EXHIBIT NO. EX-99.e.2
FORM OF
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This Amended and Restated Distribution Agreement is made as of September
__, 2003, between Dimensional Investment Group Inc. (the "Fund"), a Maryland
corporation, and DFA Securities Inc. ("DFA Securities"), an Illinois
corporation.
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act'), as an open-end management investment company, and
currently offers shares of common stock in distinct series (the "Series"), which
correspond to distinct portfolios; and
WHEREAS, the Fund desires to retain DFA Securities to serve as principal
underwriter in connection with the offering and sale of shares of the
above-referenced Series and of such other series as may hereafter be designated
by the Board of Directors, which Series may have one or more classes of shares;
and
WHEREAS, DFA Securities is willing to act as principal underwriter of the
shares of each such Series and class, if any, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties, intending to be legally bound, hereby agree as
follows:
(1) The Fund hereby appoints DFA Securities as its exclusive agent to be
the principal underwriter of the Fund to sell and to arrange for the sale of
shares of common stock of the Series on the terms and for the period set forth
in this Agreement. DFA Securities hereby accepts such appointment and agrees to
act hereunder, and pursuant to the Fund's Registration Statement filed with the
U.S. Securities and Exchange Commission on Form N-1A (SEC File No. 33-33980), as
amended from time to time, during the term of this Agreement.
(2) Sales of Fund shares shall be effected in the manner provided for in
the then current prospectus of the Fund and in the account registration forms
provided by the Fund to DFA Securities.
(3) In carrying out its responsibilities under this Agreement, DFA
Securities shall use its best efforts to ensure that persons engaged as Regional
Directors and Regional Representatives of DFA Securities comply with applicable
Federal and state regulatory requirements regarding the sales of securities, and
with applicable provisions of the Rules of Conduct of the National Association
of Securities Dealers, Inc. ("NASD").
(4) DFA Securities will utilize its best efforts to encourage and promote
the sale of Fund shares and, to this end, at its own expense, may prepare and
disseminate research and resource material as may be reasonably necessary or
desirable to promote the sale of Fund shares. Any such material which refers to
the Fund shall be approved in writing by an executive officer of the Fund prior
to dissemination.
(5) The Fund shall be responsible for, and shall bear the costs of,
registration of Fund shares under applicable Federal and state securities laws.
DFA Securities shall be responsible for, and shall bear the cost of, its own
registration as a securities dealer under Federal and state law and of its
membership in the NASD and the cost of prospectuses provided to persons who are
not stockholders of the Fund.
(6) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from the above-written date. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Directors of the Fund who
are not "interested persons" (as that term is defined in the 1940 Act), cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board of Directors.
(7) This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon sixty
days' written notice.
(8) Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other to the party giving notice: if to the Fund,
at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, and if to DFA
Securities, at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
(9) This Agreement shall be construed in accordance with the laws of the
State of California.
IN WITNESS WHEREOF, the Fund and DFA Securities have caused this Amended
and Restated Distribution Agreement to be executed by their respective officers
thereunto duly authorized, as of the day and year above written.
DIMENSIONAL INVESTMENT GROUP INC.
---------------------------------
By:
DFA SECURITIES INC.
---------------------------------
By:
Dated: April 16, 1993, as amended and restated
September __, 2003
Doc. #714879v.2