DIMENSIONAL INVESTMENT GROUP INC.
U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this ________ day of ______________, 1999, 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:
"U.S. LARGE COMPANY INSTITUTIONAL INDEX PORTFOLIO,"
(the "Large Company 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 Large Company 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 Large
Company 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 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 Large Company Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the
benefit of the Large Company Portfolio by the Large
Company 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 Large Company 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 Large Company Portfolio (except those
that govern investment of the Large Company
Portfolio's assets);
(ii) regulate the offering of the Large Company
Portfolio's shares; and
(iii) provide for the taxation of the Large
Company Portfolio;
(3) provide the shareholders of the Large Company Portfolio
with such information regarding the operation and
affairs of the Large Company Portfolio, and their
investment in its shares, as they or the Fund may
reasonably request;
(4) assist the Large Company 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 Large Company Portfolio may invest; and
(6) provide such other administrative services for the
benefit of the Large Company 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 Large Company 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.
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 Large Company Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Large Company
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 Large Company 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 Large Company 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the _______ day of ______________, 1999.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: _______________________ By: __________________________
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman-Chief President
Investment Officer