EXHIBIT NO. EX-99.h.3.v
DFA INVESTMENT DIMENSIONS GROUP INC.
LD U.S. MARKETWIDE PORTFOLIO
(FORMERLY, LD U.S. LARGE COMPANY PORTFOLIO)
FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made this ___ day of September,
by and between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation
(the "Fund"), on behalf of the:
"LD U.S. MARKETWIDE PORTFOLIO"
(formerly, LD U.S. Large Company Portfolio) (the "Portfolio"), a separate
series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes
of investing and reinvesting its assets in securities, as set forth
in its Registration Statement under the Investment Company Act of 1940
and the Securities Act of 1933, as heretofore amended and supplemented; and
WHEREAS, the 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
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 Portfolio. Specifically, the
Administrator shall:
(1) supervise the services provided to the Fund for the
benefit of the Portfolio by the 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 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
Portfolio (except those that govern investment of
the Portfolio's assets);
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(ii) regulate the offering of the Portfolio's shares; and
(iii) provide for the taxation of the Portfolio;
(3) provide the shareholders of the Portfolio with such
information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as they or
the Fund may reasonably request;
(4) assist the 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 Portfolio may invest; and
(6) provide such other administrative services for the benefit of
the 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 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 Portfolio.
3. EXPENSES OF THE FUND. It is understood that the Portfolio will pay
all of its own expenses incurred to conduct its administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be rendered
by the Administrator as provided in Section 2 of this Agreement, the Portfolio
shall pay to the Administrator, at the end of each month, a fee equal to
one-twelfth of 0.15 percent of the net assets of the Portfolio. If this
Agreement is terminated prior to the end of any month, the fee for such month
shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator to
the Fund or in respect of the 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.
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B. Any notice under this Agreement shall be given in writing addressed
and delivered, or mailed post-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 Amended and
Restated Agreement to be executed and effective on this ___ day of September,
2001.
DFA INVESTMENT DIMENSIONS DIMENSIONAL FUND
GROUP INC. ADVISORS INC.
By: By:
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Xxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxx
Vice President, Chief Financial Vice President and Secretary
Officer and Treasurer
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