EXHIBIT NO. EX-99.H.3.XIV
DIMENSIONAL INVESTMENT GROUP INC.
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT IS AMENDED AND RESTATED this 13th day of October, 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 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
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(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. In addition to the
administrative services to be provided pursuant to Section 3 of this Agreement,
from time to time, the Fund may request that Dimensional provide shareholder
services to certain Plans.
A. If requested by the Fund to provide shareholder services
Dimensional may subcontract with a third party to provide as specified in
section 5B below or may provide itself the following services:
(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
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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
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 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; provided, however, that
with respect to any net assets of any Portfolio for which Dimensional has been
requested by the Fund to provide shareholder services pursuant to Section 5
hereunder, such annual fee shall be increased by .25% of such net assets. From
the fee payable by each Portfolio hereunder, if Dimensional has been requested
by the Fund pursuant to Section 5 to provide shareholder services hereunder,
Dimensional may pay persons engaged by Dimensional pursuant to Section 5.B.
herein to provide shareholder services to such Portfolio's shareholders, 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.
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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 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 Amended and
Restated Agreement to be executed and effective on the 13th day of October,
2000.
DIMENSIONAL FUND ADVISORS INC. DIMENSIONAL INVESTMENT GROUP
INC.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxx
Vice President and Chief Financial Officer Vice President
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SCHEDULE A
Annual
Fee as a
Percentage of
Portfolio Average Net Assets*
--------- -------------------
U.S. 6-10 Small Company Portfolio K 0.32
U.S. Large Cap Value Portfolio K 0.15
U.S. 4-10 Value Portfolio K 0.30
U.S. Large Company Portfolio K 0.125
DFA International Value Portfolio K 0.20
Emerging Markets Portfolio K 0.40
DFA One-Year Fixed Income Portfolio K 0.10
DFA Two-Year Global Fixed Income Portfolio K 0.10
*To be increased by .25 with respect to those assets for which
Dimensional provides shareholder services as described in
Section 5.
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