such addresses may be changed from time to time by any party by providing
written notice in the manner set forth above. All notices shall be effective
upon delivery.
ARTICLE 15. GOVERNING LAW; CONSENT TO JURISDICTION
SECTION 15.1 This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to conflicts of law principles thereof which might refer such
interpretations to the laws of a different state or jurisdiction.
SECTION 15.2 Any suit, action or proceeding arising out of this Agreement
may be instituted in any Federal Court sitting in the City of Xxx Xxxx, Xxxxx xx
Xxx Xxxx, Xxxxxx Xxxxxx of America, and the parties irrevocably submit to the
nonexclusive jurisdiction of any such court in any such suit, action or
proceeding and waive, to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of venue of any such suit,
action, or proceeding, brought in such a court and any claim that such suit,
action, or proceeding was brought in an inconvenient forum.
ARTICLE 16. LEGAL RELATIONSHIP OF PARTIES
The parties hereto agree that they are independent contractors and not
partners or co-venturers or employees of each other, except that the
Sub-Administrator shall be the agent of the Funds to the extent described
herein.
ARTICLE 17. CAPTIONS
The paragraph headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.
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ARTICLE 18. SEVERABILITY; CONFLICTS
If any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions and portions
of this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law. If there is any conflict between
the provisions in this Agreement and those of the prospectuses and statements of
additional information of the Funds, the prospectuses and statements of
additional information shall govern.
ARTICLE 19. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Agreement.
ARTICLE 20. NON-EXCLUSIVITY
Both parties acknowledge that either party may enter into similar
agreements with other parties relating to providing similar services to the
Funds or other open-ended investment companies.
IN WITNESS WHEREOF the parties have hereto affixed
their hands and seals on the day and year first above written.
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
DIMENSIONAL INVESTMENT GROUP INC., ON
BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL
CAP VALUE PORTFOLIO II, THE U.S. LARGE
CAP VALUE PORTFOLIO II AND THE DFA
INTERNATIONAL VALUE PORTFOLIO II
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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SCHEDULE A
DUTIES OF THE SUB-ADMINISTRATOR
In accordance with procedures established from time to time by agreement
between the Company, on behalf of the Funds, and the Sub-Administrator, the
Sub-Administrator shall provide the following services:
1. ACCOUNT INFORMATION
The Sub-Administrator shall maintain a record of the number of Shares held
by the Accounts on behalf of each Plan and each of its Participants. The
Sub-Administrator shall also maintain records of residence or company address
and taxpayer identification number of each Participant and indicate, if
applicable, whether such Shares are held in certificate form.
2. PARTICIPANT SERVICES
The Sub-Administrator shall investigate all inquiries from Participants and
Plan Representatives relating to the Participants' interests in the Accounts and
shall respond to all communications from Participants and Plan Representatives
and other persons having an interest in the Plan relating to the
Sub-Administrator's duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between the Sub-Administrator and the
Funds.
3. MAILING COMMUNICATIONS; PROXY MATERIALS
The Sub-Administrator or Plan Trustee, at the request of the
Sub-Administrator, shall forward to the appropriate Plan or its designee all
reports to shareholders, dividend and distribution notices and proxy materials
for each of the Fund's meetings of shareholders. In connection with meetings of
shareholders, the Sub-Administrator or Plan Trustee, at the request of the
Sub-Administrator, shall prepare with respect to Plans and/or Participants,
shareholder lists, and, as appropriate, mail, and certify as to the mailing of
proxy materials, process, and tabulate returned proxy cards, report or proxies
voted prior to meetings, and certify Shares voted at meetings.
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4. SALES OF SHARES
(a) ACCEPTANCE OF ORDERS The Sub-Administrator shall, as agent for
the Funds, receive for acceptance orders from Plans and/or Participants for the
purchase of Shares each business day The New York Stock Exchange is open for
regular business ("Business Day") and stamp each order with the date and time
received. The Sub-Administrator, or the Trustee at the direction of the
Sub-Administrator, shall forward payment for the purchase of Shares by wire on
the next Business Day following Trade Date (defined hereafter) to the Custodian
of the Funds ("Custodian"). If the next Business Day is a day on which the bank
wire system is closed, the Sub-Administrator, or the Trustee at the direction of
the Sub-Administrator, shall forward payment for the purchase of Shares by wire
on the first Business Day thereafter on which the bank wire system is open. In
addition, the Sub-Administrator shall, pursuant to such purchase instructions,
coordinate with each Fund or its designees to issue the appropriate number of
Shares and record such Shares in the appropriate Account.
(b) RECORDATION OF THE ISSUANCE OF SHARES The Sub-Administrator
shall record the issuance of Shares to the Plan and maintain a record of the
total number of Shares which are so issued, based upon data provided to the
Sub-Administrator by each Fund's transfer agent. The Sub-Administrator shall
also provide each Fund or its designee with the total number of Shares which
are issued and outstanding to each Plan or Account on a daily basis. Such
Shares shall be reflected on appropriate accounts maintained by the
Sub-Administrator reflecting outstanding Shares attributed to the individual
accounts of a Plan or Participants.
5. EXCHANGE AND REDEMPTION
(a) REQUIREMENTS FOR EXCHANGE OR REDEMPTION OF SHARES The
Sub-Administrator shall, as agent for the Funds, process all oral or written
instructions from Participants or Plans to exchange or redeem Shares in
accordance with the exchange or repurchase procedures set forth in each Fund's
then current prospectus and statement of additional information. The
Sub-Administrator shall transfer or redeem Shares upon receipt of oral or
written instructions or otherwise pursuant to the Funds' then current
prospectuses and statements of additional information. Any cash redemption
limitations applicable to the Funds shall apply at the Account level and not
at the Plan or Participant level.
(b) NOTICE TO THE CUSTODIAN AND TO THE FUNDS When Shares are
redeemed, the Sub-Administrator shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Funds in such format
as the Custodian and the
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Funds shall reasonably require, a notification setting forth the number of
Shares to be redeemed. Such Shares shall be reflected on appropriate accounts
maintained by the Sub-Administrator reflecting interests in outstanding Shares
attributed to the individual accounts of a Plan or Participant.
(c) PAYMENT OF REDEMPTION PROCEEDS If the Business Day on which it
receives Instructions is a day on which the bank wire system is closed, the
Custodian will wire redemption proceeds to the Sub-Administrator on the first
Business Day thereafter on which the bank wire system is open. The
Sub-Administrator, or the Trustee at the direction of the Sub-Administrator,
shall, upon receipt of the monies paid to it by the Custodian for the redemption
of Shares, pay such monies. The Sub-Administrator shall not process or effect
any redemption with respect to Shares of a certain Fund after receipt by the
Sub-Administrator of notification of the suspension of the determination of the
net asset value of such Fund.
6. PROCEDURES
The procedures to be followed for purchases, redemptions and exchanges
pursuant to Sections 4 and 5 of this Schedule A shall be as follows. For each
Fund and for each Account maintained by the Sub-Administrator with such Fund,
prior to 7:30 a.m. Eastern Time on each Business Day, the Sub-Administrator
shall transmit to the transfer agent for each Fund a single aggregate
purchase or redemption order that reflects the "net" effect of all purchase
or redemptions of Shares based upon instructions from the Plans
(collectively, "Instructions") received prior to 4:00 p.m. Eastern Standard
Time on the preceding Business Day (that Business Day) (a "Trade Date").
Purchases or redemptions of the Funds' Shares shall be deemed to have
occurred as of the Trade Date at the net asset value calculated as of such
Date to which the order applies, if such Instructions were received prior to
4:00 p.m. Eastern Time on a Trade Date ("Close of Trading"). In no event
shall the Sub-Administrator accept Instructions on any Business Day with
respect to requests by Participants that have not been received by the
Sub-Administrator prior to the Close of Trading on the Business Day on which
such Instructions are to be prepared. Instructions received in proper form
by the Sub-Administrator after the Close of Trading on any Business Day shall
be treated as if received on the next following Business Day.
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7. PRICING INFORMATION
Each Fund shall, or shall cause its transfer agent, to use its best
efforts to provide to the Sub-Administrator (by facsimile or other electronic
transmission acceptable to the Sub-Administrator) by 6:00 p.m. Eastern Time,
the Funds' closing per share net asset value determined at the close of
regular trading each day that the New York Stock Exchange is open.
8. DIVIDENDS
Upon the declaration by the Company's directors of each dividend and
each capital gain distribution with respect to Shares, each Fund shall, or shall
cause its transfer agent to, furnish to the Sub-Administrator information
setting forth the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, and when available, but
not prior to the close of business on the ex-dividend date, the amount payable
per Share to the shareholders of record as of that date, the total amount
payable to the Sub-Administrator as nominee on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value or in cash.
On or before the payment date specified in such resolution of the directors, the
Custodian will pay to the Sub-Administrator sufficient cash to make payment to
the Plan of dividends or, if applicable, other distributions payable in cash.
9. BLUE SKY REPORTS
The Sub-Administrator will provide to each Fund, or to its designated
agent, a report within 15 days after the end of each calendar quarter in
accordance with a system approved by the Funds, showing by state of residence,
all sales and redemptions of Shares by Participants. The Company and the Funds
shall remain fully responsible for ensuring that the Funds' Shares are
registered in all jurisdictions as required by applicable state
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securities laws or the interpretation thereof by applicable
regulatory authorities.
Dated as of: July 1, 1996
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
DIMENSIONAL INVESTMENT GROUP INC., ON
BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL
CAP VALUE PORTFOLIO II, THE U.S. LARGE
CAP VALUE PORTFOLIO II AND THE DFA
INTERNATIONAL VALUE PORTFOLIO II
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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SCHEDULE B
FEE SCHEDULE
The Funds, as defined in the Administrative Service Agreement to which this
Schedule B is attached, shall pay a fee with respect to the Sub-Administrator
for each Fund, calculated daily and paid monthly in arrears equal to 0.10 % per
annum of the daily net asset value of the total number of Shares of such Fund
held in the Accounts. The calculation of the fee shall be based upon each
Fund's records held by each Fund's transfer agent.
Dated as of: July 1, 1996
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
DIMENSIONAL INVESTMENT GROUP INC., ON
BEHALF OF ITS PORTFOLIOS, THE U.S. SMALL
CAP VALUE PORTFOLIO II, U.S. LARGE CAP
VALUE PORTFOLIO II AND DFA INTERNATIONAL
VALUE PORTFOLIO II
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
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