Exhibit 99.b9.3
DIMENSIONAL INVESTMENT GROUP INC.
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 8th day of December, 1998, 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 II,"
(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 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
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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 8th day of December, 1998.
DIMENSIONAL FUND DIMENSIONAL INVESTMENT
ADVISORS INC. GROUP INC.
By: /S/XXX X. XXXXXXXXXXX By: /S/ XXXXX X. XXXXX
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Xxx X. Xxxxxxxxxxx Xxxxx X. Xxxxx
Chairman-Chief President
Investment Officer
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