EXHIBIT NO. EX-99.H.3
DIMENSIONAL INVESTMENT GROUP INC.
DIVIDEND-MANAGED U.S. LARGE COMPANY
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 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-Managed
Portfolio's custodian, transfer and dividend
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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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