DIMENSIONAL INVESTMENT GROUP INC.
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 13th day of September, 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:
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO XI
(the "Tax-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 Tax-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
Tax-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 Tax-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 Tax-Managed Portfolio. Specifically,
the Administrator shall:
(1) supervise the services provided to the Fund for the
benefit of the Tax-Managed Portfolio by the Tax-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 Tax-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 Tax-Managed Portfolio (except those that
govern investment of the Tax-Managed
Portfolio's assets);
(ii) regulate the offering of the Tax-Managed
Portfolio's shares; and
(iii) provide for the taxation of the Tax-Managed
Portfolio;
(3) provide the shareholders of the Tax-Managed Portfolio
with such information regarding the operation and
affairs of the Tax-Managed Portfolio, and their
investment in its shares, as they or the Fund may
reasonably request;
(4) assist the Tax-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 Tax-Managed Portfolio may invest;
and
(6) provide such other administrative services for the
benefit of the Tax-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 Tax-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.
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 Tax-Managed Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Tax-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 Tax-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 Tax-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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the 13th day of September, 1999.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: By:
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Chief Executive Officer Vice President